Tactical Resources and Plum Acquisition Corp. III Announce Filing of F-4 Registration Statement with the SEC
Tactical Resources Corp (TSXV: RARE, OTC: USREF) has filed a Form F-4 Registration Statement with the SEC regarding its proposed business combination with Plum Acquisition Corp. III (Nasdaq: PLMJ). The merger aims to create a new publicly traded entity and list on Nasdaq. The company's Peak Project in Texas contains rights to acquire rare earth elements from the Sierra Blanca Quarry. The project is strategically located near El Paso with extensive infrastructure and is one of few rare earth hard rock direct-leach-extractable projects globally. The closing is subject to shareholder approval and SEC effectiveness declaration.
Tactical Resources Corp (TSXV: RARE, OTC: USREF) ha presentato una Dichiarazione di Registrazione Form F-4 presso la SEC riguardante la proposta di fusione con Plum Acquisition Corp. III (Nasdaq: PLMJ). L'obiettivo della fusione è quello di creare una nuova entità quotata pubblicamente e di essere elencata su Nasdaq. Il progetto Peak Project in Texas detiene i diritti per acquisire elementi di terre rare dalla Cava Sierra Blanca. Il progetto è strategicamente situato vicino a El Paso con un’ampia infrastruttura ed è uno dei pochi progetti globali di estrazione diretta di terre rare da roccia dura. La chiusura è soggetta all'approvazione degli azionisti e alla dichiarazione di efficacia della SEC.
Tactical Resources Corp (TSXV: RARE, OTC: USREF) ha presentado una Declaración de Registro Form F-4 ante la SEC en relación con su propuesta de fusión con Plum Acquisition Corp. III (Nasdaq: PLMJ). La fusión tiene como objetivo crear una nueva entidad que cotice en bolsa y listarse en Nasdaq. El proyecto Peak Project en Texas contiene derechos para adquirir elementos de tierras raras de la cantera Sierra Blanca. El proyecto está estratégicamente ubicado cerca de El Paso, con una infraestructura extensa, y es uno de los pocos proyectos en el mundo de extracción directa de rocas duras de tierras raras. El cierre está sujeto a la aprobación de los accionistas y a la declaración de efectividad de la SEC.
전략 자원 주식회사 (TSXV: RARE, OTC: USREF)는 플럼 인수 주식회사 III (Nasdaq: PLMJ)와의 제안된 비즈니스 조합에 대해 SEC에 Form F-4 등록 신청서를 제출했습니다. 이번 합병은 새로운 상장 기업을 만들고 Nasdaq에 상장하는 것을 목표로 합니다. 텍사스에 있는 피크 프로젝트는 시에라 블랑카 채석장에서 희귀 금속을 취득할 권리를 포함하고 있습니다. 이 프로젝트는 엘패소 근처에 전략적으로 위치해 있으며, 광범위한 인프라를 갖추고 있으며, 전 세계에서 몇 안 되는 직접 리치 추출 가능한 희귀 금속 경질 광석 프로젝트 중 하나입니다. 마감은 주주 승인 및 SEC의 효력 선언에 따라 다릅니다.
Tactical Resources Corp (TSXV: RARE, OTC: USREF) a déposé un formulaire d'enregistrement F-4 auprès de la SEC concernant sa proposition de fusion avec Plum Acquisition Corp. III (Nasdaq: PLMJ). Le but de la fusion est de créer une nouvelle entité cotée en bourse et de s'inscrire au Nasdaq. Le projet Peak Project au Texas détient des droits d'acquisition d'éléments de terres rares provenant de la carrière de Sierra Blanca. Le projet est stratégiquement situé près d'El Paso avec une infrastructure étendue et est l'un des rares projets d'extraction directe de roches dures de terres rares au niveau mondial. La clôture est soumise à l'approbation des actionnaires et à la déclaration d'efficacité de la SEC.
