Mr. Ranjeet Sundher reports

TACTICAL RESOURCES PROVIDES ADDITIONAL INFORMATION REGARDING ITS PROPOSED BUSINESS COMBINATION WITH PLUM ACQUISITION CORP. III

Tactical Resources Corp. has provided additional information regarding its proposed business combination with Plum Acquisition Corp. III, a special-purpose acquisition company formed in the Cayman Islands.

Proposed business combination

As previously announced, Tactical Resources entered into a definitive business combination agreement with Plum on Aug. 22, 2024. Pursuant to the terms of the business combination agreement: (i) Plum will redomicile in the province of British Columbia and amalgamate with a newly formed company incorporated under the laws of the Province of British Columbia (Pubco); and (ii) immediately thereafter, a newly formed, wholly owned subsidiary of Plum incorporated under the laws of the Province of British Columbia will amalgamate with Tactical Resources, such that, following the closing of the transactions contemplated by the business combination agreement, Tactical Resources will continue as a wholly owned subsidiary of Pubco, which will be renamed Tactical Resources Corp. or such other name as may be agreed to between the parties.

In the proposed business combination, shares of the company will be exchanged for newly issued shares of Pubco pursuant to an exchange ratio to be determined at the closing. The exchange ratio is based on a pretransaction equity value of Tactical Resources of $500-million (U.S.). Specifically, the exchange ratio will be calculated by dividing: (a) the quotient obtained by dividing (i) the sum of $500-million (U.S.), the amount of any new equity financings and the aggregate exercise price of any in-the-money equity awards by (ii) the number of issued and outstanding company shares on a fully diluted basis; and (b) $10 (U.S.) per share. For illustrative purposes only, based on the company's current capitalization structure, the exchange ratio would be 1.0477 Pubco shares received for each company share held. The exchange ratio will be adjusted in the event that the company completes any new equity financings prior to the closing. As of the date the proposed business combination was announced, the company had a market capitalization of approximately $12.1-million, calculated on a fully diluted basis.

The pretransaction equity value of Tactical Resources was negotiated at arm's length between the parties and reflects their views of the prospects and business operations of Tactical Resources. It is expected that, at the closing, securityholders of Tactical Resources will own approximately 82 per cent of Pubco and the existing management of Tactical Resources will continue to serve as the management of Pubco. Information about Tactical Resources' existing management team can be found under its profile on SEDAR+.

The proposed business combination implies a pro forma enterprise value of Pubco of $589-million (U.S.) following the closing. However, there can be no assurances that the enterprise value of Pubco at the closing will equal or exceed the pro forma enterprise value. In connection with the announcement of the proposed business combination by the parties, Plum filed with the U.S. Securities and Exchange Commission an investor presentation, which, among other things, provides additional information as to assumptions underlying the pro forma enterprise value. A copy of the investor presentation may be found in the current report on Form 8-K filed by Plum with the SEC on August 23, 2024, which is available on the SEC's website or on the company's website.

As reflected in the investor presentation, it is anticipated that there will be approximately 60.9 million Pubco shares outstanding upon consummation of the proposed business combination, which includes:

• The issuance of approximately 50 million Pubco shares to the securityholders of Tactical Resources (including Pubco shares issuable upon the exercise or conversion of securities of Pubco into which certain options, warrants and other convertible securities of Tactical Resources will be converted in the proposed business combination) in exchange for all of the company shares issued and outstanding immediately prior to consummation of the proposed business combination, representing an approximate 82.1-per-cent ownership stake in Pubco at closing;
• The issuance of approximately three million Pubco shares to Plum's public shareholders (excluding the impact of outstanding Plum public and private placement warrants, which have an exercise price of $11.50 (U.S.) per share) in exchange for all publicly held shares of Plum issued and outstanding immediately prior to consummation of the proposed business combination as well as new investors;
• The issuance of approximately 7.9 million Pubco shares to Plum's sponsor in exchange for all issued and outstanding Plum shares held by the sponsor immediately prior to consummation of the proposed business combination.

The pro forma enterprise value also reflects an adjustment for an assumed $20-million (U.S.) in net cash, which is subtracted from the implied pro forma equity valuation of Pubco and presented as net debt in the investor presentation. The $20-million (U.S.) in net cash is calculated on the basis of: (i) the company being cash-free and debt-free at the closing; and (ii) the parties intending to raise up to $30-million (U.S.) through a mix of available financing sources prior to the closing, $10-million (U.S.) of which will be available to satisfy the parties' expected transaction expenses.

