File: '\\swfile\EmailIn\20251118 181525 Attachment Tactical (308234) - News Release - Mailing of Meeting Materials.docx'

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ACTIVE 699211547v8

ACTIVE 699211547v8

LEGAL_48123316.5

LEGAL_48123316.5

TACTICAL RESOURCES MAILS MEETING MATERIALS

REGARDING BUSINESS COMBINATION AGREEMENT

Vancouver, British Columbia - November 18, 2025 - Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) ("Tactical" or the "Company"), a mineral exploration and development company, is pleased to announce that it has mailed its management information circular (the "Circular") and related proxy materials (the "Meeting Materials") to its shareholders ("Shareholders") in connection with the annual general and special meeting of Shareholders to be held at 10:00 a.m. (Vancouver time) on December 16, 2025 (the "Meeting"). The Meeting Materials are being mailed to Shareholders of record as of October 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 August 22, 2024, as amended on December 10, 2024, January 28, 2025 and July 30, 2025, (the "Business Combination Agreement") entered into among the Company, Plum Acquisition Corp. III ("Plum"), Plum III Amalco Corp. ("Amalco"), and Plum III Merger Corp. ("Pubco" and collectively with the Company, Plum, Amalco, the "Parties"), a corporation formed under the laws of the Province of British Columbia for the purposes of the proposed business combination (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 (the "SPAC Amalgamation") to form one corporate entity ("New PubCo"). Immediately following the SPAC Amalgamation, Amalco will amalgamate with Tactical (the "Company Amalgamation") 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 ("Tactical Shares") will be exchanged for common shares in the capital of New PubCo (the "New PubCo Common Shares") pursuant to an exchange ratio (the "Exchange Ratio") to be determined at closing of the transactions contemplated by the Business Combination ("Closing"). For illustrative purposes only, based on the Company's current capitalization structure, the Exchange Ratio (on a pre-Consolidation basis) would be 0.8705 New PubCo Common Shares 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"). The Transfer Restrictions will affect between 80% and 85% of the New PubCo Common Shares and are intended to permit New PubCo to satisfy applicable listing standards of the Nasdaq Stock Market ("NASDAQ"), with the final percentage to be determined by the Board of Directors of Tactical (the "Board").

The transaction will be implemented by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). On November 17, 2025, the Company obtained an interim order of the Supreme Court of British Columbia (the "Court") 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 (the "Consolidation Ratio") of up to twenty-five (25) pre-consolidation common shares for one (1) post-consolidation common share (the "Consolidation"), 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 at www.sedarplus.ca.

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 DRS statement for Tactical Shares. If you are a registered holder of shares as of the record date (October 17, 2025), you can vote by attending the Meeting in-person or by submitting your form of proxy or VIFs (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 Street, Vancouver, BC V6C 1T2 by 10:00 a.m. (Vancouver time) on December 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 online at https://vote.odysseytrust.com 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, British Columbia V6E 4N7, Attn: 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 5:00 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 ("VIF") instead of a proxy. Follow the instructions provided by your intermediary or Broadridge Financial Solutions, Inc., ("Broadridge") which manages voting for many brokers in Canada and the U.S.

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 online). 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 (the "Jett Agreement") with Jett Capital Advisors, LLC ("Jett"), dated February 13, 2024 as amended May 26, 2025, pursuant to which Jett was engaged as a non-exclusive financial advisor to assist the Company with, among other things, evaluating U.S. listing opportunities (including SPAC mergers and regular way IPOs) and assisting the Company in raising capital through an equity or debt offering. As a result of Business Combination Agreement and the previously announced standby equity purchase agreement, dated November 11, 2025, among the Company, PubCo and YA II PN, Ltd. (the "SEPA"), 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 US$93,750 in cash and 9,375 New PubCo Common Shares, with all such New Pubco Common Shares issued at a deemed price of US$10.00 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 August 21, 2024, as amended May 28, 2025, (the "Cohen Agreement") with J.V.B. Financial Group, LLC, acting through its Cohen & Company Capital Markets division ("Cohen") 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 US$93,750 in cash and 9,375 New PubCo Common Shares.

