Core Viewpoint - Tactical Resources Corp. has received the final court order approving its business combination transaction with Plum Acquisition Corp. III and related entities, following overwhelming shareholder approval at the recent annual meeting [1] Group 1: Court Approval - The Supreme Court of British Columbia has issued a final order approving the plan of arrangement among Tactical Resources Corp., Plum Acquisition Corp. III, Plum III Amalco Corp., and Plum III Merger Corp. [1] - The final order was sought on December 18, 2025, to validate the previously announced arrangement [1] Group 2: Shareholder Approval - The arrangement was overwhelmingly approved by the shareholders of Tactical Resources Corp. at the annual general and special meeting held on December 16, 2025 [1] - This approval indicates strong support from the shareholders for the proposed business combination [1]

Core Viewpoint - Tactical Resources Corp. announced that shareholders voted overwhelmingly in favor of a special resolution to approve a business combination transaction with Plum Acquisition Corp. III and related entities [1] Group 1: Business Combination Details - The business combination involves a plan of arrangement among Tactical Resources Corp., Plum Acquisition Corp. III, Plum III Amalco Corp., and Plum III Merger Corp. [1] - The agreement for the business combination was initially dated August 22, 2024, and has undergone amendments on December 10, 2024, January 28, 2025, and July 30, 2025 [1] - Plum Acquisition Corp. III will redomicile from the Cayman Islands to British Columbia and amalgamate with Plum III Merger Corp. to form a new corporate entity named New PubCo [1]

Core Viewpoint - Tactical Resources Corp. is consolidating its common shares to meet Nasdaq listing standards in connection with its business combination with Plum Acquisition Corp. III [1] Share Consolidation - The share consolidation will occur on a basis of five pre-consolidation shares for every one post-consolidation share, effective December 5, 2025 [1] - This action is part of the preparations for the resulting issuer, referred to as "New PubCo," to satisfy applicable Nasdaq listing requirements [1] Shareholder Communication - The company has mailed its management information circular and related proxy materials to shareholders for the upcoming annual general and special meeting [1] - The meeting is scheduled to take place at 10:00 a.m. [1]

Core Viewpoint - Tactical Resources Corp is moving forward with a proposed business combination with Plum Acquisition Corp. III, which has received SEC approval for its registration statement, paving the way for Tactical Resources to become a Nasdaq-listed U.S. rare earth development company [1] Group 1: Business Combination Details - The registration statement of Plum III Merger Corp. has been declared effective by the U.S. Securities and Exchange Commission [1] - A shareholder vote for Tactical Resources is scheduled for December 16, 2025 [1] - A special meeting of Plum stockholders to vote on the proposed business combination is set for December 22, 2025 [1] Group 2: Future Prospects - Upon closing of the business combination, Tactical Resources is on track to become a Nasdaq-listed company focused on rare earth development [1]

Core Viewpoint - Tactical Resources Corp has secured a significant financing agreement to support its business combination and enhance its position in the rare earth elements market [1] Financing Agreement - The financing agreement with Yorkville Advisors Global includes up to US$40 million in convertible debt financing and a US$100 million standby equity purchase agreement [1] - This comprehensive financing package is aimed at facilitating the business combination with Plum Acquisition Corp. III [1] Strategic Positioning - The combined company, referred to as PubCo, is expected to list publicly on Nasdaq [1] - The financing will also aid in accelerating near-term project development and the potential commercial supply of domestic rare earth elements [1]

