Tactical Resources Corp. — M&A Activity 2024

Sep 4, 2024

FORM 51–102F3 MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Tactical Resources Corp. (the “ Company ” or “ Tactical Resources ”) 1500 - 1055 West Georgia Street Vancouver, BC V6E 4N7

Item 2 Date of Material Change

August 22, 2024

Item 3 News Release

A news release announcing the material change described herein was disseminated on August 23, 2024 and subsequently filed on SEDAR+ at www.sedarplus.ca. Another news release providing more information pertaining to the material change described herein was disseminated on August 28, 2024 and subsequently filed on SEDAR+ at www.sedarplus.ca.

Item 4 Summary of Material Change

On August 23, 2024, the Company announced the execution of a definitive business combination agreement dated August 22, 2024 (the “ Business Combination Agreement ”), by and among the Company, Plum Acquisition Corp. III, a Cayman Islands exempted company and a NASDAQ-listed special purpose acquisition company (“ Plum ”), Plum III Amalco Corp., a corporation formed under the laws of the Province of British Columbia and a direct, wholly-owned subsidiary of Plum (“ Amalco ”), and Plum III Merger Corp., a corporation formed under the laws of the Province of British Columbia for the purposes of the transaction (“ Pubco ”, and collectively with the Company, Plum, and Amalco, the “ Parties ”) pursuant to which the Parties intend to carry out a business combination transaction (the “ Proposed Business Combination ”) by way of a court-approved plan of arrangement (the “ Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”).

Item 5 Full Description of Material Change

5.1 Full Description of Material Change

On August 23, 2024, the Company announced the signing of the Business Combination Agreement pursuant to which the Parties intend to carry out the Proposed Business Combination.

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Transaction Overview

Pursuant to the terms and conditions of the Business Combination Agreement:

• (a) Plum will transfer by way of continuation from the Cayman Islands to the Province of British Columbia and continue as a corporation under the laws of the Province of British Columbia (the “ Domestication ”);

• (b) following the Domestication, Plum will amalgamate with Pubco (the “ SPAC Amalgamation ”) to form one corporate entity, except that the legal existence of Pubco will not cease and Pubco will survive the SPAC Amalgamation; and

• (c) immediately following the SPAC Amalgamation, the Company and Amalco will amalgamate (the “ Company Amalgamation ”) to form one corporate entity, except that the legal existence of the Company will not cease and the Company will survive the Company Amalgamation.

The SPAC Amalgamation and the Company Amalgamation will be completed pursuant to the Arrangement under the BCBCA in the form appended to the Business Combination Agreement, subject to any amendments or variations to such plan made in accordance with the terms thereof or made at the direction of the Supreme Court of British Columbia (the “ Court ”) with the prior written consent of Pubco, the Company and Plum, each acting reasonably.

Following the completion of the SPAC Amalgamation and the Company Amalgamation, the Company 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 Company and Plum. Each Company shareholder (each a “ Company Shareholder ”, and collectively, the “ Company Shareholders ”) will receive common shares in the capital of Pubco (“ Pubco Common Shares ”) in exchange for their common shares in the capital of the Company (“ Company Common Shares ”) at an exchange ratio based on a US$500 million pretransaction equity value of the Company (the “ Exchange Ratio ”). Specifically, the Exchange Ratio will be calculated by dividing (a) the quotient obtained by dividing (i) the sum of US$500 million, the amount of any new equity financings and the aggregate exercise price of any in-the-money equity awards, by (ii) the number of issued and outstanding Company Common Shares on a fully diluted basis, and (b) US$10 per share. For illustrative purposes only, based on the Company’s current capitalization structure, the Exchange Ratio would be 1.0477 Pubco Common Shares received for each Company Common Share held. The Exchange Ratio will be adjusted in the event that the Company completes any new equity financings prior to the Closing (defined herein). As of the date the Proposed Business Combination was announced, the Company had a market capitalization of approximately CAD$12.1 million, calculated on a fully diluted basis.

