Tactical Resources Provides Additional Information Regarding Its Proposed Business Combination With Plum Acquisition Corp. III
Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) has announced additional details about its proposed business combination with Plum Acquisition Corp. III (NASDAQ: PLMJ). The deal values Tactical Resources at US$500 million pre-transaction equity value, with an expected pro forma enterprise value of US$589 million. Tactical Resources shareholders are anticipated to own approximately 82% of the combined entity, which will be renamed 'Tactical Resources Corp.' and listed on Nasdaq. The transaction involves a share exchange with an estimated ratio of 1.0477 new shares for each Tactical Resources share. The deal is expected to close in Q4 2024, subject to shareholder and regulatory approvals. Plum's sponsor aims to raise up to US$30 million to support Tactical Resources' growth plans, particularly for its Peak Project in Texas.
Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) ha annunciato ulteriori dettagli riguardo alla sua proposta di fusione con Plum Acquisition Corp. III (NASDAQ: PLMJ). L'accordo valuta Tactical Resources a 500 milioni di dollari USA come valore azionario pre-trasazione, con un valore aziendale pro forma atteso di 589 milioni di dollari USA. Si prevede che gli azionisti di Tactical Resources possiedano circa il 82% dell'entità combinata, che sarà rinominata 'Tactical Resources Corp.' e quotata su Nasdaq. La transazione prevede uno scambio azionario con un rapporto stimato di 1,0477 nuove azioni per ogni azione di Tactical Resources. Si prevede che l'accordo si chiuda nel Q4 2024, soggetto ad approvazioni da parte degli azionisti e delle autorità di regolamentazione. Lo sponsor di Plum mira a raccogliere fino a 30 milioni di dollari USA per sostenere i piani di crescita di Tactical Resources, in particolare per il suo Peak Project in Texas.
Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) ha anunciado detalles adicionales sobre su propuesta de fusión con Plum Acquisition Corp. III (NASDAQ: PLMJ). El acuerdo valora a Tactical Resources en 500 millones de dólares estadounidenses como valor de capital previo a la transacción, con un valor empresarial pro forma esperado de 589 millones de dólares estadounidenses. Se anticipa que los accionistas de Tactical Resources posean aproximadamente el 82% de la entidad combinada, que será renombrada como 'Tactical Resources Corp.' y cotizada en Nasdaq. La transacción implica un intercambio de acciones con una tasa estimada de 1.0477 nuevas acciones por cada acción de Tactical Resources. Se espera que el acuerdo se cierre en Q4 2024, sujeto a las aprobaciones de los accionistas y de los organismos reguladores. El patrocinador de Plum busca recaudar hasta 30 millones de dólares estadounidenses para apoyar los planes de crecimiento de Tactical Resources, especialmente para su Peak Project en Texas.
Tactical Resources Corp. (TSX.V: RARE | OTC: USREF)는 Plum Acquisition Corp. III (NASDAQ: PLMJ)와의 제안된 사업 결합에 대한 추가 세부정보를 발표했습니다. 이 거래는 Tactical Resources의 거래 전 자본 가치를 5억 달러로 평가하며, 예상되는 폼 기업 가치가 5억 8천900만 달러에 달합니다. Tactical Resources의 주주들은 합병된 기업의 약 82%를 차지할 것으로 예상되며, 이 기업은 'Tactical Resources Corp.'로 이름이 변경되어 Nasdaq에 상장될 예정입니다. 이 거래는 Tactical Resources의 각 주식에 대해 약 1.0477개의 신규 주식을 교환하는 방식으로 진행됩니다. 거래는 2024년 4분기에 종료될 것으로 예상되며, 주주 및 규제 승인을 받아야 합니다. Plum의 후원자는 Tactical Resources의 성장 계획, 특히 텍사스의 Peak 프로젝트를 지원하기 위해 최대 3천만 달러를 모금할 계획입니다.
Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) a annoncé des détails supplémentaires concernant sa proposition de fusion avec Plum Acquisition Corp. III (NASDAQ: PLMJ). L'accord évalue Tactical Resources à une valeur d'équité avant la transaction de 500 millions de dollars américains, avec une valeur d'entreprise pro forma attendue de 589 millions de dollars américains. Il est prévu que les actionnaires de Tactical Resources détiennent environ 82% de l'entité combinée, qui sera renommée 'Tactical Resources Corp.' et cotée au Nasdaq. La transaction implique un échange d'actions avec un ratio estimé de 1,0477 nouvelles actions pour chaque action de Tactical Resources. L'accord devrait être finalisé au Q4 2024, sous réserve des approbations des actionnaires et des régulateurs. Le sponsor de Plum vise à lever jusqu'à 30 millions de dollars américains pour soutenir les plans de croissance de Tactical Resources, en particulier pour son projet Peak au Texas.
Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) hat zusätzliche Details zu seiner vorgeschlagenen Unternehmenszusammenschluss mit Plum Acquisition Corp. III (NASDAQ: PLMJ) bekannt gegeben. Der Deal bewertet Tactical Resources mit einem vorausgegangenen Unternehmenswert von 500 Millionen US-Dollar, bei einem erwarteten pro forma Unternehmenswert von 589 Millionen US-Dollar. Es wird erwartet, dass die Aktionäre von Tactical Resources etwa 82% des kombinierten Unternehmens besitzen werden, das in 'Tactical Resources Corp.' umbenannt und an der Nasdaq gelistet wird. Die Transaktion beinhaltet einen Aktientausch mit einem geschätzten Verhältnis von 1,0477 neuen Aktien für jede Tactical Resources-Aktie. Der Abschluss des Deals wird für Q4 2024 erwartet, vorbehaltlich der Genehmigungen von Aktionären und Regulierungsbehörden. Der Sponsor von Plum plant, bis zu 30 Millionen US-Dollar zu beschaffen, um die Wachstumspläne von Tactical Resources, insbesondere für das Peak-Projekt in Texas, zu unterstützen.
- Pre-transaction equity value of US$500 million, significantly higher than current market cap of CAD$12.1 million
- Tactical Resources shareholders to retain 82% ownership in the combined entity
- Potential for additional US$30 million funding to support growth plans
- Listing on Nasdaq, potentially increasing visibility and liquidity for shareholders
- Pro forma enterprise value of US$589 million, indicating substantial growth expectations
- Tactical Resources requires additional capital to commence operations for the Peak Project
- No assurance that the enterprise value at closing will equal or exceed the projected US$589 million
- Risk of share dilution if new equity financings are completed prior to closing
- Potential for all Plum public shares to be redeemed, which could reduce the enterprise value at closing
VANCOUVER, British Columbia, Aug. 28, 2024 (GLOBE NEWSWIRE) -- Tactical Resources Corp. (TSX.V: RARE | OTC: USREF) (“Tactical Resources” or the “Company”), a mineral exploration and development company, is pleased to provide additional information regarding its proposed business combination (the “Proposed Business Combination”) with Plum Acquisition Corp. III (NASDAQ: PLMJ) (“Plum”), a special purpose acquisition company formed in the Cayman Islands.
Proposed Business Combination
As previously announced, Tactical Resources entered into a definitive business combination agreement (the “Business Combination Agreement”) with Plum on August 22, 2024. Pursuant to the terms of the Business Combination Agreement, (i) Plum will re-domicile in the Province of British Columbia and amalgamate with a newly formed company incorporated under the laws of the Province of British Columbia (“Pubco”), and (ii) immediately thereafter, a newly formed, wholly owned subsidiary of Plum incorporated under the laws of the Province of British Columbia will amalgamate with Tactical Resources, such that, following the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), Tactical Resources will continue as a wholly owned subsidiary of Pubco, which will be renamed “Tactical Resources Corp.” or such other name as may be agreed to between the parties.
