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Disclaimer

This investor website (together with oral statements made herewith, this “Website”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) among Plum Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), Plum III Merger Corp. , a corporation formed under the laws of the Province of British Columbia (“Pubco”), and Tactical Resources Corp., a corporation formed under the laws of the Province of British Columbia (“Tactical” and together with the Company and Pubco, the “Parties”). The information contained herein does not purport to be all-inclusive, and none of the Company, Pubco, Tactical or Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”), nor any of their respective affiliates, control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Website. No part of this Website should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Website, you confirm that you are not relying upon the information contained herein to make any investment decision. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation (including, without limitation, Cohen or any of its affiliates, control persons, officers, directors or employees) in making any investment, or decision to invest or not to invest, in the Company, Pubco or Tactical or in connection with the Business Combination. None of the Company, Pubco, Tactical or Cohen, nor any of their respective affiliates, control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment, or decision to invest or not to invest, in the Company, Pubco or Tactical or in connection with the Business Combination. 

This Website contains proprietary and confidential information of the Parties and shall remain the property of the Parties.  The reader agrees, by accepting delivery of this Website, to not use this Website or its contents for any purpose other than as expressly authorized by the Parties.

The reader also acknowledges that the information contained in this Website is preliminary in nature and is subject to change, and any such changes may, individually or in the aggregate, be material. The Parties reserve the right to update or supplement any information contained in this Website but expressly disclaim any obligation to do so.

Additional Information

In connection with the Business Combination, the Parties have prepared, and Pubco filed with the U.S. Securities and Exchange Commission (the “SEC”), a registration statement on Form F-4 (the “Registration Statement”). The Registration Statement contains a preliminary proxy statement/prospectus of Pubco, and after the Registration Statement is declared effective, the Company will mail the Registration Statement containing a definitive proxy statement/prospectus relating to the Business Combination to its shareholders and Tactical will prepare and mail an information circular relating to the Business Combination to its shareholders. This Website does not contain all of the information that should be considered concerning the Business Combination and is not a substitute for any proxy statement, registration statement, proxy statement/prospectus, information circular or other documents the Company, Pubco or Tactical may file with the SEC or the Canadian Securities Administrators (the “CSA”) from time to time in connection with the Business Combination.

INVESTORS AND SECURITY HOLDERS IN THE COMPANY AND TACTICAL AND ALL OTHER INTERESTED PARTIES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY THE COMPANY, PUBCO OR TACTICAL WITH THE SEC OR THE CSA IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.

 Investors and security holders in the Company and Tactical and all other interested parties will be able to obtain free copies of the Registration Statement and other documents filed by the Company, Pubco or Tactical with the SEC through the website maintained by the SEC at www.sec.gov and with the CSA through SEDAR+ at www.sedarplus.ca.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

No Offer or Solicitation

This Website does not constitute (a) a solicitation of a proxy, consent, vote, approval or authorization with respect to any securities or in respect of the Business Combination, (b) an offer to sell, the solicitation of an offer to buy any securities or a recommendation to purchase any securities or (c) an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended, or an exemption therefrom.

Participants in Solicitation

The Company, Pubco and Tactical, and certain of their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in connection with the Business Combination. Information about the directors and executive officers of the Company can be found in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on March 8, 2025. Information about the directors and executive officers of Tactical can be found in its Management Information Circular dated October 26, 2023, which was filed with the CSA on November 11, 2023. Information regarding the persons who may, under the rules of the SEC or the CSA, be deemed participants in the solicitation of proxies in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and other relevant materials when they are filed with the SEC or the CSA. These documents can be obtained free of charge from the sources indicated above.

Forward Looking Statements

This Website contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “potential,” “predict,” “may,” “might,” “could,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions and each of their respective negative forms.

