Tactical Resources and Plum Acquisition Corp. III Announce Receipt of Nasdaq Approval; Transaction Expected to Close on July 28, 2026

Tactical Resources Corp. received an approval letter from the Nasdaq Listing Center for its common shares to trade under the ticker “TREO” following the completion of its business combination with Plum Acquisition Corp. III. The transaction results in Tactical becoming a wholly-owned subsidiary of a new parent company, which has been renamed Tactical Resources Corp.

Closing is targeted for July 28, 2026, subject to final TSX Venture Exchange approval and other customary conditions. The exchange ratio for converting Tactical shares into New PubCo shares will be determined at closing and announced later. The combined entity will be a Nasdaq-listed rare earth developer with its flagship Peak Project in Texas, aiming to accelerate development of existing mined material, established infrastructure, and a pathway toward near-term processing.

Tactical Resources Corp. (RARE) has received Nasdaq approval, satisfying the final regulatory condition required to close its SPAC merger. This approval, combined with the earlier British Columbia court final order, overwhelming shareholder approval, and SEC effectiveness, clears the path for the transaction originally agreed upon in August 2024.

The completed transaction will provide immediate access to a previously announced US$140 million financing package. This includes a US$7.5 million convertible note at closing, up to US$30 million in additional convertible notes, and a US$100 million standby equity line. These funds are essential for the company, which currently faces a working-capital deficiency of CAD8.2 million and a going-concern warning.

Listing on a major U.S. exchange is expected to broaden Tactical’s investor base and improve access to capital needed for the Peak Project and the option to acquire Sierra Blanca Quarry for US$29 million.

While the approval serves as the definitive green light for the deal, it was widely anticipated. The pro-forma valuation implied by the investor presentation, set at US$500 million pre-money and US$10 per share, has not been sustained in the market. Recent trading around CAD9.10 (approximately US$6.80) suggests investor skepticism regarding execution, the final exchange ratio, and dilution from the Yorkville financing.

Tactical Resources Corp. still has no mineral resource, no offtake agreements, and a fragile balance sheet. While the closing removes immediate existential risk, the project remains at a very early stage.

Tactical Resources Corp. (RARE) is a pre-revenue rare earth explorer focused on the Peak Project in Hudspeth County, Texas. The 286-acre site is located within the Sierra Blanca laccolith, approximately two miles from the Round Top project operated by USA Rare Earth. The geology at the site comprises Tertiary rhyolite porphyry with REE-bearing biotite. The company is currently in the exploration and early-development stage, and no mineral resource estimate exists.

A key feature of the project is a direct-to-leach extraction process. Bench-scale testing indicates the process yields 88-93% extraction of TREE+Y at fine grinds, with low thorium and uranium content. Tactical also holds an option to acquire the adjacent operational Sierra Blanca Quarry (SBQ), which produces railway ballast and has stockpiled approximately 4 million tons of REE-bearing tailings. The company has secured approximately 1.5 million tons of those tailings under a separate asset purchase. A Phase 1 demonstration plant is planned, and an initial scoping study is underway.