In addition, Tactical has engaged Roth Capital Partners, LLC ("Roth") as a non-exclusive financial advisor under an engagement letter dated April 23, 2025 (the "Roth Agreement"). Under the Roth Agreement, the Company agreed to cause New PubCo to pay Roth an advisory fee (the "Roth Advisory Fee") of 50,000 New PubCo Common Shares (the "Roth Advisory Shares") at a deemed price of $10.00 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 (the "Registration Statement") with the SEC 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 US$2.50 per share floor, the "Reset Price") on the primary trading market for the common shares of PubCo, is less than US$10.00 per share, then within 2 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) US$10.00 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

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

Ranjeet Sundher, Chief Executive Officer

Tel: +1-778-588-5483

For additional information, please visit www.tacticalresources.com.

About Plum Acquisition Corp. III

Plum Acquisition Corp. III 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.

For additional information, please visit https://plumpartners.com/.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Business Combination and has neither approved nor disapproved the contents of this press release. Neither the 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 information in this news release is considered forward-looking within the meaning of certain securities laws and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. Forward-looking statements include, but are not limited to, statements regarding Tactical's business; the expected timing or completion of the Meeting; the expected timing of the completion or benefits of the Proposed Business Combination or the likelihood or ability of the parties to successfully complete the Proposed Business Combination; expectations with respect to future operating and financial results for Pubco, Plum and Tactical; and the expected ownership structure of Pubco. These statements are based on various assumptions, whether or not identified in this report, and on the current expectations of Tactical's management, and are not predictions of actual performance or results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to inherent risks and uncertainties that may cause Tactical's activities or results to differ significantly from those expressed in any forward-looking statement, including: (a) changes in domestic and foreign business, market, financial, political and legal conditions; (b) the likelihood of completion of the Proposed Business Combination, including the risk that the Proposed Business Combination may not close due to one or more closing conditions set forth in the definitive written agreement providing for the Proposed Business Combination not being satisfied or waived on a timely basis or otherwise, or that the required approvals of the shareholders of the parties, or any applicable regulatory approvals, may not be obtained; (c) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Tactical's securities; (d) the outcome of any legal proceedings that may be instituted against the parties, or any of their respective directors or executive officers, following the announcement of the Proposed Business Combination; (e) changes to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining applicable regulatory approvals for the Proposed Business Combination; (f) failure to realize the anticipated benefits of the Proposed Business Combination; (g) the potential inability to consummate any PIPE financing on terms or in amounts satisfactory to the parties; (h) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive written agreement providing for the Proposed Business Combination; (i) the ability of Pubco to meet stock exchange listing standards following the consummation of the Proposed Business Combination; (j) the ability of Tactical Resources to meet stock exchange listing standards prior to the completion of the Proposed Business Combination; (k) the effect of the announcement or pendency of the Proposed Business Combination on the market price of securities, business relationships, operating results, current plans and operations of Tactical; (l) risks related to the rollout of Tactical's business and the timing of expected business milestones; (m) the effects of competition of the Proposed Business Combination on Tactical Resources' business and operations; (n) supply shortages in the materials necessary for Tactical's business; (o) delays in construction and operation of facilities; (p) the amount of redemption requests made by Plum's public shareholders; (q) changes in applicable laws or regulations; (r) risks relating to the viability of Tactical's growth strategy, including related capabilities and ability to execute on its business strategy; (s) the parties' estimates of growth and projected financial results and meeting or satisfying the underlying assumptions with respect thereto; (t) the possibility that the parties may be adversely affected by other economic, business, and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increased interest rates; (u) the potential disruption of Tactical's management's time from ongoing business operations due to the Proposed Business Combination; (v) the potential occurrence of a materially adverse change with respect to the financial position, performance, operations or prospects of Tactical; (w) costs related to the Proposed Business Combination; and (x) other risks and uncertainties described from time to time in filings by the parties with the CSA, or otherwise made available to interested parties in connection with the Proposed Business Combination.

The foregoing list is not exhaustive, and new risks may emerge from time to time. If any of these risks materialize or the parties' assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this report. There may be additional risks that Tactical presently do not know or that Tactical currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Tactical assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Tactical does not give any assurance that it will achieve its expectations.