Mr. Ranjeet Sundher reports

TACTICAL RESOURCES COMPLETES BUSINESS COMBINATION WITH PLUM ACQUISITION CORP. III AND PREPARES FOR NASDAQ LISTING

Tactical Resources Corp. has completed its previously announced business combination with Plum Acquisition Corp. III, pursuant to the business combination agreement dated Aug. 22, 2024, as amended. The company also announced that New PubCo (as defined below) will effect a one-for-four share consolidation following the business combination.

Closing of the business combination

Pursuant to the business combination agreement, following a series of amalgamation transactions, Tactical continues as a wholly owned subsidiary of a new parent entity (New PubCo), which has been renamed Tactical Resources Corp. Common shares of New PubCo are expected to begin trading on the Nasdaq Capital Market under the ticker symbol TREO. Trading on Nasdaq is expected to commence on Tuesday, Aug. 18, 2026.

The completion of the business combination positions Tactical to accelerate development of its Peak project in Hudspeth county, Texas -- a rare earth asset in the United States with existing mined material, established infrastructure, and a clear pathway toward processing and scale.

"This marks a significant milestone for Tactical Resources," said Ranjeet Sundher, chief executive officer of New PubCo. "Nasdaq listing provides us with enhanced access to capital markets and expanded visibility within the investment community. We look forward to demonstrating the value of our Peak project and executing on our development road map."

"Completing this business combination represents a successful outcome for both Tactical shareholders and Plum investors," said Kanishka Roy, former chief executive officer of Plum. "Tactical is now positioned as a public company with the strategic direction to develop rare earth supply in the United States, addressing a critical national priority."

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

Of the New PubCo common shares issued to Tactical shareholders pursuant to the exchange ratio, 37 per cent are subject to transfer restrictions for a period of six months following the closing of the business combination. The remaining 63 per cent of New PubCo common shares issued to Tactical shareholders are freely tradable upon issuance, subject to applicable securities laws.

In connection with the closing, the company issued an aggregate of 920,147 Tactical shares at a deemed price of $2.30 per debt settlement share, in settlement of an aggregate of $2,116,337 of indebtedness owed by the company to certain officers and consultants of the company, as more particularly described in the company's management information circular dated Nov. 17, 2025. The debt settlement shares were issued giving effect to the company's one-for-five common share consolidation effected on Dec. 5, 2025, and subsequently exchanged for New PubCo common shares on the closing in accordance with the exchange ratio.

The exchange of Tactical shares for New PubCo common shares in connection with the business combination is being effected by way of the letter of transmittal. Registered shareholders of Tactical who have not already done so are encouraged to complete and return the letter of transmittal, together with the certificate(s) or DRS statement(s) representing their Tactical shares and any other required documents, to the depositary in accordance with the instructions set out in the letter of transmittal. The letter of transmittal was previously mailed to registered shareholders together with the circular, which contains further procedural information related to the business combination. Notwithstanding the foregoing, the parties to the business combination agreement reserve the right to amend the business combination agreement pursuant to its terms to provide for an alternative share exchange mechanism if deemed necessary or advisable following the closing.

Shareholders with questions regarding the exchange of their Tactical shares should refer to the circular, which is available under Tactical's SEDAR+ profile.

In connection with the completion of the business combination and at the request of the company, Tactical shares are expected to be delisted from the TSX Venture Exchange and OTC Markets, effective on Aug. 13, 2026.

In connection with the completion of the business combination, Plum's Class A ordinary shares, warrants and units (OTC: PLMJF, PLMWF and PLMUF) are expected to be delisted from the OTC Markets, effective on Aug. 13, 2026.

Share consolidation information

New PubCo also provided an update on its outstanding share count following the approval of a share consolidation, also known as a reverse share split, of the New PubCo common shares. The consolidation was approved by the board of directors of New PubCo in connection with the closing.

Immediately following the closing of the business combination, the board approved a consolidation of New PubCo common shares on the basis of four preconsolidation New PubCo common shares for every one postconsolidation New PubCo common share, effective Monday, Aug. 17, 2026, in order to satisfy the listing requirements of the Nasdaq Capital Market. The consolidation was a condition of New PubCo's Nasdaq listing application and does not reflect a view by the board or management on New PubCo's underlying value or prospects.

