Plum III Merger Corp.

Tactical Resources Corp. operates in the rare earth element (REE) mining and mineral exploration industry, focused on the exploration and potential development of rare earth elements from materials extracted from the Sierra Blanca Quarry in Hudspeth County, Texas, known as the Peak REE Project. The REE market is characterized by significant global supply concentration, with China presently producing some 60% ¹ of the world's rare earth elements and processing 85% ² of them, and China also dominating the manufacture of metals and NdFeB magnets from rare earths, capabilities that are not currently present in the United States. The Chinese Central Government regulates production via quotas and environmental standards, and over the past few years there has been significant restructuring of the Chinese markets in line with China Central Government policy. The company's strategy is to develop rare earth products used in critical existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies, and the success of the business depends on the continued growth of these end markets.

The mining industry is intensely competitive in all of its phases, including financing, technical resources, personnel and property acquisition. Significant competition exists for the acquisition of properties producing or capable of producing REE or other metals, and PubCo competes with larger, better capitalized competitors in the mining industry, facing strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities. Because of the high costs associated with exploration, the expertise required to analyze a project's potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over PubCo. PubCo likely is at a competitive disadvantage in acquiring additional mining properties because it must compete with other individuals and companies, most of which have greater financial resources, operational experience and technical capabilities. Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, mining equipment and production equipment. Increased competition could adversely affect PubCo's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

Tactical Resources Corp. is an exploration-stage rare earth element company that has not yet generated any revenues from the sale of rare earth minerals. During the fiscal year ended July 31, 2026, the company had no revenues ³, and its operating cash flow needs have been financed through the issuances of debt and equity raises and not through cash flows derived from operations. The company's only rare earth mining project at this time is the Peak REE Project, and its business and continued growth depend on successfully completing the Phase 1 Technical Work Program and reaching anticipated production rates for the production of REEs in accordance with its expected timeframe. The company's goal is to derive revenues from the sale of rare earth and related minerals, and its long-term success depends on its ability to identify mineral deposits in the Peak REE Project or other properties it may acquire that it can then develop into commercially viable processing operations.

The Peak REE Project is an exploration stage property in the early stage of exploration and evaluation, and there is no history of producing metals from the Peak REE Project. The company's belief that the Peak REE Project contains commercially exploitable minerals has been based solely on preliminary tests that PubCo has conducted and data provided by its third-party expert. The Sierra Blanca Quarry has been leased to Sierra Blanca Quarry, LLC pursuant to Mining Lease M-11469 (the Project Lease), which expires by its terms in February 2028 ⁴. The Project Lease is between SBQ and the State of Texas, and all of PubCo's rights under the SBQ Offtake Agreement are subject to the continued existence of the Project Lease. PubCo has no right to cause SBQ to extend the Project Lease after the expiration of its term, and PubCo also has no right to cause SBQ to continue to mine the Project Lease and provide PubCo with a continuous stream of tailings. PubCo does have an option to acquire all of the membership interests in SBQ.

On August 13, 2026 ⁵, Tactical Resources Corp. (f.k.a. Plum III Merger Corp.) consummated the business combination contemplated by the Business Combination Agreement dated as of August 22, 2024, by and among PubCo, Plum Acquisition Corp. III, Plum III Amalco Corp., and Tactical Resources Holdings Corp. The final TRC Exchange Ratio was determined to be 4.45396657 ⁶. On August 13, 2026 ⁷, the PubCo board of directors approved a one-for-four reverse stock split, which effected on August 17, 2026 ⁸. As a result of the application of the TRC Exchange Ratio and the PubCo Stock Split, each TRC Common Share was converted into 1.11349164 ⁹ PubCo Common Shares. On August 20, 2026 ¹⁰, the PubCo Common Shares began trading on the Nasdaq Capital Market under the symbol TREO. At the closing of the Business Combination, a subsidiary of PubCo purchased 1.5 million tons ¹¹ of tailings from Sierra Blanca Quarry, LLC for a purchase price consisting of 750,000 ¹² PubCo Common Shares. Also at the closing of the Business Combination, Yorkville loaned PubCo $7,500,000 ¹³ in exchange for the initial Yorkville Note in the amount of $7,500,000 ¹⁴. On November 5, 2025 ¹⁵, the company entered into the Yorkville Financing with Yorkville, pursuant to which Yorkville committed to purchase up to $100 million ¹⁶ Common Shares, subject to certain limitations and conditions, with the Common Shares that may be issued under the Yorkville Financing sold by the company to Yorkville at its discretion, from time to time, over a 36-month period ¹⁷ commencing on the date of the Yorkville Financing.