These forward-looking statements include, but are not limited to, statements regarding Tactical’s business; the expected timing of the completion or benefits of the Business Combination or the likelihood or ability of the Parties to successfully complete the Business Combination; the implied enterprise value of Tactical; the Company’s or Tactical’s estimates of expenses and profitability; expectations with respect to future operating and financial results for Pubco and Tactical; the expected ownership structure of Pubco; the effects of regulations; planned products and services; business strategy and plans; objectives of management of the Parties for future operations; market size and growth opportunities; competitive position; and technological and market trends. These statements are based on various assumptions, whether or not identified in this Website, and on the current expectations of Tactical’s and the Company’s management and are not predictions of actual performance or results. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied upon as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Forward-looking statements

are predictions, projections and other statements about future events that are based on current expectations and assumptions and are subject to inherent risks and uncertainties that may cause Tactical’s, Pubco’s or the Company’s activities or results to differ significantly from those expressed in any forward-looking statement, including: (a) changes in domestic and foreign business, market, financial, political and legal conditions; (b) the likelihood of completion of the Business Combination, including the risk that the Business Combination may not close due to one or more closing conditions set forth in the definitive written agreement providing for the Business Combination not being satisfied or waived on a timely basis or otherwise, or that the required approvals of the shareholders of the Parties, or any applicable regulatory approvals, may not be obtained; (c) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Tactical’s or the Company’s securities; (d) the outcome of any legal proceedings that may be instituted against the Parties, or any of their respective directors or executive officers, following the announcement of the Business Combination; (e) changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining applicable regulatory approvals for the Business Combination; (f) failure to realize the anticipated benefits of the Business Combination; (g) the potential inability to consummate any PIPE financing on terms or in amounts satisfactory to the Parties; (h) the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive written agreement providing for the Business Combination; (i) the ability of Pubco to meet stock exchange listing standards following the consummation of the Business Combination; (j) the ability of the Company and Tactical to meet stock exchange listing standards prior to the completion of the Business Combination; (k) the effect of the announcement or pendency of the Business Combination on the market price of securities, business relationships, operating results, current plans and operations of Tactical or the Company; (l) risks related to the rollout of Tactical’s business and the timing of expected business milestones; (m) the effects of competition of the Business Combination on Tactical’s or Pubco’s business and operations; (n) supply shortages in the materials necessary for Tactical’s business; (o) delays in construction and operation of facilities; (p) the amount of redemption requests made by the Company’s public shareholders; (q) changes in applicable laws or regulations; (r) risks relating to the viability of Tactical’s growth strategy, including related capabilities and ability to execute on its business strategy; (s) the Parties’ estimates of growth and projected financial results and meeting or satisfying the underlying assumptions with respect thereto; (t) the possibility that the Parties may be adversely affected by other economic, business, and/or competitive factors, or adverse macroeconomic conditions, including inflation, supply chain delays and increased interest rates; (u) the potential disruption of Tactical’s management’s time from ongoing business operations due to the Business Combination; (v) the potential occurrence of a materially adverse change with respect to the financial position, performance, operations or prospects of Tactical or the Company; (w) costs related to the Business Combination; and (x) other risks and uncertainties described from time to time in filings by the Parties with the SEC or the CSA, or otherwise made available to interested parties in connection with the Business Combination.

The foregoing list is not exhaustive, and new risks may emerge from time to time. If any of these risks materialize or the Parties’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this report. There may be additional risks that neither Tactical nor the Company presently know or that Tactical and the Company currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other documents filed by the Company from time to time with the SEC and by Tactical from time to time with the CSA. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Tactical and the Company assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither Tactical nor the Company gives any assurance that Pubco or Tactical will achieve its expectations.

Financial Information

Unless otherwise specified, the financial information and data contained in this Website is unaudited, does not conform to SEC requirements (including Regulation S-X), and is subject to Public Company Accounting Oversight Board audit, with respect to yearly data, and subject to auditor review, with respect to quarterly data. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the Registration Statement. You should review the Company’s and Tactical’s audited financial statements, which will be included in the Registration Statement.

