Tactical to hold shareholder meeting Dec. 16
Executive Summary
- Tactical Resources Corp. mailed its management information circular and proxy materials to shareholders for the annual general and special meeting scheduled for Dec. 16, 2025, where approval of a previously announced business combination with Plum Acquisition Corp. III (and related entities) will be sought.
- The proposed arrangement involves the redomiciling and amalgamation of Plum into a new British Columbia corporation (new PubCo), followed by the amalgamation of Tactical into new PubCo, making Tactical a wholly‑owned subsidiary; share exchange ratios and post‑combination share consolidation are outlined.
- Financial advisory fee arrangements with Jett Capital Advisors, J.V.B. Financial Group (Cohen), and Roth Capital Partners were disclosed, detailing share issuances and cash fees contingent on closing of the business combination.
Key Details
- Meeting Information:
- Date & Time: Dec. 16, 2025 at 10 a.m. Vancouver time.
- Record Date: Oct. 17, 2025.
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Materials mailed to shareholders of record as of the record date.
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Business Combination Structure:
- Plum Acquisition Corp. III will redomicile to British Columbia and amalgamate with PubCo (new PubCo).
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Tactical Resources Corp. will then amalgamate with Amalco, becoming a wholly‑owned subsidiary of new PubCo, which will be renamed Tactical Resources Corp. or another agreed name.
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Share Exchange Ratio (illustrative):
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Approx. 0.8705 new PubCo common shares per Tactical share (pre‑consolidation basis).
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Post‑Combination Share Consolidation:
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Proposed consolidation of up to 25 pre‑consolidation shares into one post‑consolidation share, or a lesser ratio at the board’s discretion, to satisfy Nasdaq listing standards.
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Transfer Restrictions:
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Between 80 % and 85 % of new PubCo shares issued to Tactical shareholders will be subject to a six‑month transfer restriction.
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Court Approval:
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Interim order from the Supreme Court of British Columbia obtained on Nov. 17, 2025 authorizing the meeting and related procedural matters.
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Financial Advisory Arrangements (contingent on closing):
- Jett Capital Advisors LLC: Issue 100,000 new PubCo shares as a business‑combination fee; pay $93,750 cash plus 9,375 new PubCo shares at a deemed price of $10 per share.
- J.V.B. Financial Group (Cohen & Company): Same terms as Jett – 100,000 shares + $93,750 cash and 9,375 shares at $10 each.
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Roth Capital Partners LLC: Receive 50,000 new PubCo shares at a deemed price of $10 per share; additional “reset” shares may be issued if the VWAP falls below $10 within specified periods.
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Conditionality: All advisory fees and share issuances are conditional on the successful closing of the business combination; no obligations arise if the transaction does not close.
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Regulatory Approval: The arrangement, consolidation, and advisory agreements remain subject to approval by the TSX Venture Exchange.
Notable Quotes
(No direct quotes were provided in the release.)