Common Shares to Trade Under Nasdaq Ticker Symbol "TREO"

Appoints Experienced Finance Professional as CFO

VANCOUVER, British Columbia--(BUSINESS WIRE)--August 13, 2026-- 

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 18(th) .

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 17(th) , 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 17(th) , and the New PubCo Common Shares are expected to begin trading on the Nasdaq Capital Market under the ticker symbol "TREO" on Tuesday, August 18(th) .

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.