- Tactical Resources’ mission is to become America’s next
producer of Rare Earth Elements (REEs), the critical materials
needed in the development of modern technologies with uses in
semiconductors, electric vehicles, advanced robotics, and most
importantly, national defense.
- The proposed business combination with Plum Acquisition Corp.
III implies a pro forma enterprise value of $589 million.
- With China currently producing nearly 70% of the world’s REEs,
Tactical Resources’ role as one of only a few near-term
U.S.-focused REEs developers creates an opportunity to deliver
value in strengthening both domestic supply chains and national
security.
- Tactical Resources’ Peak Project has the exclusive rights to
acquire REEs enriched tailings and stockpiled materials from the
Sierra Blanca Quarry (SBQ). The Peak Project has access to an
existing advanced permitted and operational mine in Texas with
proven REEs enriched tailings already extracted, and one of only a
few rare earth hard rock Direct-Leach-Extractable projects in the
world.
- Transaction proceeds will support Tactical Resources’ strategic
growth plan, which includes helping finance Tactical Resources’
operations plan at the Peak Project and the progression of Tactical
Resources’ future production activities.
Tactical Resources Corp (TSX.V: RARE | OTC: USREF) (“Tactical
Resources” or the “Company”), a mineral exploration and development
company, and Plum Acquisition Corp. III (NASDAQ: PLMJ) (“Plum”), a
NASDAQ-listed special purpose acquisition company, today announced
they have entered into a definitive business combination agreement
(the “Business Combination Agreement”). The proposed business
combination (the “Proposed Business Combination”) is expected to be
completed (the “Closing”) in the fourth quarter of 2024, subject to
customary closing conditions, including regulatory, court and
stockholder approvals.
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The Company’s flagship asset, the Peak Project (“Peak Project”)
contains the rights to acquire REEs enriched tailings and
stockpiled materials extracted from the Sierra Blanca Quarry
(“SBQ”). The Peak Project is a rare earth focused project
strategically located southeast of El Paso, Texas. This convenient
location in a mining-friendly jurisdiction offers extensive
infrastructure, including easy highway, power, water, and rail line
access. Tactical Resources believes that the Peak Project will
enable it to become a significant REEs producer in the United
States.
The Peak Project is one of only a few rare earth hard rock
Direct-Leach-Extractable projects in the world, with initial quarry
operating permits already in place. The Company also has an
exclusive option to purchase SBQ’s mining lease and associated
infrastructure for the Peak Project.
With China currently producing nearly 70% of the world’s REEs
and demand for REEs continuing to grow, North America continues to
look outside China to deliver supply of REEs. Tactical Resources is
focused on supplying a range of REEs to the U.S. market to support
the development of modern technologies with uses in semiconductors,
electric vehicles, advanced robotics, and most importantly,
national defense.
Key Investment Highlights
- Growing Rare Earth Elements (REEs) Mining Asset and
Company – strong position with geographic focus in the
U.S.
- Significant Geo-Political and Supply Implications –
enabling reduced dependence on China for REEs critically needed for
semiconductors, electric vehicles, advanced robotics, and most
importantly, national defense.
- Existing Operational Mine in Texas with Proven REEs Enriched
Tailings Already Extracted -- demonstrated testing results
showcases potential future success.
- Strong and Compelling Financial Upside – based on
established precedents and low initial capital expenditures to get
to initial production.
- Dedicated Management Team with Proven Track Record –
deep industry experience and substantial sector expertise.
Management Commentary
Ranjeet Sundher, CEO of Tactical Resources, commented:
“Today represents a significant day and an exciting milestone for
Tactical Resources. We believe that this business combination with
Plum will enable us to advance our growth strategy and form
strategic alliances that enhance shareholder value. Tactical
Resources intends to use the capital raised to transform both
domestic and international rare earth element supply chains and
lessen America’s reliance on overseas critical mineral resources.
While others may be focusing on the manufacturing of singular
end-products such as magnets, our focus is on the more critical raw
ingredients needed to fuel the overarching rare earth elements
ecosystem. Given the advanced infrastructure nearby our project,
what sets us apart is that we believe we won’t need the billions of
dollars and decades of time typically needed in the mining industry
to put our project into production. We believe that this business
combination will help position Tactical Resources to become a
significant rare earth elements producer in the United States.”