Tactical Resources Corp (TSXV: RARE, OTC: USREF) hat bei der SEC ein Formular F-4 Registrierungsantrag eingereicht, betreffend die geplante Unternehmensfusion mit Plum Acquisition Corp. III (Nasdaq: PLMJ). Das Ziel der Fusion ist die Schaffung eines neuen börsennotierten Unternehmens, das an der Nasdaq gelistet werden soll. Das Peak-Projekt in Texas umfasst Rechte zur Erschließung seltener Erden aus dem Sierra Blanca Steinbruch. Das Projekt befindet sich strategisch günstig in der Nähe von El Paso und verfügt über eine umfangreiche Infrastruktur, und es ist eines der wenigen globalen Projekte zur direkten Extraktion seltener Erden aus Hartgestein. Der Abschluss unterliegt der Genehmigung der Aktionäre und der Wirksamkeitsdeklaration der SEC.
- Strategic acquisition of rare earth elements project in mining-friendly Texas
- Planned uplisting to Nasdaq through SPAC merger
- Project has existing quarry operating permits
- Access to extensive infrastructure including highway, power, water, and rail
- Exclusive option to purchase Sierra Blanca Quarry's mining lease and infrastructure
- Business combination subject to multiple approval conditions
- Additional funding still needs to be raised
- Project rights are still in acquisition phase, not owned outright
VANCOUVER, British Columbia, Oct. 29, 2024 (GLOBE NEWSWIRE) -- Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) (“Tactical Resources” or the “Company”), a mineral exploration and development company, announced today that it has filed a Form F-4 Registration Statement (“Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”) regarding Tactical Resources’ recently announced proposed business combination (the “Business Combination”) with Plum Acquisition Corp. III (Nasdaq: PLMJ) (“Plum”), a publicly traded special purpose acquisition company, to form a new publicly traded entity (“Pubco”).
The closing of the Business Combination is subject to approval by the shareholders of each of Tactical Resources and Plum, the declaration of the Registration Statement as effective by the SEC and other customary requirements.
“This filing is an important step in Tactical Resources’ plan to list on Nasdaq,” said Ranjeet Sundher, CEO of Tactical Resources. “Tactical Resources is laser focused on advancing our development strategy for the production of rare earth elements at the Peak Project in Texas. Supported by the funds that the parties intend to raise in connection with the Business Combination, along with the added exposure to key investors that we anticipate to garner from the Business Combination, we expect to be well positioned to address a critical need in the rare earth element supply chain in the West.”
The Company’s flagship asset, the Peak Project, contains the rights to acquire rare earth elements (“REEs")-enriched tailings and stockpiled materials extracted from the Sierra Blanca Quarry (“SBQ”). The Peak Project is a REE-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.
About Tactical Resources Corp.
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 and Plum Partners, LLC
Plum Acquisition Corp. III is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
Plum Partners, LLC 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/.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Business Combination and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CONTACT INFORMATION
Tactical Resources Corp.
Ranjeet Sundher, Chief Executive Officer
Tel: +1-778-588-5483
investors@tacticalresources.com
Media Inquiries media@tacticalresources.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 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 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 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 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 Business Combination on Tactical Resources’ business relationships, performance, and business generally; (vii) risks that the Business Combination disrupts current plans of Tactical Resources and potential difficulties in its employee retention as a result of the 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 Business Combination; (ix) failure to realize the anticipated benefits of the Business Combination; (x) the inability to maintain the listing of Plum’s securities or to meet listing requirements and maintain the listing of Pubco’s securities on Nasdaq; (xi) the risk that the price of 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 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 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 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 Business Combination, Pubco and the Company have filed the Registration Statement with the SEC, which includes a prospectus with respect to Pubco’s securities to be issued in connection with the 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 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 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 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 Business Combination as they become available because they will contain important information about, Tactical Resources, Plum, Pubco and the 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 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 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 release shall not constitute a “solicitation” as defined in Section 14 of the Securities Exchange Act of 1934, as amended. This release 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 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.
FAQ
What is the purpose of Tactical Resources (USREF) F-4 Registration Statement filing?
Where is Tactical Resources (USREF) Peak Project located?
What are the conditions for completing Tactical Resources (USREF) business combination?
What makes Tactical Resources (USREF) Peak Project unique?