In practical terms, every four New PubCo common shares held before the consolidation will be automatically converted into one New PubCo common share. The consolidation is expected to take effect on Monday, Aug. 17, 2026, and the New PubCo common shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol TREO on Tuesday, Aug. 18, 2026.

What the consolidation means for shareholders:

• No action is required. Positions held in brokerage accounts will be adjusted automatically. Registered holders will receive instructions from the transfer agent, Continental Stock Transfer & Trust Company, if any action is needed.
• Share count: New PubCo has approximately 54,448,135 New PubCo common shares outstanding before the consolidation and will have approximately 13,612,034 New PubCo common shares outstanding following the consolidation.
• Share issuance and reference price: At closing, holders of Tactical shares received New PubCo common shares at a deemed value of $10 per share, as outlined in the business combination agreement and the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (SEC). Following the consolidation, the $10 issuance price will be adjusted to $40 per share. This reflects only the arithmetic effect of the consolidation and is not an estimate of market value or an indication of the price at which the New PubCo common shares will trade.
• Ownership percentages are unchanged. Each shareholder holds the same proportionate interest in New PubCo as before, subject only to the treatment of fractional shares.
• Fractional shares: No fractional shares will be issued. Any fractional share resulting from the consolidation will be rounded up to the nearest whole share.
• Warrants: Plum's outstanding share purchase warrants, which were exchanged for share purchase warrants of New PubCo on the closing, will follow the same one-for-four consolidation as the New PubCo common shares and their strike price will be adjusted from $11.50 to $46. The New PubCo warrants will not be listed on the Nasdaq Capital Market, but all rights will remain unchanged.
• New Cusip number: The New PubCo common shares have been assigned a new Cusip number, 87357T409.

Man Ching (Jenny) Shen appointed chief financial officer

Ms. Shen has been appointed chief financial officer of New PubCo. Ms. Shen is a chartered professional accountant with more than a decade of experience in financial reporting, regulatory compliance and capital markets for publicly traded and private companies. She has extensive experience preparing and reviewing financial statements and management reporting under both U.S. GAAP (generally accepted accounting principles) and IFRS (international financial reporting standards), gained across roles in the United States and Canada.

Since 2023, Ms. Shen has served as accounting manager and controller at Quantum Advisory Partners LLP, a professional services firm providing chief financial officer and full-cycle accounting services to private and public companies, where she leads financial reporting and regulatory compliance functions for multiple public companies and co-ordinates with auditors, legal counsel, transfer agents and regulators on continuous disclosure obligations, financings and corporate transactions. While at Quantum, Ms. Shen has acted as controller for Tactical Resources, working directly with Tactical's chief financial officer, Alnesh Mohan.

Prior to joining Quantum, she served as senior accountant and commissions manager at Kapitus LLC in New York, where she managed month-end and year-end close processes, revenue recognition, commission accounting, and financial reporting under U.S. GAAP and prepared management reporting packages and supporting schedules for external audits. Effective upon the closing, Ms. Shen has assumed the role of chief financial officer on a full-time basis, succeeding Mr. Mohan. She holds a bachelor of business administration in finance and accounting from Simon Fraser University.

About Tactical Resources Corp.

Tactical Resources is a mineral exploration and development company focused on building a secure, domestic supply chain for rare earth elements critical to advanced technologies, including semiconductors, electric vehicles, robotics, aerospace systems and national defence applications. The company is advancing the Peak project, a prospective U.S.-based rare earth asset, as part of its strategy to help reduce reliance on foreign-controlled supply chains and strengthen North American critical mineral security.

In addition to resource development, Tactical Resources is actively pursuing innovative metallurgical processing and separation technologies designed to improve the economics, scalability and sustainability of rare earth production. Through its integrated approach spanning exploration, development and processing, the company aims to become a key participant in the rapidly growing U.S. critical minerals ecosystem.

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