An anonymous director reports

TACTICAL RESOURCES ANNOUNCES EXCHANGE RATIO FOR BUSINESS COMBINATION WITH PLUM ACQUISITION CORP. III

Tactical Resources Corp. has released its exchange ratio applicable to its previously announced business combination with Plum Acquisition Corp. III (OTC: PLMJF), pursuant to the business combination agreement dated Aug. 22, 2024, as amended. Pursuant to the business combination agreement, following a series of amalgamation transactions, Tactical will continue as a wholly owned subsidiary of a new parent entity (New PubCo), which will be renamed Tactical Resources Corp. The business combination is expected to close on July 28, 2026. Following the closing, common shares of New PubCo are expected to begin trading on the Nasdaq Capital Market under the ticker symbol TREO.

exchange ratio

Pursuant to the terms of the business combination agreement, each common share of Tactical will be exchanged for approximately 4.45396581 New PubCo common shares.

In connection with the business combination, and to ensure New PubCo satisfies applicable Nasdaq listing standards, the company consolidated its common shares on the basis of five preconsolidation Tactical shares for every one postconsolidation Tactical share, effective Dec. 5, 2025. No further consolidation of Tactical shares is required in connection with the business combination.

No fractional New PubCo common shares will be issued to Tactical shareholders. Where application of the exchange ratio would otherwise result in the issuance of a fraction of a New PubCo common share, the number of New PubCo common shares issuable to the relevant holder shall be rounded down to the nearest whole New PubCo common share, without any payment in lieu of such fractional shares, in accordance with the terms of the business combination agreement.

Lockup on New PubCo common shares

Of the New PubCo common shares to be issued to Tactical shareholders pursuant to the exchange ratio, 37 per cent will be subject to transfer restrictions for a period of six months following the closing; this is intended to permit New PubCo to satisfy applicable Nasdaq listing standards. The remaining 63 per cent of New PubCo common shares issued to Tactical shareholders will be freely tradeable upon issuance, subject to applicable securities laws.

The final transfer restrictions percentage has been determined by the board of directors of Tactical in accordance with the terms of the business combination agreement.

What Tactical shareholders need to do

Registered shareholders of record as of the closing will automatically receive their New PubCo common shares in accordance with the exchange ratio, without the need to take any further action. No letter of transmittal is required.

Beneficial shareholders holding Tactical shares through a broker, investment dealer, bank or other intermediary are not required to take any action. New PubCo common shares will be credited to their accounts in due course following the closing.

Shareholders with questions regarding the exchange of their Tactical shares should contact refer to the company's management information circular available under Tactical's SEDAR+ profile.

About Tactical Resources Corp.

Tactical Resources is a mineral exploration and development company focused on U.S.-made rare earth elements used in semiconductors, electric vehicles, advanced robotics and most importantly, national defence. The company is also actively involved in the development of innovative metallurgical processing techniques to further unlock the development potential for rare earth elements.

About Plum Acquisition Corp. III

Plum Acquisition Corp. III is a special purpose acquisition company, which engages in effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

We seek Safe Harbor.