Tactical Resources Announces Receipt Of Final Order Approving Arrangement With Plum Acquisition Corp. III

Executive Summary

• The Supreme Court of British Columbia issued a Final Order approving Tactical Resources Corp.’s previously announced plan of arrangement with Plum Acquisition Corp. III, its related entities, and the SPAC (PubCo).
• Shareholders overwhelmingly approved the Arrangement at the annual general and special meeting held on December 16 2025 (≈99.98% in favour).
• The approved transaction will result in Tactical becoming a wholly‑owned subsidiary of a newly formed public company that intends to list its common shares on NASDAQ in Q1 2026, after which Tactical’s TSXV shares are expected to be delisted.

Key Details

• Final Court Order: Issued December 18 2025 by the Supreme Court of British Columbia, confirming approval of the Arrangement among Tactical, Plum Acquisition Corp. III (“Plum”), Plum III Amalco Corp. (“Amalco”) and Plum III Merger Corp. (“PubCo”).
• Shareholder Vote: Approximately 99.979% of votes cast (≈99.978% after exclusions) supported the special resolution approving the Arrangement at the meeting on December 16 2025.
• Transaction Structure:
• Plum will redomicile from the Cayman Islands to British Columbia and amalgamate with PubCo (the “SPAC Amalgamation”) forming “New PubCo”.
• Amalco will subsequently amalgamate with Tactical, making Tactical a wholly‑owned subsidiary of New PubCo.
• New PubCo will be renamed “Tactical Resources Corp.” (or another agreed name).
• Share Exchange: Tactical Shares will be exchanged for New PubCo Common Shares at an exchange ratio to be determined at Closing.
• Transfer Restrictions: Between 80%‑85% of the newly issued New PubCo Common Shares will be subject to a six‑month transfer restriction post‑Closing to satisfy NASDAQ listing standards; exact percentage to be set by Tactical’s Board.
• Listing Plans: Application pending to list New PubCo Common Shares on the Nasdaq Stock Market, anticipated in Q1 2026, subject to meeting listing requirements and obtaining all necessary approvals.
• Closing Conditions & Timeline: Completion of the Arrangement is contingent upon customary closing conditions and NASDAQ listing approval; expected to close in Q1 2026.
• Post‑Completion Actions: Tactical Shares are expected to be delisted from the TSXV, and Tactical intends to cease reporting as a Canadian issuer after the transaction.

Notable Quotes

(No executive quotes were included in the release.)