Kanishka Roy, CEO of Plum, added: “We are thrilled to
announce our business combination with Tactical Resources. At Plum,
we are committed to partnering with companies with strong business
profiles and experienced management teams, and Tactical Resources
stood out to us due to a compelling history of successes achieved
by members of its management team and a very important mission to
enhance national security. With the U.S.’s reliance on Chinese rare
earth element sources, we believe that Tactical Resources is poised
to play a critical role in supply chains essential to
semiconductors, a clean energy future, and the national defense
industry. We look forward to collaborating with Tactical Resources,
Ranjeet and his team, as Tactical Resources grows and works to
create shareholder value.”
Proposed Business Combination Overview
The Proposed Business Combination implies a pro forma enterprise
value of $589 million, assuming Tactical Resources is delivered on
a cash free, debt free basis. The proceeds of the Proposed Business
Combination will support Tactical Resources’ strategic growth plan,
which includes helping finance Tactical Resources’ operations plan
at the Peak Project and the progression of Tactical Resources’
future production activities.
Pursuant to the Business Combination Agreement, Plum, a Cayman
Islands exempted company, will re-domicile in the Province of
British Columbia, Canada and amalgamate with a newly formed company
incorporating under the laws of the Province of British Columbia
(“Pubco”) to form one corporate entity (“New Pubco”). A newly
formed, wholly-owned subsidiary of Plum incorporated under the laws
of the Province of British Columbia (“Amalco”) will amalgamate with
the Company to form one corporate entity, such that, following the
amalgamation, the Company 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.
The aggregate transaction consideration deliverable to the
Company’s shareholders will be a number of newly issued common
shares of New Pubco based on a $500 million pre-transaction equity
value of the Company.
The Proposed Business Combination has been unanimously approved
by the board of directors of Plum and by the disinterested
directors of the board of directors of the Company. The Proposed
Business Combination is expected to be completed in the fourth
quarter of 2024, subject to customary closing conditions, including
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 to be filed
by New Pubco with the U.S. Securities and Exchange Commission
(“SEC”) in connection with the Proposed Business Combination (the
“Registration Statement”), and satisfaction or waiver of the other
conditions set forth in the Business Combination Agreement. The
Company is expected to delist from the TSX Venture Exchange upon
closing of the Proposed Business Combination.
Under the terms of the Business Combination Agreement, Tactical
Resources’ existing shareholders will convert 100% of their
equity/ownership stakes into New Pubco and are expected to own
approximately 82% of New Pubco upon consummation of the Proposed
Business Combination.
An investor presentation discussing the Proposed Business
Combination has been posted to Plum’s investor website, which is
available at https://plumpartners.com/.
Additional information about the Proposed Business Combination,
including a copy of the Business Combination Agreement, will be
provided in a Current Report on Form 8-K to be filed by Plum with
the U.S. Securities and Exchange Commission (the “SEC”) and
available at www.sec.gov.
The Company will be filing a copy of the Business Combination
Agreement and related transaction documents under its profile on
SEDAR+ at www.sedarplus.ca. Additional details relating to the
Proposed Business Combination will be included in a management
information circular of the Company to be filed with applicable
regulatory authorities and mailed to shareholders of the Company to
seek approval of the Proposed Business Combination. Shareholders of
the Company and other interested parties are advised to read the
materials relating to the Proposed Business Combination, including
the Business Combination Agreement that will be filed by the
Company with securities regulatory authorities in Canada, when they
become available. Anyone may obtain copies of these documents when
available free of charge under the Company’s profile on SEDAR+.
Advisors
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. Hogan Lovells
US LLP and Aird & Berlis LLP are serving as legal counsel to
Plum, and Allen Overy Shearman Sterling US LLP and McMillan LLP are
serving as legal counsel to Tactical Resources. Manning Elliott LLP
is serving as auditor to Tactical Resources.
About Tactical Resources
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 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/.