Non-GAAP Financial Measures

This Website includes financial measures which are not presented in accordance with generally accepted accounting principles (“GAAP”). Non-GAAP financial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Tactical’s financial results. You should be aware that the website of these measures in this Website may not be comparable to similarly titled measures used by other companies. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance under GAAP. The Parties believe that non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Tactical’s financial condition and results of operations. The Parties believe that the use of non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends in and in comparing Tactical’s financial measures with other similar companies. Non-GAAP financial measures are subject to inherent limitations as they reflect the exercise in judgments by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. A reconciliation of projected non-GAAP financial measures has not been provided and is unable to be provided without unreasonable effort because certain items excluded from these non-GAAP financial measures cannot be reasonably calculated or predicted at this time. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.

Financial Forecast Information

Neither the Company’s nor Tactical’s independent auditors have audited, studied, reviewed, compiled or performed any procedures with respect to such information for the purpose of their inclusion in this Website, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Website. Such information constitutes forward-looking statements and should not be relied upon as being necessarily indicative of future results. In this Website, certain of the above-mentioned financial forecast information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the financial forecast information. Accordingly, there can be no assurance that such information is indicative of the future performance of Pubco or Tactical, or that actual results will not differ materially from those presented in such information. Inclusion of the financial forecast information in this Website should not be regarded as a representation by any person that the results contained in such information will be achieved.

Trademarks

This Website contains trademarks, service marks, trade names and copyrights of Tactical and other companies which are the property of their respective owners.  Solely for convenience, the trademarks, service marks, trade names and copyrights in this Website may be listed or displayed without the ™, ℠, ©, or ® symbols, but such references are not intended to indicate, in any way, that each respective party will not assert, to the fullest extent under applicable law, its right or the rights of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. The use or display of any third party’s trademarks, service marks, trade names or copyrights in this Website is not intended to, and does not imply, a relationship with Tactical or an endorsement or sponsorship by or of Tactical.

Qualified Person (QP)

The Qualified Person as defined by NI 43-101 is Norman Chow, P. Eng., a consultant for Tactical Resources who has reviewed and approved, the technical metallurgical information in this website. The Qualified Person as defined by NI 43-101 is Roy Eccles, P. Geo, a consultant for Tactical Resources who has reviewed and approved, the technical geological information in this website.

Exclusion of Liability

Tactical Resources shall not be liable for any claims, expenses, damages (including direct, indirect, special or consequential damages), and loss of profits, opportunities or information arising from: the use of or reliance on information contained in this website; any inaccuracy or omission in such information or failure to keep the information current; use of any third party websites linked to this website; any Internet software used in connection with this website or computer viruses or other destructive programs encountered as a result of using this website; and any other matter connected with this website; even if Tactical Resources is made aware of the possibility of such claims, expenses, damages or losses.

Not Responsible for Internet Software or Computer Viruses

Due to technical difficulties inherent in the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this website. Computer viruses or other destructive programs may also be inadvertently downloaded from the website. Tactical Resources shall not be liable for Internet software, computer viruses or destructive programs and recommends that you install appropriate anti-virus or other protective software.

Not Responsible for Linked Websites

Tactical Resources provides links to third party websites for your convenience only and the inclusion of these links does not imply that Tactical Resources monitors or endorses these websites. Accordingly, Tactical Resources accepts no responsibility for such websites.

Links to Third Party Websites

The Company provides links to websites operated by third parties. These links may be of interest or of use to you, and are provided for convenience only. You should be aware that in using these links, you are leaving the Company’s website. The Company does not approve or endorse the content, information or materials available on such third-party websites. In addition, the Company makes no representation regarding, and is not responsible for, the content, information or material available on such websites. If you decide to access such websites, you do this at your own risk, and the Company will not be liable for any loss or damage associated with your use of, or reliance on, the content, information or material available on such websites.

