Mr. Ranjeet Sundher reports

TACTICAL RESOURCES MAILS MEETING MATERIALS REGARDING BUSINESS COMBINATION AGREEMENT

Tactical Resources Corp. has mailed its management information circular and related proxy materials to its shareholders in connection with the annual general and special meeting of shareholders to be held at 10 a.m. Vancouver time on Dec. 16, 2025. The meeting materials are being mailed to shareholders of record as of Oct. 17, 2025. At the meeting, shareholders will be asked to consider and, if deemed advisable, approve, among other things, the company's previously announced arrangement under the terms and conditions of a business combination agreement dated Aug. 22, 2024, as amended on Dec. 10, 2024, Jan. 28, 2025, and July 30, 2025, entered into among the company, Plum Acquisition Corp. III, Plum III Amalco Corp. and Plum III Merger Corp. (PubCo), a corporation formed under the laws of the Province of British Columbia for the purposes of the proposed business combination. Pursuant to the business combination agreement, Plum will redomicile and continue into the province of British Columbia and amalgamate with PubCo to form one corporate entity (new PubCo). Immediately following the special-purpose acquisition company amalgamation, Amalco will amalgamate with Tactical to form one corporate entity, such that, following, and as a result of, the company amalgamation, Tactical will continue as a wholly owned subsidiary of new PubCo, which will be renamed Tactical Resources Corp. or such other name as may be agreed to between the parties.

Under the business combination, common shares in the capital of Tactical will be exchanged for common shares in the capital of new PubCo pursuant to an exchange ratio to be determined at closing of the transactions contemplated by the business combination. For illustrative purposes only, based on the company's current capitalization structure, the exchange ratio (on a preconsolidation basis) would be 0.8705 new PubCo common share received for each Tactical share held. A portion of the new PubCo common shares to be issued to shareholders will be subject to transfer restrictions for a period of six months following closing. The transfer restrictions will affect between 80 per cent and 85 per cent of the new PubCo common shares and are intended to permit new PubCo to satisfy applicable listing standards of Nasdaq Stock Market, with the final percentage to be determined by the board of directors of Tactical.

The transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). On Nov. 17, 2025, the company obtained an interim order of the Supreme Court of British Columbia, providing for the calling and holding of the meeting and other procedural matters related to the arrangement.

At the meeting, shareholders will be asked to consider a special resolution to approve the consolidation of the company's issued and unissued common shares on the basis of up to 25 preconsolidation common shares for one postconsolidation common share or such lesser consolidation ratio as the board may in its absolute discretion deem advisable. The consolidation is required in connection with the arrangement to ensure new PubCo satisfies applicable Nasdaq listing standards.

The circular contains, among other things, details concerning the arrangement, the background to and reasons for the favourable recommendation of the arrangement, the requirements for the arrangement to become effective, the procedure for receiving consideration payable under the arrangement, procedures for voting at the meeting, the consolidation, and other related matters, including standard annual general meeting matters. Shareholders are urged to carefully review the circular and accompanying materials as they contain important information regarding the arrangement and its consequences to shareholders.

A copy of the circular and related proxy materials is available under the company's SEDAR+ profile.

Your vote is important. Vote today.

The board of directors of Tactical unanimously recommends that shareholders vote for the arrangement and the consolidation.

How to vote

A proxy form or voting instruction form will accompany the meeting materials you receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial shareholder or a registered shareholder of the company, are provided in the circular and in the other meeting materials.

Registered shareholders

You are a registered shareholder if your Tactical shares are held in your name or if you have a certificate or direct registration system statement for Tactical shares. If you are a registered holder of shares as of the record date (Oct. 17, 2025), you can vote by attending the meeting in person or by submitting your form of proxy or voting instruction form (as defined herein) in accordance with the instructions set out therein:

• Mail or delivery: Return the proxy to Odyssey Trust proxy department at 350, 409 Granville St., Vancouver, B.C., V6C 1T2, by 10 a.m. Vancouver time, on Dec. 12, 2025, or at least 48 hours (excluding weekends and holidays) before the meeting if adjourned or postponed.
• Fax: Within North America to 1-800-517-4553 -- please scan and fax both pages of your completed, signed form of proxy.
• Internet: Vote on-line at the Odyssey Trust website using the control number located on your proxy.

Voting by proxy will not prevent you from voting in person should you attend the meeting and revoke your proxy. However, submitting your proxy in advance ensures your vote is counted if you are unable to attend.

To appoint a proxyholder other than those named in the form of proxy, cross out the printed names and insert the name of your chosen proxyholder in the space provided. Your proxyholder need not be a shareholder.

You may provide voting instructions by marking the appropriate boxes on the form of proxy. If you do not indicate a preference, the named proxyholders will vote for the arrangement unless instructed otherwise. Proxies also confer discretionary authority on other business that may properly come before the meeting.

You may revoke a submitted proxy by:

• Submitting a later-dated proxy or notice of revocation to Odyssey, as noted above;
• Delivering revocation instructions to the registered office of Tactical at Suite 1500, 1055 West Georgia St., Vancouver, B.C., V6E 4N7, attention: Arman Farahani;
• Attending the meeting and voting in person; or
• Any other manner provided by law.

