Material Agreement - Form 425

Item 1.01 Entry into a Material Definitive Agreement.

On December 10, 2024, Plum Acquisition Corp. III, a Cayman Islands exempted company ("Plum"), and Tactical Resources Corp., a corporation formed under the Laws of the Province of British Columbia ("Tactical"), entered into an amendment (the "Amendment") to the Business Combination Agreement, dated as of August 22, 2024 (the "Business Combination Agreement"), by and among Plum, Tactical, Plum III Merger Corp., a corporation formed under the Laws of the Province of British Columbia ("Pubco"), and Plum III Amalco Corp., corporation formed under the Laws of the Province of British Columbia. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Business Combination Agreement.

The Amendment, among other things, provides (a) that Plum will apply for and effect a listing of Plum's publicly-traded securities with OTC Markets Group ("OTC Markets"), which listing will take effect no later than ten business days following any delisting of such Plum securities from Nasdaq on January 27, 2025 (the "Nasdaq De-Listing Date"), (b) that Plum shall prepare and file with the U.S. Securities and Exchange Commission ("SEC") a proxy statement for the purpose of amending the Amended and Restated Memorandum and Articles of Association of Plum (the "Articles") to (i) extend the deadline for Plum to consummate an initial business combination from January 30, 2025 to July 30, 2025 (the "Extension Amendment Proposal") and (ii) remove the requirement in Plum's Articles that Plum have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, an initial business combination (the "NTA Amendment Proposal" and such requirement, the "NTA Requirement"), (c) that Plum comply with all applicable rules and regulations of Nasdaq or OTC Markets, as applicable, (d) that Plum use commercially reasonable efforts to ensure that Plum's publicly-traded securities continue to be qualified to trade on OTC Markets from and after the Nasdaq De-Listing Date, (e) that the parties use commercially reasonable efforts to cause Plum's publicly-traded securities to be delisted from OTC Markets as of the Company Amalgamation Effective Time or as soon as practicable thereafter, (f) that the closing condition requiring Pubco to satisfy the NTA Requirement shall not be applicable in the event that Plum's shareholders approve the NTA Amendment Proposal and Plum amends the Articles to remove the NTA Requirement, and (g) that the Agreement End Date shall be automatically extended to July 30, 2025 in the event that Plum's shareholders approve the Extension Amendment Proposal and Plum amends the Articles to extend its deadline to consummate an initial business combination to July 30, 2025.

A copy of the Amendment is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.

Additional Information and Where to Find It

In connection with the Business Combination, the parties have prepared, and Pubco has filed with 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, Plum 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 Current Report 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 Plum, 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 TACTICAL AND PLUM AND ALL OTHER INTERESTED PARTIES ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE REGISTRATION STATEMENT WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION STATEMENT, AND OTHER DOCUMENTS FILED BY TACTICAL, PUBCO OR PLUM WITH THE SEC OR THE CSA IN CONNECTION WITH THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders in Tactical and Plum and all other interested parties will be able to obtain free copies of the Registration Statement and other documents filed by Tactical, Pubco or Plum with the SEC through the website maintained by the SEC at www.sec.gov and with the CSA through SEDAR+ at www.sedarplus.ca.