Additionally, (a) each outstanding option to acquire Company Common Shares (“ Company Options ”) will be assumed by Pubco and converted into an option to purchase Pubco Common Shares with the same terms and conditions (including vesting and exercisability terms) as the corresponding former Company Option; (b) each outstanding warrant to acquire Company Common Shares (“ Company Warrants ”) will be assumed by Pubco and converted into a warrant to purchase Pubco Common Shares with the same terms and conditions (including vesting and exercisability terms) as the corresponding former Company Warrant; and (c) each outstanding restricted stock unit of the Company (“ Company RSUs ”) will be assumed by Pubco and converted into a restricted stock unit in respect of Pubco Common Shares with the same terms and conditions (including vesting, forfeiture and acceleration terms) as were applicable to the corresponding Company RSU, each in amounts and at exercise prices adjusted in accordance with the Exchange Ratio.

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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 82% of Pubco and the existing management of Tactical Resources will continue to serve as the management of Pubco. Information about Tactical Resources’ existing management team can be found under its profile on SEDAR+ at www.sedarplus.ca.

The Proposed Business Combination implies a pro forma enterprise value of Pubco of US$589 million (the “ Pro Forma Enterprise Value ”) following the Closing. However, there can be no assurances that the enterprise value of Pubco at the Closing will equal or exceed the Pro Forma Enterprise Value. In connection with the announcement of the Proposed Business Combination by the Parties, Plum filed with the U.S. Securities and Exchange Commission (the “ SEC ”) an investor presentation (the “ Investor Presentation ”) which, among other things, provides additional information as to assumptions underlying the Pro Forma Enterprise Value. A copy of the Investor Presentation may 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, or at the Company’s website at www.tacticalresources.com.

As reflected in the Investor Presentation, it is anticipated that there will be approximately 60.9 million Pubco Common Shares outstanding upon consummation of the Proposed Business Combination, which includes:

• the issuance of approximately 50 million Pubco Common Shares to the securityholders of Tactical Resources (including Pubco Common 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 Common 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 Common 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 Common 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$20 million in net cash, which is subtracted from the implied pro forma equity valuation of Pubco and presented as “net debt” in the Investor Presentation. The US$20 million in net cash is calculated on the basis of (a) the Company being cash-free and debt-free at the Closing, and (b) the Parties intending to raise up to US$30 million through a mix of available financing sources prior to the Closing, US$10 million of which will be available to satisfy the Parties’ excepted transaction expenses.

Each Pubco Common Share is assumed to have a value of US$10 per Pubco Common Share upon consummation of the Proposed Business Combination. As is customary for a business combination of a special purpose acquisition company such as Plum, this assumed US$10 per share value is based, in part, on the US$10 per share price at which Plum’s Class A ordinary shares were sold in its initial public offering. However, there can be no assurances that the Pubco Common Shares will have a value of US$10 per share from and after the Closing, or that the assumptions underlying the Pro Forma Enterprise Value will be realized. Additionally, each Plum public shareholder has the right to redeem his, her or its shares of Plum in connection with the closing of the Proposed Business Combination in exchange for his, her or its pro rata

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portion of the funds held in the trust account established by Plum in its initial public offering, and in any case for an amount that is not expected to be less than US$10 per share. In the event that all Plum publiclyheld shares are redeemed, the enterprise value of Pubco at the Closing may be less than the Pro Forma Enterprise Value.

Additionally, Plum’s sponsor intends to assist the Parties in raising up to US$30 million through a mix of available financing sources to further support Tactical Resources’ strategic growth plan. The Company’s “Peak Project” has the exclusive rights to acquire rare-earth element enriched tailings and stockpiled materials from the Sierra Blanca Quarry (SBQ), a rare earth-focused project located southeast of El Paso, Texas. Tactical Resources requires additional capital to commence operations for the Peak Project, and there can be no assurances that such capital will be available on terms acceptable to Tactical Resources, within the desired timeframe or at all. The definitive terms of any such financing have not been determined as of the date of this Material Change Report and are subject to negotiation between the applicable financing providers and the parties. The Company may pay a finder’s fee to qualified individuals in respect of such financing.

