Tactical Resources Corp. Announces Closing of Debenture Offering

Private Placement Details - Tactical Resources Corp completed a non-brokered private placement of unsecured convertible debentures with a principal amount of $500,000 [1] - The debentures have a maturity date of January 21, 2027 and can be converted into units of the company at a conversion price of$0.20 per unit [2] - Each unit consists of one common share and one share purchase warrant, with each warrant exercisable into an additional share at $0.20 for three years [2] - The debentures bear interest at 10$4,564 in connection with the private placement [5] Conversion and Restrictions - The debentures and warrants are subject to blocker provisions that restrict conversion or exercise if it would result in the securityholder holding 10% or more of issued shares (10% blocker) or 20% or more of issued shares (20% blocker) [4] - Securities issued in the private placement are subject to a statutory resale restriction for four months plus one day from the closing date [5] Use of Proceeds and Business Combination - Proceeds from the private placement will be used for general working capital and transaction expenses related to the proposed business combination with Plum Acquisition Corp III [6] - The proposed business combination is expected to close in the first half of 2025 and will provide growth capital for the Peak Project and future development initiatives [13] - At closing, Tactical Resources' existing shareholders will convert 100% of their ownership stakes into a newly-formed public company [13] Company Overview - Tactical Resources is a mineral exploration and development company focused on U S-made rare earth elements used in semiconductors, electric vehicles, advanced robotics, and national defense [9] - The company is developing innovative metallurgical processing techniques to unlock rare earth elements development potential [10] - The company's flagship asset, the Peak Project, contains rights to acquire rare earth elements-enriched tailings and stockpiled materials from the Sierra Blanca Quarry [11] - The Peak Project is strategically located southeast of El Paso, Texas, with extensive infrastructure and initial quarry operating permits already in place [11] Insider Participation - Two insiders of the company participated in the private placement, acquiring debentures with a total aggregate principal amount of $15,000 [7] - The private placement may constitute a related party transaction but is exempt from formal valuation and minority approval requirements [7]