Announcement • Aug 14
Tactical Resources Corp. (TSXV:RARE) completed the acquisition of Plum Acquisition Corp. III (NasdaqCM:PLMJ) from Alpha Partners Technology Merger Sponsor LLC, Mercury Capital, LLC, Polar Asset Management Partners Inc., Millennium Management LLC, Westchester Capital Management, LLC and others in a reverse merger transaction.
Tactical Resources Corp. (TSXV:RARE) entered into a definitive business combination agreement to acquire Plum Acquisition Corp. III (NasdaqCM:PLMJ) from Alpha Partners Technology Merger Sponsor LLC, Mercury Capital, LLC, Polar Asset Management Partners Inc., Millennium Management LLC, Westchester Capital Management, LLC and others for approximately $600 million in a reverse merger transaction on August 22, 2024. Under the terms of the transaction, Tactical Resources’ existing shareholders will convert 100% of their equity ownership stakes into resulting issuer and are expected to own approximately 82.1% of resulting issuer upon consummation of the transaction. As part of the transaction, the New PubCo will be named "Tactical Resources Corp." and will begin trading on the Nasdaq Capital Market under the ticker symbol “TREO.” In case of termination of the transaction under certain circumstances, each party would be required to pay a termination fee in an amount equal to the sum of (i) $2 million and (ii) the lesser of $2.5 million and the reasonable and documented third-party, out-of-pocket fees and expenses incurred to other party.
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. Under the terms of Jett agreement, New company will pay Jett a debt financing fee consisting of $0.093 million 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. 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 $0.093 million in cash and 9,375 New PubCo Common Shares. On December 5, 2025, Tactical Resources consolidated its common shares on the basis of five pre-consolidation Shares for every one post-consolidation Share. The Consolidation will not affect the consideration payable to Company shareholders in connection with the Business Combination. Following completion of the Consolidation, Company shareholders will receive the same effective number of New PubCo shares as they would have received if the Consolidation had not been implemented and will retain the same proportionate ownership interest in New PubCo immediately following completion of the transaction.
The transaction is subject to customary closing conditions, including regulatory approvals including any applicable waiting periods therefor shall have expired or been terminated, court approvals, all requisite approvals by shareholders of Plum and Tactical Resources, the listing approval of Nasdaq Stock Market, the effectiveness of the registration statement on Form F-4, and after giving effect to any SPAC Share Redemptions, resulting issuer having at least $5,000,001 of net tangible assets. The transaction was unanimously approved by Plum’s board of directors and by the disinterested members of Tactical's board of directors based upon a unanimous recommendation of a special committee of independent directors. The transaction is expected to complete in the fourth quarter of 2024. As of January 15, 2025, the transaction is expected to close in the first half of 2025. As of July 31, 2025 The outside date for completion of the Proposed Business Combination has been extended from July 30, 2025 to July 30, 2026. As of December 16, 2025, the transaction has been approved by the shareholders of Tactical Resources Corp. As of July 16, 2026, Plum Acquisition Corp. III sought shareholder approval to extend the deadline for completing its proposed business combination with Tactical Resources Corp. from July 30, 2026 to December 31, 2026. As of July 20, 2026, the transaction has received approval from Nasdaq and the transaction is now expected to close on July 28, 2026. Tactical Resources announced that it has received an approval letter from the Nasdaq Listing Center for the listing of the common shares of the resulting issuer and the trading of those shares on the Nasdaq Capital Market upon completion of the business combination with Plum Acquisition Corp. III. Tactical Resources Corp. will delist from the TSX Venture Exchange upon closing.
Cohen & Company Capital Markets is serving as the exclusive financial advisor, lead capital markets advisor and placement agent to Plum Acquisition Corp. III. Jett Capital Advisors, LLC is serving as exclusive financial advisor, lead capital markets advisor and co-placement agent to Tactical Resources. Richard Aftanas and John Duke of Hogan Lovells US LLP and Francesco Gucciardo of Aird & Berlis LLP are serving as legal counsel to Plum, and Alain Dermarkar and Romain Dambre of Allen Overy Shearman Sterling US LLP and Desmond Balakrishnan of McMillan LLP are serving as legal counsel to Tactical Resources. Manning Elliott LLP is serving as auditor to Tactical Resources. Continental Stock Transfer & Trust Company acted as transfer agent to Plum Acquisition. Marcum LLP acted as independent registered public accounting firm to Plum. Plum engaged Advantage Proxy, Inc. as Proxy Solicitor to assist in the solicitation of proxies for the Shareholder Meeting. Plum will pay the Proxy Solicitor an approximate fee of $8,500, plus reasonable out-of-pocket expenses. A&O Shearman acted as legal advisor to Tactical Resources Corp.
Tactical Resources Corp. (TSXV:RARE) completed the acquisition of Plum Acquisition Corp. III (NasdaqCM:PLMJ) from Alpha Partners Technology Merger Sponsor LLC, Mercury Capital, LLC, Polar Asset Management Partners Inc., Millennium Management LLC, Westchester Capital Management, LLC and others in a reverse merger transaction on August 13, 2026.