The company's financial statements have been prepared assuming that PubCo will continue as a going concern. PubCo has an accumulated deficit from inception through July 31, 2026, of approximately $16.2 million ¹⁸, has yet to achieve profitable operations, and projects further losses in the development of its business. During the fiscal year ended July 31, 2026, the company had no revenues ¹⁹. For the fiscal year ended July 31, 2026, the company's net loss was approximately $2.9 million ²⁰ and its accumulated deficit as of July 31, 2026 was approximately $16.2 million ²¹. At July 31, 2026, the company's cash position was approximately $282,146 ²² and its working capital deficit was approximately $6.9 million ²³. Based on these factors, there is substantial doubt as to PubCo's ability to continue as a going concern for a period of twelve months from the issuance date of its most recent audited financial statements. The company will need to raise additional capital to support operations and execute on its business plan, which may include the issuance of equity or convertible debt securities, and there is no guarantee that it will be able to raise additional capital on a timely basis or on acceptable terms.

The company's business and continued growth depend on its ability to complete the Phase 1 Technical Work Program at the Peak REE Project, which is its only rare earth mining project. The anticipated funding required to complete the Phase 1 Technical Work Program at the Peak REE Project is based on certain estimates and assumptions the company has made about the additional equipment, labor, permits and other factors required to complete the project. If any of these estimates or assumptions change, the actual timing and amount of capital required to complete the Phase 1 Technical Work Program may vary materially from what the company anticipates. Additional funds may be required in the event of significant departures from current plans, unforeseen delays, cost overruns, engineering design changes or other unanticipated events or expenses. The company's business and continued growth will be based on successfully completing the Phase 1 Technical Work Program and reaching anticipated production rates for the production of REEs in accordance with its expected timeframe.

The company's strategy is to develop rare earth products which are used in critical existing and emerging technologies, such as hybrid and electric vehicles, wind turbines, robotics, medical equipment, military equipment and other high-growth, advanced motion technologies. The success of the business depends on the continued growth of these end markets and successfully commercializing rare earth products in such markets. If the market for these critical existing and emerging technologies does not grow as expected, grows more slowly than expected, or if the demand for the company's products in these markets decreases, then the business, prospects, financial condition and operating results could be harmed. The market for these technologies, particularly in the automotive industry, tends to be cyclical, which exposes the company to increased volatility.

The company intends to use significant amounts of chemical reagents to process REEs. On-site production of these reagents could be delayed and any production could be hampered by any disruptions in the process used to produce these chemicals. A significant increase in the price, or decrease in the availability of these chemicals before the company restarts its ability to produce them on-site, or restrictions imposed by environmental regulations or law on chemical use, could materially increase operating costs and adversely affect profit margins and production volumes. The company expects to transport its products to future customers wherever they are located, and finding affordable and dependable transportation will be important because it will allow the company to supply customers around the world. Labor disputes, embargos, government restrictions, work stoppages, pandemics, derailments, damage or loss events, adverse weather conditions, other environmental events, changes to rail or ocean freight systems or other events and activities beyond the company's control could interrupt or limit available transport services, which could result in customer dissatisfaction and loss of sales potential.

Upon the completion of the Phase 1 Technical Work Program, the company will need to be able to process REEs to meet customer needs and specifications and to provide customers with a consistently high-quality product and to meet ever-stricter purity requirements. An inability to perfect the mineral extraction processes to meet individual customer specifications may have a material adverse effect on financial condition or results of operations. Customer needs and specifications may change with time, and any delay or failure in developing processes to meet changing customer needs and specifications may have a material adverse effect on financial condition or results of operations. Efficient production of REEs using modern techniques and equipment will require skilled management, scientific, technical, marketing and support personnel, and optimization and eventual downstream efforts will significantly increase the number of skilled operators, maintenance technicians, engineers and other personnel required to successfully operate the business.

The company will need to raise additional capital to support operations and execute on its business plan, which may include the issuance of equity or convertible debt securities. There is no guarantee that the company will be able to raise additional capital on a timely basis or on acceptable terms. To the extent that the company raises additional funds by issuing equity or convertible debt securities, PubCo Shareholders may experience additional dilution. Newly issued securities may include preferences, superior voting rights, and the issuance of warrants or other convertible securities that will have additional dilutive effects. The company may also be required to recognize non-cash expenses in connection with certain securities it may issue, such as convertible notes and warrants, which will adversely impact financial condition and results of operations. The company's ability to obtain needed financing may be impaired by such factors as the weakness of capital markets, and the fact that it has not been profitable, which could impact the availability and cost of future financings.