Forward-Looking Statements
Certain statements included in this press release are not
historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. All statements other than
statements of historical facts contained in this press release are
forward-looking statements. Any statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions, are also
forward-looking statements. In some cases, you can identify
forward-looking statements by words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “strategy,” “future,” “opportunity,” “may,” “target,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” “preliminary,” or similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters, but the absence of these words does not mean
that a statement is not forward-looking. Forward-looking statements
include, without limitation, Plum’s, Tactical Resources’, or their
respective management teams’ expectations concerning the outlook
for their or Tactical Resources’ business, productivity, plans, and
goals for future operational improvements and capital investments,
operational performance, future market conditions, or economic
performance and developments in the capital and credit markets and
expected future financial performance, including expected net
proceeds, expected additional funding, the percentage of
redemptions of Plum’s public stockholders, growth prospects and
outlook of Tactical Resources’ operations, individually or in the
aggregate, including the achievement of project milestones,
commencement and completion of commercial operations of certain of
Tactical Resources’ projects, as well as any information concerning
possible or assumed future results of operations of Tactical
Resources. Forward-looking statements also include statements
regarding the expected benefits of the Proposed Business
Combination. The forward-looking statements are based on the
current expectations of the respective management teams of Tactical
Resources and Plum, as applicable, and are inherently subject to
uncertainties and changes in circumstance and their potential
effects. There can be no assurance that future developments will be
those that have been anticipated. These forward-looking statements
involve a number of risks, uncertainties or other assumptions that
may cause actual results or performance to be materially different
from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not
limited to, (i) 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 Plum’s securities; (ii) the risk that the
Proposed Business Combination may not be completed by Plum’s
business combination deadline and the potential failure to obtain
an extension of the business combination deadline if sought by
Plum; (iii) the failure to satisfy the conditions to the
consummation of the Proposed Business Combination, including the
adoption of the Business Combination Agreement by the shareholders
of Plum and Tactical Resources and the receipt of certain
regulatory and court approvals; (iv) market risks; (v) the
occurrence of any event, change or other circumstance that could
give rise to the termination of the Business Combination Agreement;
(vi) the effect of the announcement or pendency of the Proposed
Business Combination on Tactical Resources’ business relationships,
performance, and business generally; (vii) risks that the Proposed
Business Combination disrupts current plans of Tactical Resources
and potential difficulties in its employee retention as a result of
the Proposed Business Combination; (viii) the outcome of any legal
proceedings that may be instituted against Tactical Resources or
Plum related to the Business Combination Agreement or the Proposed
Business Combination; (ix) failure to realize the anticipated
benefits of the Proposed Business Combination; (x) the inability to
maintain the listing of Plum’s securities or to meet listing
requirements and maintain the listing of New Pubco’s securities on
Nasdaq; (xi) the risk that the price of New Pubco’s securities may
be volatile due to a variety of factors, including changes in the
highly competitive industries in which Tactical Resources plans to
operate, variations in performance across competitors, changes in
laws, regulations, technologies, natural disasters or health
epidemics/pandemics, national security tensions, and macro-economic
and social environments affecting its business, and changes in the
combined capital structure; (xii) the inability to implement
business plans, forecasts, and other expectations after the
completion of the Proposed Business Combination, identify and
realize additional opportunities, and manage its growth and
expanding operations; (xiii) the risk that Tactical Resources may
not be able to successfully develop its mining projects, and/or its
expansion plan (xiv) the risk that Tactical Resources will be
unable to raise additional capital to execute its business plan,
which many not be available on acceptable terms or at all; (xv)
political and social risks of operating in the U.S. and other
countries; (xvi) the operational hazards and risks that Tactical
Resources faces; and (xvii) the risk that additional financing in
connection with the Proposed Business Combination may not be raised
on favorable terms. The foregoing list is not exhaustive, and there
may be additional risks that neither Plum nor Tactical Resources
presently knows or that Plum and Tactical Resources currently
believe are immaterial. You should carefully consider the foregoing
factors, any other factors discussed in this press release and the
other risks and uncertainties described in the “Risk Factors”
section of Plum’s Annual Report on Form 10-K for the year ended
December 31, 2023, which was filed with the SEC on July 1, 2024,
the risks to be described in the Registration Statement, which will
include a preliminary proxy statement/prospectus, and those
discussed and identified in filings made with the SEC by Plum and
Pubco and filings made by Tactical Resources with the Canadian
Securities Administrators (the “CSA”) from time to time. Tactical
Resources and Plum caution you against placing undue reliance on
forward-looking statements, which reflect current beliefs and are
based on information currently available as of the date a
forward-looking statement is made. Forward-looking statements set
forth in this press release speak only as of the date of this press
release. None of Tactical Resources, Plum, or Pubco undertakes any
obligation to revise forward-looking statements to reflect future
events, changes in circumstances, or changes in beliefs. In the
event that any forward-looking statement is updated, no inference
should be made that Tactical Resources, Plum, or Pubco will make
additional updates with respect to that statement, related matters,
or any other forward-looking statements. Any corrections or
revisions and other important assumptions and factors that could
cause actual results to differ materially from forward-looking
statements, including discussions of significant risk factors, may
appear, up to the consummation of the Proposed Business
Combination, in Plum’s or Pubco’s public filings with the SEC, or
Tactical Resources’ filings with the CSA, which are or will be (as
appropriate) accessible at www.sec.gov or on SEDAR+ at
www.sedarplus.ca, and which you are advised to review
carefully.