Each Pubco share is assumed to have a value of $10 (U.S.) per Pubco share upon consummation of the proposed business combination. As is customary for a business combination of a special-purpose acquisition company such as Plum, this assumed $10 (U.S.) per share value is based, in part, on the $10 (U.S.) per share price at which Plum's Class A ordinary shares were sold in its initial public offering. However, there can be no assurances that the Pubco shares will have a value of $10 (U.S.) per share from and after the closing or that the assumptions underlying the pro forma enterprise value will be realized. Additionally, each Plum public shareholder has the right to redeem his, her or its shares of Plum in connection with the closing of the proposed business combination in exchange for his, her or its pro rata portion of the funds held in the trust account established by Plum in its initial public offering and in any case for an amount that is not expected to be less than $10 (U.S.) per share. In the event that all Plum publicly held shares are redeemed, the enterprise value of Pubco at the closing may be less than the pro forma enterprise value.

Additionally, Plum's sponsor intends to assist the parties in raising up to $30-million (U.S.) through a mix of available financing sources to further support Tactical Resources' strategic growth plan. The company's Peak project has the exclusive rights to acquire rare-earth-element-enriched tailings and stockpiled materials from the Sierra Blanca quarry (SBQ), a rare-earth-focused project located southeast of El Paso, Tex. Tactical Resources requires additional capital to commence operations for the Peak project, and there can be no assurances that such capital will be available on terms acceptable to Tactical Resources, within the desired time frame or at all. The definitive terms of any such financing have not been determined as of the date of this press release and are subject to negotiation between the applicable financing providers and the parties. The company may pay finders' fees to qualified individuals in respect of such financing.

The proposed business combination is expected to be completed in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including: (i) the receipt of all requisite approvals by shareholders of Plum and Tactical Resources; (ii) the receipt of an interim order and final order by the Supreme Court of British Columbia; (iii) the listing of the shares and warrants of Pubco on the Nasdaq Stock Market; (iv) the effectiveness of the registration statement on Form F-4 to be filed by Pubco with the SEC in connection with the business combination; (v) the receipt of any required regulatory approvals; (vi) the absence of any law or governmental order preventing the consummation of the business combination; (vii) the accuracy of the parties' respective representations and warranties and compliance with their respective covenants (subject, in each case, to certain materiality thresholds set forth in the business combination agreement); (viii) the absence of a material adverse effect on any party that is continuing; and (ix) certain other conditions set forth in the business combination agreement.

There are no non-arm's-length parties (as defined in the policies of the TSX Venture Exchange) in connection with the proposed business combination, and, to the knowledge of Tactical Resources, there will be no new insiders or principals (as defined in the policies of the exchange) in Pubco as the resulting issuer in the proposed business combination.

If the proposed business combination is successfully completed, the company may pay finders' fees to qualified individuals in respect of the proposed business combination in the form of cash, shares, or a combination of cash and shares in accordance with the policies of the exchange and applicable securities laws. The amount of any such finders' fees will be subject to negotiation and cannot be estimated at this time.

Additional information about the proposed business combination, including a copy of the business combination agreement, can be found in the current report on Form 8-K filed by Plum with the SEC on Aug. 23, 2024, which is available on the SEC's website.

Additional details relating to the proposed business combination will be included in a management information circular of Tactical Resources to be filed with applicable regulatory authorities and mailed to its shareholders to seek approval of the proposed business combination. Shareholders of Tactical Resources and other interested parties are advised to read the materials relating to the proposed business combination, including the business combination agreement, that will be filed by Tactical Resources with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge under Tactical Resources' profile on SEDAR+.

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 rare earth element development potential.

About Plum Acquisition Corp. III

Plum is a blank-cheque company incorporated on Feb. 5, 2021, as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Plum consummated its initial public offering on July 30, 2021, and its Class A ordinary shares, warrants exercisable for Class A ordinary shares and units consisting of Class A ordinary shares and warrants exercisable for Class A ordinary shares are listed on Nasdaq. Additional information regarding Plum, including its financial statements, can be found in its filings with the SEC, including in its annual report on Form 10-K for the year ended Dec. 31, 2023, which was filed with the SEC on July 1, 2024.

We seek Safe Harbor.