Mr. Ranjeet Sundher reports

TACTICAL RESOURCES ANNOUNCES EXECUTION OF AMENDMENT TO BUSINESS COMBINATION AGREEMENT WITH PLUM ACQUISITION CORP. III

Tactical Resources Corp. has entered into a third amendment to its previously announced business combination agreement with Plum Acquisition Corp. III, a special-purpose acquisition company.

Under the business combination agreement, Tactical Resources and Plum agreed to a business combination that will result in a newly formed public company (Pubco) listed on the Nasdaq Stock Market. The third amendment builds upon the terms of the original business combination agreement, dated Aug. 22, 2024, and prior amendments executed on Dec. 10, 2024, and Jan. 28, 2025. Pursuant to the third amendment:

• A portion of the Pubco common shares to be issued to Tactical Resources shareholders upon completion of the amalgamation described in the business combination agreement will be subject to transfer restrictions for a period of six months following the company amalgamation effective time. The locked up portion will range between 80 per cent and 85 per cent, and permit Pubco to satisfy applicable Nasdaq Stock Market listing rules, with the final percentage to be determined by the company's board of directors upon recommendation of its special committee.
• Certain key securityholders of the company have concurrently entered into a lock-up agreement, under which the Pubco common shares they receive at the company amalgamation effective time will be similarly subject to transfer restrictions for six months following the company amalgamation effective time.
• The proposed business combination is expected to close in the fourth quarter of 2025, subject to the receipt of required shareholder, regulatory and court approvals, and the satisfaction or waiver of other customary closing conditions.
• The outside date for completion of the proposed business combination has been extended from July 30, 2025, to July 30, 2026.

The third amendment was unanimously approved by the disinterested members of the company's board of directors following the recommendation of the special committee of the board. In making its recommendation, the special committee considered, among other things, an updated analysis of the proposed business combination provided by Evans & Evans Inc., the special committee's independent financial adviser, which concluded that, subject to the assumptions, limitations and qualifications to be set out in a written fairness opinion, the consideration to be received by company shareholders pursuant to the business combination agreement, as amended, and taking into account the transfer restrictions set forth in the third amendment, is fair, from a financial point of view, to such shareholders.

The parties continue to work collaboratively toward completing the proposed business combination, which remains subject to, among other things, shareholder, regulatory and court approvals.

About Tactical Resources Corp.

Tactical Resources is a mineral exploration and development company focused on United States-made rare earth elements (REEs) 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 REEs development potential.

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