Tactical Resources Completes Business Combination with Plum Acquisition Corp. III and Prepares for Nasdaq Listing

Common Shares to Trade Under Nasdaq Ticker Symbol “TREO” Appoints Experienced Finance Professional as CFO Company Website: https://tacticalresources.com/ VANCOUVER, British Columbia -- (Business Wire) Tactical Resources Corp. (“Tactical” or the “Company”) (TSXV: RARE) (OTC: USREF), a U.S.-focused rare earth elements development company, today announced that it has completed its previously announced business combination (the "Business Combination") with Plum Acquisition Corp. III (“Plum”) (OTC: PLMJF), pursuant to the business combination agreement (the "Business Combination Agreement") dated August 22, 2024, as amended. The Company also announced that New PubCo (as defined below) will effect a four (4)-for-one (1) share consolidation following the Business Combination. Closing of the Business Combination Pursuant to the Business Combination Agreement, following a series of amalgamation transactions, Tactical continues as a wholly-owned subsidiary of a new parent entity ("New PubCo"), which has been renamed "Tactical Resources Corp." Common shares of New PubCo ("New PubCo Common Shares") are expected to begin trading on the Nasdaq Capital Market under the ticker symbol “TREO”. Trading on Nasdaq is expected to commence on Tuesday, August 18th. The completion of the Business Combination positions Tactical to accelerate development of its Peak Project in Hudspeth County, Texas — a rare earth asset in the United States with existing mined material, established infrastructure, and a clear pathway toward processing and scale. “This marks a significant milestone for Tactical Resources,” said Ranjeet Sundher, Chief Executive Officer of New PubCo. “Nasdaq listing provides us with enhanced access to capital markets and expanded visibility within the investment community. We look forward to demonstrating the value of our Peak Project and executing on our development roadmap.” “Completing this Business Combination represents a successful outcome for both Tactical shareholders and Plum investors,” said Kanishka Roy, former Chief Executive Officer of Plum. "Tactical is now positioned as a public company with the strategic direction to develop rare earth supply in the United States, addressing a critical national priority.” Pursuant to the terms of the Business Combination Agreement, each common share of Tactical ("Tactical Share") was exchanged for approximately 4.45396581 New PubCo Common Shares (the "Exchange Ratio"). Of the New PubCo Common Shares issued to Tactical shareholders pursuant to the Exchange Ratio, 37% are subject to transfer restrictions for a period of six (6) months following the closing of the Business Combination (the "Closing" and such restrictions, the "Transfer Restrictions"). The remaining 63% of New PubCo Common Shares issued to Tactical shareholders are freely tradeable upon issuance, subject to applicable securities laws. In connection with the Closing, the Company issued an aggregate of 920,147 Tactical Shares (the "Debt Settlement Shares") at a deemed price of $2.30 per Debt Settlement Share, in settlement of an aggregate of $2,116,337 of indebtedness owed by the Company to certain officers and consultants of the Company, as more particularly described in the Company's management information circular dated November 17, 2025 (the "Circular"). The Debt Settlement Shares were issued giving effect to the Company's five (5) pre-consolidation common shares for one (1) post-consolidation common share consolidation effected on December 5, 2025, and subsequently exchanged for New PubCo Common Shares on the Closing in accordance with the Exchange Ratio. The exchange of Tactical Shares for New PubCo Common Shares in connection with the Business Combination is being effected by way of the letter of transmittal. Registered shareholders of Tactical who have not already done so are encouraged to complete and return the letter of transmittal, together with the certificate(s) or DRS statement(s) representing their Tactical Shares and any other required documents, to the depositary in accordance with the instructions set out in the letter of transmittal. The letter of transmittal was previously mailed to registered shareholders together with the Circular, which contains further procedural information related to the Business Combination. Notwithstanding the foregoing, the parties to the Business Combination Agreement reserve the right to amend the Business Combination Agreement pursuant to its terms to provide for an alternative share exchange mechanism if deemed necessary or advisable following the Closing. Shareholders with questions regarding the exchange of their Tactical Shares should refer to the Circular, which is available under Tactical’s SEDAR+ profile at www.sedarplus.ca. In connection with the completion of the Business Combination and at the request of the Company, Tactical Shares are expected to be delisted from the TSX Venture Exchange and OTC Markets, effective on August 13, 2026. In connection with the completion of the Business Combination, Plum's Class A ordinary shares, warrants, and units (OTC: PLMJF, PLMWF, PLMUF) are expected to be delisted from the OTC Markets, effective on August 13, 2026. Share Consolidation Information New PubCo