The Business Combination Agreement includes customary representations, warranties and covenants of the Parties relating to, among other things, their ability and authority to enter into the Business Combination Agreement, capitalization and operations. The Business Combination Agreement also provides for reciprocal termination fees of up to US$4.5 million (consisting of US$2 million plus up to US$2.5 million of reasonable and documented out-of-pocket expenses incurred in connection with the Proposed Business Combination) if the Business Combination Agreement is terminated in certain specified instances.

Plum maintains a trust account in the amount of approximately US$157 million, as of December 31, 2023 (prior to any redemptions by its public shareholders). All proceeds to the Company from the Proposed Business Combination (after satisfaction of payments to redeeming shareholders of Plum and satisfaction of relevant fees, expenses and other liabilities) are expected to be used to by the combined company to execute its business plan and for general working capital purposes.

The Proposed Business Combination is expected to be completed (“ Closing ”) in the fourth quarter of 2024, subject to customary closing conditions, including (a) the receipt of all requisite approvals by shareholders of Plum and the Company, (b) the receipt of an interim order and final order by the Court, (c) the listing of the shares and warrants of Pubco on the NASDAQ Stock Market, (d) the effectiveness of the registration statement on Form F-4 to be filed by Pubco with the SEC in connection with the Proposed Business Combination (the “ Registration Statement ”), (e) the receipt of any required regulatory approvals, (f) the absence of any law or governmental order preventing the consummation of the business combination, (g) 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), (h) the absence of a material adverse effect on any of the Parties that is continuing and (i) certain other conditions set forth in the Business Combination Agreement.

The Company is expected to delist from the TSX Venture Exchange on Closing.

Approvals

The Proposed Business Combination has been unanimously approved by the board of directors of Plum. Additionally, the board of directors of the Company (the “ Company Board ”), after receiving the unanimous recommendation of the special committee of independent directors of the Company Board (the “ Special Committee ”) created to, among other things, review and consider matters relating to the Proposed Business Combination, examine and review, from the point of view of the best interests of the Company and the Company Shareholders, the merits and fairness of the Proposed Business Combination and to make

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recommendations to the Company Board, has unanimously (with conflicted directors abstaining) determined that the Proposed Business Combination is fair to, advisable for and in the best interests of the Company and the Company Shareholders for the Company to enter into the Business Combination Agreement. Accordingly, the Company Board approved the Proposed Business Combination. In making its recommendation, the Company Board considered a number of factors, including the recommendation of the Special Committee following its receipt of a fairness opinion from Evans & Evans, Inc. which determined that, subject to the assumptions, qualifications and limitations contained therein, the Proposed Business Combination is fair, from a financial point of view, to Company Shareholders.

Completion of the Arrangement is subject to approval by the Court and the affirmative vote of Company Shareholders at a special meeting of the Company Shareholders (the “ Meeting ”). At the Meeting, the Arrangement will require approval by (a) at least two-thirds (66⅔%) of the votes cast by the Company Shareholders present in person or represented by proxy and entitled to vote at the Meeting and (b) if required, minority approval in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions .

Support Agreements

Concurrently with the execution and delivery of the Business Combination Agreement, Pubco, Plum, the Company and all of the directors and officers of the Company together with certain other key Company Shareholders (who hold in the aggregate approximately 9.57% of the issued and outstanding Company Common Shares on a non-diluted basis) entered into a voting and support agreement pursuant to which, among other things, each such Company securityholder agreed to (a) refrain from transferring any of his, her or its Company Common Shares prior to Closing, other than in connection with certain permitted transfers described therein, (b) vote his, her or its Company Common Shares in favour of the Proposed Business Combination at the Meeting and (c) waive, and not exercise, any dissent rights he, she or it may have with respect to the Proposed Business Combination.

