Tactical Resources Corp. — Capital/Financing Update 2024

Mar 14, 2024

FORM 51–102F3

MATERIAL CHANGE REPORT

Item 1: Name and Address of Company Tactical Resources Corp. (the “ Company ”) 1500 - 1055 West Georgia Street Vancouver, BC V6E 4N7 Item 2: Date of Material Change March 6, 2024 Item 3: News Release A news release announcing the material change described herein was disseminated on March 6, 2024 and subsequently filed on SEDAR+ at www.sedarplus.ca. Item 4: Summary of Material Change The Company announced that it proposes to extend the expiry date of 2,856,500 outstanding common share purchase warrants of the Company (the “ Warrants ”) issued pursuant to a brokered private placement of special warrants of the Company (the “ Special Warrants ”), that closed on May 13, 2021.

Item 5.1: Full Description of Material Change

The Company announced that it proposes to extend the expiry date of 2,856,500 Warrants issued pursuant to a brokered private placement of Special Warrants of the Company, that closed on May 13, 2021.

Each Special Warrant issued was exercisable into, for no additional consideration, one unit of the Company (each, a “ Unit ”), with each Unit consisting of one common share in the capital of the Company (each, a “ Common Share ”) and one-half of one Warrant. Each whole Warrant is exercisable at a price of $2.50 for a period expiring on the date that is two (2) years from the date the Common Shares were listed on a stock exchange, being March 14, 2022. On September 14, 2021, the Special Warrants were automatically converted into 5,713,000 Units consisting of an aggregate of 5,713,000 Common Shares and 2,856,500 Warrants. No Warrants have been exercised to date and an aggregate of 5,000 Warrants, representing approximately 0.2% of the outstanding Warrants, are held by insiders of the Company.

As of the date hereof, the TSX Venture Exchange has provided approval for the expiration of these Warrants to be extended from March 14, 2024, to May 13, 2026. All other terms of the Warrants remain unchanged and in full force and effect. No action will be required on the part of the holders of the Warrants to give effect to the aforementioned amendment.

The Warrants and the underlying Common Shares issuable upon exercise of the Warrants, have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

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This material change report does not constitute an offer to sell or a solicitation of an offer to buy any of the securities referred to herein.

5.2: Disclosure for Restructuring Transactions

Not applicable.

Item 6: Reliance on subsection 7.1(2) or (3) of National Instrument 51–102

Not applicable.

Item 7: Omitted Information

Not applicable.

Item 8: Executive Officer

Ranjeet Sundher, Chief Executive Officer Telephone: 1-778-588-5483 E-mail: investors@tacticalresources.com

Item 9: Date of Report March 14, 2024

FORWARD LOOKING STATEMENTS

This material change report contains “forward-looking statements” within the meaning of applicable Canadian securities legislation, including predictions, projections and forecasts. Forward-looking statements include, but are not limited to, statements that address activities, events or developments that the Company expects or anticipates will or may occur in the future, including such things as the proposed Warrant amendments and the issuance of Common Shares upon exercise of the Warrants. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “planning”, “planned”, “expects” or “looking forward”, “does not expect”, “continues”, “scheduled”, “estimates”, “forecasts”, “intends”, “potential”, “anticipates”, “does not anticipate”, or “belief”, or describes a “goal”, or variation of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.

Forward-looking statements and information are not historical facts and are subject to a number of risks and uncertainties beyond the Company’s control. Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, prediction, projection, forecast, performance or achievements expressed or implied by the forward-looking statements. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this material change report Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements, except as may be required by law.

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