In the Proposed Business Combination, shares of the Company (“Company Shares”) will be exchanged for newly issued shares of Pubco (“Pubco Shares”) pursuant to an exchange ratio to be determined at the Closing. The exchange ratio is based on a pre-transaction equity value of Tactical Resources of US
The pre-transaction equity value of Tactical Resources was negotiated at arms’ length between the parties and reflects their views of the prospects and business operations of Tactical Resources. It is expected that, at the Closing, securityholders of Tactical Resources will own approximately
The Proposed Business Combination implies a pro forma enterprise value of Pubco of US
As reflected in the Investor Presentation, it is anticipated that there will be approximately 60.9 million Pubco Shares outstanding upon consummation of the Proposed Business Combination, which includes:
- the issuance of approximately 50 million Pubco Shares to the securityholders of Tactical Resources (including Pubco Shares issuable upon the exercise or conversion of securities of Pubco into which certain options, warrants and other convertible securities of Tactical Resources will be converted in the Proposed Business Combination) in exchange for all of the Company Shares issued and outstanding immediately prior to consummation of the Proposed Business Combination, representing an approximate
82.1% ownership stake in Pubco at the Closing; - the issuance of approximately 3 million Pubco Shares to Plum’s public shareholders (excluding the impact of outstanding Plum public and private placement warrants, which have an exercise price of US
$11.50 per share) in exchange for all publicly held shares of Plum issued and outstanding immediately prior to consummation of the Proposed Business Combination, as well as new investors; and - the issuance of approximately 7.9 million Pubco Shares to Plum’s sponsor in exchange for all issued and outstanding Plum shares held by the sponsor immediately prior to consummation of the Proposed Business Combination.
The Pro Forma Enterprise Value also reflects an adjustment for an assumed US
Each Pubco Share is assumed to have a value of US
Additionally, Plum’s sponsor intends to assist the parties in raising up to US
The Proposed Business Combination is expected to be completed in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including (i) the receipt of all requisite approvals by shareholders of Plum and Tactical Resources, (ii) the receipt of an interim order and final order by the Supreme Court of British Columbia, (iii) the listing of the shares and warrants of Pubco on the Nasdaq Stock Market (“Nasdaq”), (iv) the effectiveness of the registration statement on Form F-4 to be filed by Pubco with the SEC in connection with the business combination (the “Registration Statement”), (v) the receipt of any required regulatory approvals, (vi) the absence of any law or governmental order preventing the consummation of the business combination, (vii) the accuracy of the parties’ respective representations and warranties and compliance with their respective covenants (subject, in each case, to certain materiality thresholds set forth in the Business Combination Agreement), (viii) the absence of a material adverse effect on any party that is continuing and (ix) certain other conditions set forth in the Business Combination Agreement.
There are no Non-Arm’s Length Parties (as defined in the policies of the TSX Venture Exchange (the “Exchange”)) in connection with the Proposed Business Combination, and to the knowledge of Tactical Resources, there will be no new Insiders or Principals (as defined in the policies of the Exchange) in Pubco as the resulting issuer in the Proposed Business Combination.
If the Proposed Business Combination is successfully completed, the Company may pay a finder’s fee to qualified individuals in respect of the Proposed Business Combination in the form of cash, shares or a combination of cash and shares in accordance with the policies of the Exchange and applicable securities laws. The amount of any such finder's fee will be subject to negotiation and cannot be estimated at this time.
Additional information about the Proposed Business Combination, including a copy of the Business Combination Agreement, can be found in the Current Report on Form 8-K filed by Plum with the SEC on August 23, 2024, which is available at www.sec.gov.
Additional details relating to the Proposed Business Combination will be included in a management information circular of Tactical Resources to be filed with applicable regulatory authorities and mailed to its shareholders to seek approval of the Proposed Business Combination. Shareholders of Tactical Resources 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 Tactical Resources with securities regulatory authorities in Canada when they become available. Anyone may obtain copies of these documents when available free of charge under Tactical Resources’ profile on SEDAR+ at www.sedarplus.ca.
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
Plum is a blank check company incorporated on February 5, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Plum consummated its initial public offering on July 30, 2021, and its Class A ordinary shares, warrants exercisable for Class A ordinary shares and units consisting of Class A ordinary shares and warrants exercisable for Class A ordinary shares are listed on Nasdaq. Additional information regarding Plum, including its financial statements, can be found in its filings with the SEC at www.sec.gov, including in its Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC on July 1, 2024.
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 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.
Forward-Looking Statements
Certain statements included in this press release are not historical facts but are forward-looking statements for purposes of applicable securities laws. 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 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 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.
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.
Investor and Media Relations Contacts
Media
media@tacticalresources.com
Investors
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FAQ
What is the exchange ratio for Tactical Resources shares in the business combination with Plum Acquisition Corp. III?
When is the Tactical Resources (USREF) and Plum Acquisition Corp. III business combination expected to close?
What is the pre-transaction equity value of Tactical Resources (USREF) in the proposed business combination?