Concurrently with the execution and delivery of the Business Combination Agreement, Pubco, Plum, the Company, Mercury Capital, LLC, a Delaware limited liability company and current sponsor of Plum (“ Sponsor ”), Alpha Partners Technology Merger Sponsor LLC, a Delaware limited liability company and former sponsor of Plum (“ Former Sponsor ”), and certain other shareholders of Plum (together with Sponsor and Former Sponsor, the “ Sponsor Parties ”) entered into a voting and support agreement pursuant to which, among other things, (a) each of the Sponsor Parties agreed to (i) refrain from transferring any of his, her or its shares of Plum prior to Closing, other than in connection with certain permitted transfers described therein, (ii) vote his, her or its shares of Plum in favor of the Proposed Business Combination at the Plum shareholders meeting, (iii) waive, and not exercise, any rights he, she or it may have to elect to effect a redemption of their shares of Plum in connection with the approval of Plum’s shareholders of the Proposed Business Combination and (iv) waive, and not enforce, any anti-dilution rights he, she or it may have under Plum’s governing documents in connection with the Proposed Business Combination, and (b) Sponsor has agreed to transfer certain of its sponsor incentive units of Plum (“ Sponsor Incentive Units ”) to unaffiliated investors in available financing sources and to unaffiliated Plum shareholders who agree to execute non-redemption agreements in connection with the Proposed Business Combination, and otherwise to forfeit such Sponsor Incentive Units to Plum for cancellation for no consideration.

Additional Information

A copy of the Business Combination Agreement and related transaction documents is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. Additional details relating to the Proposed Business Combination will be included in a management information circular of the Company (the “ Circular ”) to be filed with applicable regulatory authorities and mailed to Company Shareholders to seek approval of the

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Proposed Business Combination. Company Shareholders and other interested parties are advised to read the materials relating to the Proposed Business Combination, including the Business Combination Agreement, carefully. Anyone may obtain copies of these documents, including the Circular when available, free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Advisors

Cohen & Company Capital Markets is serving as the exclusive financial advisor, lead capital markets advisor and placement agent to Plum. Jett Capital Advisors, LLC is serving as exclusive financial advisor, lead capital markets advisor and co-placement agent to Tactical Resources. Hogan Lovells US LLP and Aird & Berlis LLP are serving as legal counsel to Plum, and Allen Overy Shearman Sterling US LLP and McMillan LLP are serving as legal counsel to Tactical Resources. Manning Elliott LLP is serving as auditor to Tactical Resources.

5.2 Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7 Omitted Information

Not applicable.

Item 8 Executive Officer

The following senior officer of the Company is knowledgeable about the material change and this Material Change Report and may be contacted:

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

Item 9 Date of Report

September 3, 2024

Forward-Looking Statements

Certain statements included in this Material Change Report 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 Material Change Report 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,

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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, (a) 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 Tactical Resources’ or Plum’s respective securities; (b) 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; (c) 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 the Company Shareholders and the receipt of certain regulatory and court approvals; (d) market risks; (e) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (f) the effect of the announcement or pendency of the Proposed Business Combination on Tactical Resources’ business relationships, performance, and business generally; (g) 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; (h) 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; (i) failure to realize the anticipated benefits of the Proposed Business Combination; (j) 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; (k) 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; (l) 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; (m) the risk that Tactical Resources may not be able to successfully develop its mining projects, and/or its expansion plan (n) 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; (o) political and social risks of operating in the U.S. and other countries; (p) the operational hazards and risks that Tactical Resources faces; and (q) 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 Material Change Report 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

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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. Forwardlooking statements set forth in this Material Change Report speak only as of the date of this Material Change Report. 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.

Important Information for Investors and Shareholders

In connection with the Proposed Business Combination, Pubco intends to file with the SEC the Registration Statement, which will include a prospectus with respect to Pubco’s securities to be issued in connection with the Proposed 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 Proposed 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 shareholders of Plum as of a record date to be established for voting on the Proposed Business Combination. In addition, the Company will prepare and mail an information circular relating to the Business Combination to its shareholders. This Material Change Report does not contain all the information that should be considered concerning the Proposed 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 Proposed Business Combination as they become available because they will contain important information about, Tactical Resources, Plum, Pubco and the Proposed 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 Material Change Report is not incorporated by reference into, and is not a part of, this Material Change Report.

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

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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.