Financial Performance - The Company recorded a net loss of $275,968 for the three months ended September 30, 2025, compared to a net loss of $1,120,388 for the same period in 2024[207][208]. - For the nine months ended September 30, 2025, the Company reported a net loss of $1,525,451, which was higher than the net loss of $861,565 for the same period in 2024[209][210]. - For the nine months ended September 30, 2025, net cash used in operating activities was $740,853, primarily due to a net loss of $1,525,451[211]. - The Company has not generated any operating revenues to date and does not expect to do so until after completing its Initial Business Combination[206]. IPO and Fundraising - The company raised gross proceeds of $250.0 million from its IPO by issuing 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[181]. - An additional 3,250,000 over-allotment units were sold, generating approximately $32.5 million in gross proceeds[181]. - The company entered into a subscription agreement to raise up to $1,500,000 for extension payments and working capital[192]. - The Company entered into a Subscription Agreement to raise up to $1,500,000 from the Investor, with $250,000 funded upon execution and another $250,000 on February 20, 2024[227]. Trust Account and Cash Management - The company placed approximately $282.5 million of net proceeds into a Trust Account, which will be invested in U.S. government securities or money market funds[183]. - As of September 30, 2025, the Company had cash of $107,345 held outside the Trust Account and a working capital deficit of $4,777,567[220]. - Following redemptions, approximately $153,169,659 remained in the Company's trust account after the July meeting, and $24,629,032 remained after subsequent redemptions on February 27, 2024[238]. - The total outstanding balance of the Sponsor Promissory Note and Second Sponsor Promissory Note as of September 30, 2025, was $2,024,867[232]. Shareholder Activity - Shareholders redeemed 13,532,591 Class A ordinary shares for approximately $140,838,808 at a redemption price of $10.41 per share during the July 2023 extraordinary general meeting[189]. - Following the January 2024 extraordinary general meeting, shareholders redeemed 12,433,210 Class A ordinary shares for approximately $134,059,215 at a redemption price of $10.78 per share[191]. - The Company recorded an aggregate redemption amount of approximately $140,838,808 for 13,532,591 Class A ordinary shares at a redemption price of approximately $10.41 per share during the July Extraordinary General Meeting[238]. Business Combination and Deadlines - The company extended the deadline for consummating a business combination to July 30, 2024, during the July 2023 extraordinary general meeting[189]. - The company amended its articles of association to extend the business combination deadline to July 30, 2025, during the January 2025 extraordinary general meeting[193]. - The Company has until July 30, 2026, to complete an Initial Business Combination, or it will face mandatory liquidation[221]. - The Company has entered into multiple amendments to its Business Combination Agreement with Tactical, extending the Agreement End Date to July 30, 2026[202][221]. Costs and Financing Needs - The Company incurred significant costs in pursuit of its Initial Business Combination and may need additional financing to complete it[219]. - The maximum amount of the Sponsor Promissory Note was increased to $2,200,000, with the option to convert up to this amount into Private Placement Warrants at a price of $1.50 per warrant[229]. Accounting and Regulatory Updates - The Company accounts for warrants based on their classification as either equity or liability, with initial fair value determined using appropriate valuation models[241]. - The company has made critical accounting estimates that involve significant uncertainty, particularly in accruals associated with third-party providers and the valuation of Public and Private Placement Warrants[243]. - The FASB issued ASU 2023-09 on December 14, 2023, aimed at enhancing income tax disclosures, effective for annual periods beginning after December 15, 2024[244]. - ASU 2023-07 was issued in November 2023, requiring public entities to disclose significant segment expenses and other segment items, effective for fiscal years beginning after December 15, 2023[245]. - The company adopted ASU 2023-07 on January 1, 2024, with no material impact on its financial statements and disclosures[245]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[246]. Trading and Market Activity - The Company’s Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[205][204].

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit[181]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[181]. - The company placed approximately $282.5 million of net proceeds in a Trust Account, which will be invested in U.S. government securities[183]. - The Company entered into a Subscription Agreement to raise up to $1,500,000 from the Investor, with $250,000 funded upon execution and another $250,000 on February 20, 2024[226]. Business Combination and Extensions - The company extended the deadline for completing a business combination to July 30, 2024, with 13,532,591 Class A ordinary shares redeemed for approximately $140.8 million[189]. - A subsequent extension proposal was approved, moving the deadline to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[190]. - On January 16, 2025, the company extended the business combination deadline to July 30, 2025, with 2,132,366 Class A ordinary shares redeemed for approximately $23.98 million[193]. - The company further extended the deadline to July 30, 2026, with 109,347 Class A ordinary shares redeemed for approximately $1.25 million[194]. - The company has until July 30, 2026, to complete an Initial Business Combination, after which a mandatory liquidation will occur if not consummated[220]. Financial Performance - For the three months ended June 30, 2025, the company recorded a net loss of $884,943, primarily due to operating and formation costs of $659,031 and a loss on fair value of warrant liability of $241,183[205]. - For the six months ended June 30, 2025, the company reported a net loss of $1,249,483, resulting from operating and formation costs of $1,191,762 and a loss on changes in fair value of warrant liability of $139,089[207]. - As of June 30, 2025, the company had cash of $240,081 held outside the Trust Account and a working capital deficit of $4,256,190, which may not be sufficient for operations for at least the next 12 months[219]. - The company incurred significant costs in pursuit of its Initial Business Combination and may have insufficient funds available to operate for the next 12 months[218]. - For the six months ended June 30, 2025, net cash used in operating activities was $508,117, primarily due to a net loss of $1,249,483[209]. Trust Account and Cash Management - The company recorded net cash provided by investing activities of $23,976,224 for the six months ended June 30, 2025, primarily due to cash withdrawn from the Trust Account to pay redeeming shareholders[211]. - The company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with the possibility of needing additional financing to do so[216]. - The company reported that 13,532,591 Class A ordinary shares were redeemed for approximately $140,838,808, leaving $153,169,659 in the Trust Account[237]. Debt and Financial Obligations - As of June 30, 2025, the outstanding balance under the Sponsor Promissory Note was $1,824,867, which includes a total draw of $1,356,000[230]. - The Company amended the Sponsor Promissory Note to increase the maximum amount to $2,200,000, with the option for the Sponsor to convert this amount into Private Placement Warrants at $1.50 per warrant[228]. - The fair value of the Working Capital Loan was $123,500 upon forgiveness by the Sponsor on December 27, 2023[239]. Accounting and Reporting - The Company has identified critical accounting estimates that could materially affect its financial condition, including the valuation of Public and Private Placement Warrants[242]. - The Company has accounted for warrants based on their specific terms, with initial fair value estimated using a binomial/lattice model and Black-Scholes Option Pricing Model[241]. - The Company is currently evaluating the impact of ASU 2023-09 on its financial statements, which enhances income tax disclosures and will be effective for annual periods beginning after December 15, 2024[243]. - The FASB issued ASU 2023-07, effective for fiscal years beginning after December 15, 2023, requiring enhanced segment reporting disclosures[244]. - The amendments mandate annual and interim disclosures of significant segment expenses provided to the CODM[244]. - Public entities must disclose the title and position of the CODM and how segment profit or loss measures are used for performance assessment[244]. - Companies with a single reportable segment must provide all disclosures required by the amendments and existing segment disclosures[244]. - The Company adopted ASU 2023-07 on January 1, 2024, with no material impact on its financial statements and disclosures[244]. - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[245]. Trading and Market Activity - The company’s Class A ordinary shares, warrants, and units began trading on the Pink Current tier of the OTC Markets on January 28, 2025, after being delisted from Nasdaq[203]. - The Company has not engaged in any operations or generated any operating revenues to date, with activities focused on identifying a target company for a business combination[204]. Compensation and Fees - The Chief Financial Officer is entitled to a fee of $12,500 for services related to due diligence, with additional compensation in the form of 365,000 Founder Shares and 175,000 Founder Warrants[233]. - The Company recognized an aggregate fair value of $367,610 for 331,180 Founder Shares assigned to Non-Redeeming Shareholders under Non-Redemption Agreements[232].