also provided an update on its outstanding share count following the approval of a share consolidation, also known as a reverse share split (the "Consolidation"), of the New PubCo Common Shares. The Consolidation was approved by the board of directors of New PubCo (the “Board”) in connection with the Closing. Immediately following the closing of the Business Combination, the Board approved a consolidation of New PubCo Common Shares on the basis of four (4) pre-consolidation New PubCo Common Shares for every one (1) post-consolidation New PubCo Common Share, effective Monday, August 17th, in order to satisfy the listing requirements of the Nasdaq Capital Market. The Consolidation was a condition of New PubCo's Nasdaq listing application and does not reflect a view by the Board or management on New PubCo's underlying value or prospects. In practical terms, every four (4) New PubCo Common Shares held before the Consolidation will be automatically converted into one (1) New PubCo Common Share. The Consolidation is expected to take effect on Monday, August 17th, and the New PubCo Common Shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol “TREO” on Tuesday, August 18th. What the Consolidation Means for Shareholders No action is required. Positions held in brokerage accounts will be adjusted automatically. Registered holders will receive instructions from the transfer agent, Continental Stock Transfer & Trust Company, if any action is needed. Share count: New PubCo has approximately 54,448,135 New PubCo Common Shares outstanding before the Consolidation and will have approximately 13,612,034 New PubCo Common Shares outstanding following the Consolidation. Share issuance and reference price: At Closing, holders of Tactical Shares received New PubCo Common Shares at a deemed value of $10.00 per share, as outlined in the Business Combination Agreement and the registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”). Following the Consolidation, the $10.00 issuance price will be adjusted to $40.00 per share. This reflects only the arithmetic effect of the Consolidation and is not an estimate of market value or an indication of the price at which the New PubCo Common Shares will trade. Ownership percentages are unchanged. Each shareholder holds the same proportionate interest in New PubCo as before, subject only to the treatment of fractional shares. Fractional shares: no fractional shares will be issued. Any fractional share resulting from the Consolidation will be rounded up to the nearest whole share. Warrants: Plum’s outstanding share purchase warrants, which were exchanged for share purchase warrants of New PubCo (the “New PubCo Warrants”) on the Closing, will follow the same four-for-one consolidation as the New PubCo Common Shares and their strike price will be adjusted from $11.50 to $46.00. The New PubCo Warrants will not be listed on the Nasdaq Capital Market, but all rights will remain unchanged. New CUSIP: the New PubCo Common Shares have been assigned a new CUSIP number, 87357T409. Man Ching (“Jenny”) Shen Appointed Chief Financial Officer Jenny Shen has been appointed Chief Financial Officer of New PubCo. Ms. Shen is a Chartered Professional Accountant with more than a decade of experience in financial reporting, regulatory compliance, and capital markets for publicly traded and private companies. She has extensive experience preparing and reviewing financial statements and management reporting under both U.S. GAAP and IFRS, gained across roles in the United States and Canada. Since 2023, Ms. Shen has served as Accounting Manager and Controller at Quantum Advisory Partners LLP (“Quantum”), a professional services firm providing Chief Financial Officer and full-cycle accounting services to private and public companies, where she leads financial reporting and regulatory compliance functions for multiple public companies and coordinates with auditors, legal counsel, transfer agents, and regulators on continuous disclosure obligations, financings, and corporate transactions. While at Quantum, Ms. Shen has acted as Controller for Tactical Resources Corp., working directly with Tactical’s Chief Financial Officer, Mr. Alnesh Mohan. Prior to joining Quantum, she served as Senior Accountant and Commissions Manager at Kapitus LLC in New York, where she managed month-end and year-end close processes, revenue recognition, commission accounting, and financial reporting under U.S. GAAP, and prepared management reporting packages and supporting schedules for external audits. Effective upon the Closing, Ms. Shen has assumed the role of Chief Financial Officer on a full-time basis, succeeding Mr. Mohan. She holds a Bachelor of Business Administration in Finance and Accounting from Simon Fraser University. About Tactical Resources Tactical Resources is a mineral exploration and development company focused on building a secure, domestic supply chain for rare earth elements critical to advanced technologies, including semiconductors, electric vehicles, robotics, aerospace systems, and national defense applications. The Company is advancing the Peak Project, a prospective U.S.