Website is Provided as a Service Only

This website is not intended as a solicitation or offering of securities in any jurisdiction and the information contained herein in no way should be construed or interpreted as such. No securities commission or other regulatory authority in the United States, Canada or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Tactical Resources to that effect. The information on this website should not be used for the purpose of making investment decisions concerning Tactical Resources securities. Printed copies of public disclosure documents may be obtained directly from Tactical Resources Investor Relations.

Stock Quotes

Where applicable, all quotes are delayed at least [20] minutes unless otherwise stated. All stock quotes and historical stock price data are provided by third party service providers and are provided for informational purposes only and are not intended for trading purposes. If you are contemplating trading in the securities of Tactical Resources, we strongly advise you to seek independent professional advice before making any investment decision. Tactical Resources makes no representation or warranty regarding the accuracy or completeness of any such stock price quotes or historical stock price data and has not taken any steps to verify the adequacy, accuracy or completeness of the information provided herein.

External Data Limitations

Tactical Resources, its affiliates and third-party providers are not responsible for any errors or omissions in the information contained on or accessed through this Site. All such information in this Site is provided “as is.” Tactical Resources, its affiliates and third-party providers make no warranties or representations and disclaim all express, implied and statutory warranties of any kind to the user and any third party, including, but not limited to, any warranties of accuracy, timeliness, completeness, merchantability, non-infringement and fitness for any particular purpose.

Except for claims that cannot be excluded by the applicable local law, Tactical Resources, its affiliates and third-party providers shall not have any liability, including but not limited to, tort, contract or any other liability to user or any third party arising as a result of use of or access to this website.

Tactical Resources, its affiliates or third-party providers shall not be liable to user or any third-party for lost profits or lost opportunity, direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if Tactical Resources, its affiliates or third-party providers have been advised of the possibility of such damages.

Some jurisdictions do not allow for the exclusion or limitation of implied warranties or liability for incidental or consequential damages. Therefore, the above limitations may not apply to you, or there may be applicable laws which supersede the above. Any clause of this disclaimer declared invalid by the appropriate authority in each jurisdiction shall be deemed severable and shall not affect the validity or enforceability of the remainder of this disclaimer. Tactical Resources reserves the right to amend the document at its discretion at any time without notice.

Steve Vanry

Advisor

Mr. Vanry is a Chartered Financial Analyst (CFA) and Chartered Investment Manager (CIM) and is a member of the CFA Institute as well as the Vancouver Society of Financial Analysts. He brings over 25-years of professional experience in senior management positions with public and private companies, providing expertise in capital markets, strategic planning, corporate finance, mergers and acquisitions, regulatory compliance, accounting, and financial reporting. He is well regarded for his leadership, creativity, and ability to foster collaborative environments for team driven projects. His breadth of experience spans various industries, including mining, oil and gas, renewable energy, high-technology, and manufacturing.

Mark Mukhija, P.Eng

Director

Mr. Mukhija brings over 15 years of experience in the mining industry including roles with global mining companies such as Teck Resources (2006), Barrick (2007), BHP (2008-2013), and TransAlta (2014-2015). From June 2023, Mr. Mukhija has served as the Global Head of Business Development for Plotlogic, a mining technology company which utilizes artificial intelligence technology aimed at sustainably increasing mineral production and reducing waste. Mr. Mukhija was the General Manager Australia (January 2020 to May 2023) and Regional Manager (September 2018 to January 2020) for Motion Metrics Pty Australia Ltd. , an industrial artificial intelligence and machine learning company catering to the mining industry with a specific focus on safety and productivity. Mr. Mukhija was responsible for the P&L, business development, project management, and logistics of the Motion Metrics (Australia) operations. With BHP, Mr. Mukhija was responsible for life of mine planning and asset value optimization. At TransAlta, Mr. Mukhija began as the Engineering Team Leader at the Sunhills Mine with 14 direct reports and then moved into a capital planning supervisory role where he was responsible for a $60 million annual sustaining capital budget for the operation. Mr. Mukhija is a Professional Engineer and graduate from the University of British Columbia with a Bachelor of Applied Science in Mining Engineering (2003) and has passed Level I of the CFA Program.