Tactical Resources Corp. — Share Issue/Capital Change 2026

Jan 23, 2026

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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

January 21, 2026

Item 3. News Release

A news release dated January 22, 2026, was disseminated, and filed on SEDAR+.

Item 4. Summary of Material Change

The Company closed its previously announced private placement of common shares at an issue price of \$6.30 per common share for gross proceeds of \$1,308,037.50.

Item 5.1. Full Description of Material Change

Further to the Company's news releases dated January 20, 2026 and January 22, 2026, the Company announced the closing of its previously announced non-brokered private placement of 207,625 common shares of the Company (the "Shares") at an issue price of \$6.30 per Share, for gross proceeds of \$1,308,037.50 (the "Offering").

The securities issued pursuant to the Offering are subject to a statutory hold period of four (4) months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Offering remains subject to final approval of the TSX Venture Exchange. The Company intends on using the net proceeds from the Offering for working capital and general corporate purposes.

In connection with the Offering, the Company paid a cash finder's fee of \$130,803.75, representing 10% of the proceeds of the Offering, to an eligible arm's length finder.

This material change report does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States or to any "U.S. Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")) of any equity or other securities of the Company. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or under any state securities laws and may not be offered or sold in the United States or to a U.S. Person absent registration under the 1933 Act and applicable state securities laws or an applicable exemption therefrom. Any failure to comply with these restrictions may constitute a violation of U.S. securities laws.

Item 5.2. Disclosure for Restructuring Transactions

Not applicable.

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

Not applicable.

Item 7. Omitted Information

No information was omitted.

Item 8. Executive Officers

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

Ranjeet Sundher, CEO Telephone: 1-778-588-5483

Email: investors@tacticalresources.com

Item 9. Date of Report

January 22, 2026

Forward-Looking Statements

This material change report may contain certain forward-looking statements and forward-looking information (collectively, "forward-looking statements") related to future events or the Company's future business, operations, and financial performance and condition, including, without limitation the intended use of proceeds from the Offering, and final approval of the TSX Venture Exchange. Forward-looking statements normally contain words like "will", "intend", "anticipate", "could", "should", "may", "might", "expect", "estimate", "forecast", "plan", "potential", "project", "assume", "contemplate", "believe", "shall", "scheduled", and similar terms. Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions, and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to the Company's business. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation, the impact of general economic conditions, and unforeseen events and developments. This list is not exhaustive of the factors that may affect the Company's forwardlooking statements. Many of these factors are beyond the control of the Company. All forward-looking statements included in this material change report are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this material change report are made as at the date hereof, and the Company undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. Risks and uncertainties about the Company's business are more fully discussed under the heading "Risk Factors" in its most recent Annual Information Form. They are otherwise disclosed in its filings with securities regulatory authorities available on SEDAR at www.sedarplus.ca.