-based rare earth asset, as part of its strategy to help reduce reliance on foreign-controlled supply chains and strengthen North American critical mineral security. In addition to resource development, Tactical Resources is actively pursuing innovative metallurgical processing and separation technologies designed to improve the economics, scalability, and sustainability of rare earth production. Through its integrated approach spanning exploration, development, and processing, the Company aims to become a key participant in the rapidly growing U.S. critical minerals ecosystem. For additional information, please visit www.tacticalresources.com. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Forward-Looking Statements Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this press release are forward-looking statements. Any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are also forward-looking statements. In some cases, you can identify forward-looking statements by words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “strategy,” “future,” “opportunity,” “may,” “target,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” “preliminary,” or similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements include, without limitation, New PubCo’s or its management team's expectations concerning the outlook for its business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions, or economic performance and developments in the capital and credit markets and expected future financial performance, including expected additional funding, the support of key stakeholders in the U.S. government, the expected commencement of trading of New PubCo Common Shares on the Nasdaq Capital Market, the Transfer Restrictions, growth prospects and outlook of New PubCo's operations, individually or in the aggregate, including the achievement of project milestones, commencement and completion of commercial operations of certain of New PubCo's projects, as well as any information concerning possible or assumed future results of operations of New PubCo. Forward-looking statements also include statements regarding the expected benefits of the Business Combination. The forward-looking statements are based on the current expectations of the management team of New PubCo and are inherently subject to uncertainties and changes in circumstance and their potential effects. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, (i) market risks; (ii) the outcome of any legal proceedings that may be instituted against New PubCo related to the Business Combination Agreement or the Business Combination; (iii) failure to realize the anticipated benefits of the Business Combination; (iv) the inability to meet listing requirements to list New PubCo's securities on Nasdaq; (v) the risk that the price of New PubCo's securities may be volatile due to a variety of factors, including changes in the highly competitive industries in which New PubCo plans to operate, variations in performance across competitors, changes in laws, regulations, technologies, natural disasters or health epidemics/pandemics, national security tensions, and macro-economic and social environments affecting its business, and changes in the combined capital structure; (vi) the inability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, identify and realize additional opportunities, and manage its growth and expanding operations; (vii) the risk that New PubCo may not be able to successfully develop its mining projects, and/or its expansion plan; (viii) the risk that New PubCo will be unable to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (ix) political and social risks of operating in the U.S. and other countries; (x) the operational hazards and risks that New PubCo faces; and (xi) the risk that additional financing may not be raised on favorable terms, or at all. The foregoing list is not exhaustive, and there may be additional risks that New PubCo presently does not know or that New PubCo currently believes are immaterial. You should carefully consider the foregoing factors, any other factors discussed in this press release and the other risks and uncertainties described in the “Risk Factors” section of Plum’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on April 1, 2026, the risks described in the Registration Statement on Form F-4 and the amendments thereto, which was initially filed by New PubCo on October 29, 2024 and includes a proxy statement/prospectus, and those discussed and identified in filings made with the SEC by Plum and New PubCo and filings made by Tactical with the Canadian Securities Administrators (the “CSA”) from time to time. New PubCo cautions you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth in this press release speak only as of the date of this press release. New PubCo undertakes no obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that any forward-looking statement is updated, no inference should be made that New PubCo will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear in New PubCo's public filings with the SEC, or Tactical's filings with the CSA, which are or will be (as appropriate) accessible at www.sec.gov or on SEDAR+ at www.sedarplus.ca, and which you are advised to review carefully. View source version on businesswire.com: https://www.businesswire.com/news/home/20260812264876/en/ Contacts: Investor and Media Relations Contact Investor Relations: (778) 588-5483 [email protected] Media: (646) 277-1200 [email protected] Source: Tactical Resources Corp.