Important Information for Investors and Shareholders
In connection with the Proposed Business Combination, Pubco
intends to file with the SEC the Registration Statement, which will
include a prospectus with respect to Pubco’s securities to be
issued in connection with the Proposed Business Combination and a
proxy statement to be distributed to holders of Plum’s common
shares in connection with Plum’s solicitation of proxies for the
vote by Plum’s shareholders with respect to the Proposed Business
Combination and other matters to be described in the Registration
Statement (the “Proxy Statement”). After the SEC declares the
Registration Statement effective, Plum plans to file a definitive
Proxy Statement and prospectus with the SEC and to mail copies to
stockholders of Plum as of a record date to be established for
voting on the Proposed Business Combination. In addition, the
Company will prepare and mail an information circular relating to
the Business Combination to its shareholders. This press release
does not contain all the information that should be considered
concerning the Proposed Business Combination and is not a
substitute for the Registration Statement, Proxy Statement or for
any other document that Pubco or Plum may file with the SEC or that
Tactical Resources may file with the CSA. Before making any
investment or voting decision, investors and security holders of
Plum and Tactical Resources are urged to read the Registration
Statement and the Proxy Statement, and any amendments or
supplements thereto, as well as all other relevant materials filed
or that will be filed with the SEC or CSA in connection with the
Proposed Business Combination as they become available because they
will contain important information about Tactical Resources, Plum,
Pubco and the Proposed Business Combination.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the Proxy Statement and all
other relevant documents filed or that will be filed with the SEC
by Pubco and Plum through the website maintained by the SEC at
www.sec.gov and with the CSA through SEDAR+ at www.sedarplus.ca. In
addition, the documents filed by Pubco and Plum may be obtained
free of charge from Plum’s website at https://plumpartners.com/ or
by directing a request to Kanishka Roy, Chief Executive Officer,
2021 Fillmore St. #2089, San Francisco, California 94115; Tel:
929-529-7125. The information contained on, or that may be accessed
through, the websites referenced in this press release is not
incorporated by reference into, and is not a part of, this press
release.
Participants in the Solicitation
Tactical Resources, Plum, Pubco and their respective directors,
executive officers and other members of management and employees
may, under the rules of the SEC or CSA, be deemed to be
participants in the solicitations of proxies in connection with the
Proposed Business Combination. For more information about the
names, affiliations and interests of Plum’s directors and executive
officers, please refer to Plum’s annual report on Form 10-K filed
with the SEC on July 1, 2024, and Registration Statement, Proxy
Statement and other relevant materials filed with the SEC in
connection with the Proposed Business Combination when they become
available. Information about the directors and executive officers
of Tactical Resources can be found in its Management Information
Circular dated October 26, 2023, which was filed with the CSA on
November 11, 2023. Additional information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, which may, in some cases, be
different than those of Plum’s or Tactical Resource’s shareholders
generally, will be included in the Registration Statement and the
Proxy Statement and other relevant materials when they are filed
with the SEC or the CSA when they become available. Shareholders,
potential investors and other interested persons should read the
Registration Statement and the Proxy Statement and other such
documents carefully, when they become available, before making any
voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
No Offer or Solicitation
This document shall not constitute a “solicitation” as defined
in Section 14 of the Securities Exchange Act of 1934, as amended.
This document shall not constitute an offer to sell or exchange,
the solicitation of an offer to buy or a recommendation to
purchase, any securities, or a solicitation of any vote, consent or
approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale may be unlawful under the laws of such jurisdiction. No
offering of securities in the Proposed Business Combination shall
be made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, or an exemption
therefrom.
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Investor and Media Relations Contact
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Investors investors@tacticalresources.com
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