Your proxy will only be revoked if a revocation is received by 5 p.m. Vancouver time on the last business day before the day of the meeting.

Letter of transmittal: Complete and return the letter of transmittal along with share certificate(s), if applicable, and any required documents to Odyssey Trust Company, using the return envelope enclosed in the circular and the instructions in the letter of transmittal. This will allow delivery of new PubCo common shares if the arrangement is approved and completed.

Beneficial shareholders

If you hold shares through a broker, bank or other intermediary, you are considered a beneficial shareholder. Your shares are likely registered under the name of your intermediary or its nominee.

You will receive a voting instruction form instead of a proxy. Follow the instructions provided by your intermediary or Broadridge Financial Solutions Inc., which manages voting for many brokers in Canada and the United States.

If you wish to appoint someone else (including yourself) to vote your shares at the meeting, write that person's name in the space provided on the VIF and return the form to Broadridge in accordance with the provided instructions (by mail, phone, fax or on-line). VIFs must be returned well in advance of the meeting to ensure your shares are voted or represented by a proxyholder.

Shareholder questions

Shareholders who would like additional copies, without charge, of the circular or have additional questions about the arrangement, including the procedures for voting or completing transmittal documents, should contact their broker or the company at info@tacticalresources.ca.

Financial advisory fees

In connection with the proposed business combination, Tactical and Plum have entered into certain financial advisory arrangements as more particularly described below.

The company has entered into a financial advisory agreement with Jett Capital Advisors LLC, dated Feb. 13, 2024, as amended May 26, 2025, pursuant to which Jett was engaged as a non-exclusive financial adviser to assist the company with, among other things, evaluating U.S. listing opportunities (including SPAC mergers and regular way initial public offerings) and assisting the company in raising capital through an equity or debt offering. As a result of the business combination agreement and the previously announced standby equity purchase agreement, dated Nov. 11, 2025, among the company, PubCo and YA II PN Ltd., the company expects, under the Jett agreement, that new PubCo will: (i) issue 100,000 new PubCo common shares to Jett as a business combination fee, which may be subject to deferral at Jett's election; and (ii) pay Jett a debt financing fee consisting of $93,750 (U.S.) in cash and 9,375 new PubCo common shares, with all such new PubCo common shares issued at a deemed price of $10 (U.S.) per share, being the same deemed price as the new PubCo common shares issuable as consideration under the business combination.

Plum has also entered into a financial advisory agreement, dated Aug. 21, 2024, as amended May 28, 2025, with J.V.B. Financial Group LLC, acting through its Cohen & Company capital markets division on substantially similar terms as the Jett agreement. Under the Cohen agreement, new PubCo is expected to issue 100,000 new PubCo common shares to Cohen as its business combination fee and pay a debt financing fee consisting of $93,750 (U.S.) in cash and 9,375 new PubCo common shares.

In addition, Tactical has engaged Roth Capital Partners LLC as a non-exclusive financial adviser under an engagement letter dated April 23, 2025. Under the Roth agreement, the company agreed to cause new PubCo to pay Roth an advisory fee of 50,000 new PubCo common shares at a deemed price of $10 per share. The company has also agreed to cause new PubCo to use its commercially reasonable efforts to register the Roth advisory shares by filing a registration statement with the Securities and Exchange Commission and causing it to become effective as soon as reasonably practicable following the closing of the business combination. On the earlier of: (i) six months following closing of the business combination; and (ii) the date the registration statement is filed (the reset date), if the five-day volume-weighted average price of the new PubCo common shares for the five trading days immediately preceding the reset date (such price, subject to a $2.50 (U.S.) per share floor, the reset price) on the primary trading market for the common shares of PubCo is less than $10 (U.S.) per share, then, within two business days of the reset date, new PubCo will issue to Roth an additional number of new PubCo common shares equal to: (A) the number obtained by dividing: (i) the product of: (1) the number of Roth advisory shares held by Roth as of the reset date; and (2) $10 (U.S.) by: (ii) the reset price; less (B) the number of Roth advisory shares.

All issuances and payments contemplated under the Jett agreement, the Cohen agreement and the Roth agreement are conditional upon, and will only occur upon, the closing of the proposed business combination. If the proposed business combination is not consummated, no new PubCo common shares or cash fees will be issued or paid to Jett, Cohen or Roth, and no further obligations will arise under the Jett agreement, the Cohen agreement or the Roth agreement in connection with the proposed business combination.

Further details regarding these advisory arrangements are contained in the circular. The arrangement, the consolidation and the financial advisory arrangements remain subject to the approval of the TSX Venture Exchange.

About Tactical Resources Corp.

Tactical is a mineral exploration and development company focused on United States-made rare earth elements used in semiconductors, electric vehicles, advanced robotics and, most importantly, national defence. The company is also actively involved in the development of innovative metallurgical processing techniques to further unlock rare earth element development potential.

About Plum Acquisition Corp. III

Plum Acquisition is a special-purpose acquisition company, which engages in effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Plum seeks to establish itself as the first-stop SPAC platform for high-quality companies, and the management team's decades of operational experience leading technology companies and the proprietary accelerating through the bell operational playbook that helps companies list and grow in the public markets.

We seek Safe Harbor.