IPO and Fundraising - The company completed its IPO on July 30, 2021, raising gross proceeds of $250.0 million from the sale of 25,000,000 units at $10.00 per unit, with offering costs of approximately $13.75 million[170]. - An additional 3,250,000 Over-Allotment Units were sold, generating approximately $32.5 million in gross proceeds[170]. - The company placed approximately $282.5 million of net proceeds in a Trust Account, which will be invested in U.S. government securities or money market funds until a business combination is completed[172]. - The company entered into a Subscription Agreement to raise up to $1.5 million for extension payments and working capital, with specific payments scheduled[182]. - The Sponsor may loan up to $1,500,000 to the Company under a promissory note, which may be convertible into warrants at the option of the Sponsor[213]. Business Combination and Extensions - The company extended the deadline to complete a business combination to July 30, 2024, with shareholders redeeming 13,532,591 Class A ordinary shares for approximately $140.8 million[179]. - In a subsequent meeting on January 29, 2024, shareholders approved an extension to January 30, 2025, with 12,433,210 Class A ordinary shares redeemed for approximately $134.1 million[181]. - On January 16, 2025, the company extended the business combination deadline to July 30, 2025, with 2,132,366 Class A ordinary shares redeemed for approximately $24.0 million[183]. - The Company entered into a business combination agreement with Tactical Resources Corp. and Plum III Merger Corp. on August 22, 2024, to amalgamate into one corporate entity[187]. - The Company has until July 30, 2025, to complete its Initial Business Combination, or it will face mandatory liquidation[206]. Financial Performance and Position - The Company recorded a net loss of $364,540 for the three months ended March 31, 2025, compared to a net loss of $148,236 for the same period in 2024, reflecting an increase in operating and formation costs[193][194]. - For the three months ended March 31, 2025, net cash used in operating activities was $285,965, compared to $215,423 for the same period in 2024, indicating higher operational expenses[195][196]. - As of March 31, 2025, the Company had cash of $93,483 held outside the Trust Account and a working capital deficit of $3,597,159, raising concerns about its ability to operate for the next 12 months[205]. - The Company intends to use substantially all remaining funds in the Trust Account to complete its Initial Business Combination, with potential additional financing required for larger target businesses[202][204]. - The Company incurred significant costs in pursuit of its Initial Business Combination and may need to seek additional financing to complete it[204]. Shareholder Actions and Redemptions - Holders of 13,532,591 Class A ordinary shares redeemed their shares for cash at a redemption price of approximately $10.41 per share, totaling approximately $140,838,808[222]. - After redemptions, approximately $153,169,659 remained in the Company's trust account[222]. - The Company has classified all 28,250,000 Class A ordinary shares sold in the IPO outside of permanent equity due to redemption features[222]. Other Financial Matters - The Chief Financial Officer is entitled to a success fee of $50,000 contingent upon the closing of the Initial Business Combination[218]. - The Working Capital Loan was forgiven by the Sponsor on December 27, 2023, with an aggregate fair value of $123,500 upon forgiveness[224]. - The Company entered into a promissory note with the Sponsor for $100,000, which bears no interest and is to be repaid under specific conditions[216]. - The fair value of the embedded conversion feature within the Sponsor Promissory Note is de minimis[224]. - The Company adopted ASU 2023-07 on January 1, 2024, which has not had a material impact on its financial statements and disclosures[230]. Market Activity - Following a delisting from Nasdaq, the Company's Class A ordinary shares began trading on the Pink Current tier of the OTC Markets on January 28, 2025[190][191]. - The Original Sponsor has no further obligations post-closing of the Purchase Agreement, with the Sponsor assuming all responsibilities related to the company[186].