Tactical Resources Intends to Amend Certain Consulting Agreements
Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) announces plans to amend consulting agreements with key personnel, including its CEO and CFO. These agreements, which would activate after listing on NYSE or Nasdaq through the planned business combination with Plum Acquisition Corp. III, currently include milestone-based bonuses. The company aims to restructure these bonuses to reduce the total payable amount. The revised structure will replace current bonuses with a reduced payment, settled through company shares upon filing an F-4 registration statement. These shares would be subject to forfeiture if the business combination fails to complete.
The company focuses on U.S.-made rare earth elements used in semiconductors, electric vehicles, robotics, and national defense.Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) annuncia piani per modificare gli accordi di consulenza con personale chiave, inclusi il suo CEO e CFO. Questi accordi, che entreranno in vigore dopo la quotazione su NYSE o Nasdaq attraverso la pianificata combinazione aziendale con Plum Acquisition Corp. III, attualmente includono bonus basati su obiettivi. L'azienda mira a ristrutturare questi bonus per ridurre l'importo totale dovuto. La struttura rivista sostituirà gli attuali bonus con un pagamento ridotto, regolato tramite azioni della società al momento della presentazione di una dichiarazione di registrazione F-4. Queste azioni sarebbero soggette a confisca se la combinazione aziendale non dovesse andare a termine.
L'azienda si concentra sugli elementi rari made in U.S.A. utilizzati nei semiconduttori, nei veicoli elettrici, nella robotica e nella difesa nazionale.
Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) anuncia planes para modificar los acuerdos de consultoría con personal clave, incluidos su CEO y CFO. Estos acuerdos, que se activarán tras la cotización en NYSE o Nasdaq mediante la combinación empresarial planificada con Plum Acquisition Corp. III, actualmente incluyen bonos basados en hitos. La empresa tiene como objetivo reestructurar estos bonos para reducir el monto total a pagar. La nueva estructura sustituirá los bonos actuales por un pago reducido, que se liquidará a través de acciones de la empresa al presentar una declaración de registro F-4. Estas acciones estarían sujetas a confiscación si la combinación empresarial no se completa.
La empresa se centra en los elementos de tierras raras fabricados en EE. UU. utilizados en semiconductores, vehículos eléctricos, robótica y defensa nacional.
Tactical Resources Corp. (TSXV: RARE) (OTC: USREF)는 CEO와 CFO를 포함한 주요 인력과의 자문 계약을 수정할 계획을 발표했습니다. 이러한 계약은 Plum Acquisition Corp. III와의 예정된 사업 결합을 통해 NYSE 또는 Nasdaq에 상장된 후 발효될 것입니다. 현재 이러한 계약에는 이정표 기반 보너스가 포함되어 있습니다. 회사는 총 지급액을 줄이기 위해 이러한 보너스를 재구성할 계획입니다. 수정된 구조는 현재 보너스를 줄어든 지급으로 대체하며, F-4 등록 신청서를 제출할 때 회사 주식으로 정산됩니다. 이러한 주식은 사업 결합이 완료되지 않을 경우 몰수 대상이 됩니다.
회사는 반도체, 전기차, 로봇 및 국가 방어에 사용되는 미국산 희토류 요소에 집중하고 있습니다.
Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) annonce des plans pour modifier les contrats de conseil avec des personnes clés, y compris son PDG et son directeur financier. Ces contrats, qui entreront en vigueur après la cotation sur NYSE ou Nasdaq via la combinaison d'entreprises prévue avec Plum Acquisition Corp. III, incluent actuellement des primes basées sur des jalons. L'entreprise vise à restructurer ces primes afin de réduire le montant total à payer. La nouvelle structure remplacera les primes actuelles par un paiement réduit, réglé par des actions de la société lors du dépôt d'une déclaration d'enregistrement F-4. Ces actions seraient soumises à confiscation si la combinaison entreprise échoue.
L'entreprise se concentre sur des éléments de terres rares fabriqués aux États-Unis, utilisés dans les semi-conducteurs, les véhicules électriques, la robotique et la défense nationale.
Tactical Resources Corp. (TSXV: RARE) (OTC: USREF) kündigt Pläne an, Beratungsverträge mit Schlüsselpersonen, einschließlich des CEO und CFO, zu ändern. Diese Verträge, die nach der Notierung an der NYSE oder Nasdaq durch die geplante Unternehmenszusammenlegung mit Plum Acquisition Corp. III in Kraft treten würden, enthalten derzeit leistungsabhängige Boni. Das Unternehmen hat zum Ziel, diese Boni umzugestalten, um den insgesamt zu zahlenden Betrag zu reduzieren. Die überarbeitete Struktur wird aktuelle Boni durch eine reduzierte Zahlung ersetzen, die bei der Einreichung einer F-4-Registrierungserklärung in Form von Unternehmensanteilen geregelt wird. Diese Anteile wären der Verfallpflicht unterworfen, falls die Unternehmenszusammenlegung nicht abgeschlossen wird.
Das Unternehmen konzentriert sich auf in den USA hergestellte Seltene Erden, die in Halbleitern, Elektrofahrzeugen, Robotik und nationaler Verteidigung verwendet werden.
- Potential listing upgrade to NYSE or Nasdaq through business combination
- Reduction in bonus payment obligations improving company's financial position
- Additional share issuance may lead to dilution of existing shareholders
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 intends to make amendments to agreements with certain consultants of the Company.
The Company previously entered into consulting agreements (the “Consulting Agreements”) with certain of its consultants, including its Chief Executive Officer and Chief Financial Officer, which would become effective following the closing of a transaction that results in the Company being listed on the New York Stock Exchange or the Nasdaq Stock Market (a “Listing Transaction”). The Company’s previously announced business combination (the “Business Combination”) with Plum Acquisition Corp. III (“Plum”) is expected to constitute a Listing Transaction. The Consulting Agreements currently provide for the payment of bonuses based upon the achievement of certain milestones, including the closing of a Listing Transaction. The Company and the respective consultants are currently in negotiations regarding the restructuring of the bonuses payable under the Consulting Agreements with a view to reducing the total bonuses payable. The Company anticipates that the current bonus structure in each of the Consulting Agreements will be replaced prior to closing of the Business Combination with a revised bonus payment that is payable following the initial filing with the U.S. Securities and Exchange Commission of an F-4 registration statement (the “Registration Statement”), which reduced bonus payment would be settled prior to closing of the Business Combination by the issuance of common shares of the Company (the “Shares”). Issuance of the Shares will be subject to the approval of the TSX Venture Exchange. It is anticipated that the Shares would be subject to forfeiture in the event that the Business Combination is not completed.
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
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 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 the securities of the post-Business Combination public company (“Pubco”) 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 changes is Tactical Resources (USREF) making to its consulting agreements?
When will the new bonus structure for Tactical Resources (USREF) take effect?
What happens to the bonus shares if Tactical Resources (USREF) business combination fails?
