Tactical Resources Announces Shareholder Approval of Arrangement With Plum Acquisition Corp. III

VANCOUVER, BC / ACCESS Newswire / December 16, 2025 / Tactical Resources Corp. (TSXV:RARE)(OTC PINK:USRED) ("Tactical" or the "Company"), a mineral exploration and development company, is pleased to announce that, at the annual general and special meeting (the "Meeting") of holders of common shares ("Shareholders") held today, Shareholders overwhelmingly voted in favour of the special resolution (the "Arrangement Resolution") to approve the previously announced plan of arrangement (the "Arrangement") entered into among the Company, Plum Acquisition Corp. III ("Plum"), Plum III Amalco Corp. ("Amalco"), and Plum III Merger Corp. ("PubCo" and collectively with the Company, Plum, Amalco, the "Parties") pursuant to which the Parties intend to carry out a business combination transaction (the "Business Combination"). Pursuant to the business combination agreement (the "Business Combination Agreement") dated August 22, 2024, as amended on December 10, 2024, January 28, 2025 and July 30, 2025, Plum will redomicile and continue into the Province of British Columbia from the Cayman Islands and amalgamate with PubCo (the "SPAC Amalgamation") to form one corporate entity ("New PubCo"). Immediately following the SPAC Amalgamation, Amalco will amalgamate with Tactical (the "Company Amalgamation") to form one corporate entity, such that, following, and as a result of, the Company Amalgamation, Tactical will continue as a wholly-owned subsidiary of New PubCo, which will be renamed "Tactical Resources Corp." or such other name as may be agreed to between the Parties, and in connection with the Business Combination, the Parties have applied to list the common shares of New PubCo ("New PubCo Common Shares") on the Nasdaq Stock Market ("NASDAQ"), with such listing anticipated to occur in the first quarter of 2026 subject to the satisfaction of applicable listing requirements and receipt of all necessary approvals.

Under the Business Combination, common shares in the capital of Tactical ("Tactical Shares") will be exchanged for New PubCo Common Shares pursuant to an exchange ratio to be determined at closing of the transactions contemplated by the Business Combination ("Closing"). A portion of the New PubCo Common Shares to be issued to Shareholders will be subject to transfer restrictions for a period of six months following Closing (the "Transfer Restrictions"). The Transfer Restrictions will affect between 80% and 85% of the New PubCo Common Shares and are intended to permit New PubCo to satisfy applicable listing standards of NASDAQ, with the final percentage to be determined by the Board of Directors of Tactical and in accordance with the terms of the Business Combination Agreement. Further, options will be assumed by New PubCo and converted into options to purchase New PubCo Common Shares, with both the number of New PubCo Common Shares into which such options may be exercised and the exercise price adjusted by the exchange ratio determined pursuant to the terms of the Business Combination Agreement.