The company's operations relating to the Peak REE Project currently rely on electricity provided by a single utility company. Instability in electrical supply could cause sporadic outages and brownouts and result in temporary interruptions of processing operations. If power to the Peak REE Project is disrupted during certain phases of the REE extraction process, the company may incur significant delays and expenses that may adversely impact its ability to generate future revenues. Mining and mineral exploration involves various types of risks and hazards, including environmental hazards, power outages, metallurgical and other processing problems, personal injury, flooding, fire, explosions, cave-ins, landslides and rock-bursts, inability to obtain suitable or adequate machinery, equipment, or labor, metals losses, fluctuations in exploration, development and production costs, labor disputes, unanticipated variations in grade, mechanical equipment failure, and periodic interruptions due to inclement or hazardous weather conditions.

Both mineral exploration and extraction at the Peak REE Project requires permits from various federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Permits currently required include an operating plan for the conduct of exploration and development approved by the Texas General Land Office, an operating plan for production approved by the GLO, and reporting to and compliance with regulations of the Texas Commission of Environmental Quality. If PubCo recovers uranium at the Peak REE Project, it will be required to obtain a source material license from the United States Nuclear Regulatory Commission. PubCo may also be subject to the reporting requirements and regulations of the Texas Department of Health. Issuance of permits for the company's activities is subject to the discretion of government authorities, and the company may be unable to obtain or maintain such permits.

The most material risks to Tactical Resources Corp. center on its going-concern status and the capital intensity of its sole project. The company has an accumulated deficit from inception through July 31, 2026, of approximately $16.2 million ²⁴, has yet to achieve profitable operations, and projects further losses, with substantial doubt as to its ability to continue as a going concern for a period of twelve months from the issuance date of its most recent audited financial statements. During the fiscal year ended July 31, 2026, the company had no revenues ²⁵, its net loss was approximately $2.9 million ²⁶, its cash position at July 31, 2026 was approximately $282,146 ²⁷, and its working capital deficit was approximately $6.9 million ²⁸. The Peak REE Project is in the exploration stage, there is no history of producing metals from it, and the company has not established that it contains any commercially exploitable quantities of mineral reserve. The Sierra Blanca Quarry has been leased to SBQ pursuant to the Project Lease, which expires by its terms in February 2028 ²⁹, and PubCo has no right to cause SBQ to extend the Project Lease after the expiration of its term or to continue to mine the Project Lease and provide PubCo with a continuous stream of tailings; if SBQ decides to let the Project Lease expire, PubCo would lose all access to the Project Lease and the tailings located thereon, effectively preventing it from conducting any extraction of REEs from the mine tailings. The company also faces intense competition from larger, better capitalized competitors in the mining industry, and China presently produces some 60% ³⁰ of the world's rare earth elements and processes 85% ³¹ of them, with the potential for increased global supply, dumping, and predatory pricing to materially adversely affect prospective profitability.

Management's message to shareholders is dominated by the transformative completion of the business combination with Plum Acquisition Corp. III and the concurrent listing on Nasdaq, which management frames as the foundational step toward building a domestic rare earth element supply capability in the United States. The company's strategic priorities center on completing the Phase 1 Technical Work Program at the Peak REE Project, which is its only rare earth mining project, and on securing the financing required to fund that program and ongoing operations. Management has secured a standby equity purchase agreement with Yorkville pursuant to which Yorkville committed to purchase up to $100 million ³² Common Shares, with $7,500,000 ³³ made available at the closing of the Business Combination in the form of a pre-paid advance evidenced by a convertible promissory note, $2,500,000 ³⁴ available in the form of a second pre-paid advance on the date the post-business combination registration statement is declared effective, and $30,000,000 ³⁵ available in the form of a third pre-paid advance at such time as agreed to by the Investor and PubCo, each subject to a discount in the amount equal to 5% ³⁶ of the principal amount structured as an original issue discount, with an availability period of 36 months ³⁷ after the date of the SEPA. Management also emphasizes the strategic acquisition of 1.5 million tons ³⁸ of tailings from Sierra Blanca Quarry, LLC for a purchase price consisting of 750,000 ³⁹ PubCo Common Shares, and the option to acquire all of the membership interests in SBQ. Management candidly acknowledges that the financial statements have been prepared assuming the company will continue as a going concern, that the company has an accumulated deficit from inception through July 31, 2026, of approximately $16.2 million ⁴⁰, that it had no revenues ⁴¹ during the fiscal year ended July 31, 2026, that its net loss for that year was approximately $2.9 million ⁴², that its cash position at July 31, 2026 was approximately $282,146 ⁴³, and that its working capital deficit was approximately $6.9 million ⁴⁴, with substantial doubt as to its ability to continue as a going concern for a period of twelve months from the issuance date of its most recent audited financial statements.