Commander Resources Obtains Interim Order for Plan of Arrangement and Provides Details of Shareholder Meeting

Rhea-AI Summary

Commander Resources (TSXV: CMD) has secured an interim order from the Supreme Court of British Columbia for its proposed arrangement with Enduro Metals (TSXV: ENDR). The arrangement involves Enduro acquiring all of Commander's issued and outstanding securities.

The annual general and special meeting is scheduled for May 15, 2025, at Commander's Vancouver offices, with April 9, 2025, set as the record date. The arrangement resolution requires approval from at least 66⅔% of Commander shareholders' votes. Commander has already secured irrevocable support agreements from management and significant shareholders, representing 13,133,900 shares (29.7%) of issued and outstanding shares.

The final court order is expected around May 26, 2025, with the arrangement anticipated to complete in May 2025, subject to shareholder approval, regulatory clearances, and other conditions specified in the February 25, 2025 agreement.

Positive

• Secured 29.7% shareholder support through irrevocable agreements
• Clear timeline for merger completion established

Negative

• Transaction remains subject to significant approval requirements (66⅔% shareholder vote, regulatory clearances)

Kelowna, British Columbia--(Newsfile Corp. - April 8, 2025) - Enduro Metals Corporation (TSXV: ENDR) (OTCQB: ENDMF) (FSE: SOG0) ("Enduro") and Commander Resources Ltd. (TSXV: CMD) ("Commander" and together with Enduro, the "Parties") are pleased to announce that Commander has obtained an interim order (the "Interim Order") of the Supreme Court of British Columbia in connection with the previously announced proposed transaction between the Parties (the "Arrangement") whereby Enduro will acquire all of the issued and outstanding securities of Commander, to be implemented under a statutory plan of arrangement pursuant to section 288 of the Business Corporations Act (British Columbia). The Interim Order provides for the holding of an annual general and special meeting (the "Meeting") of Commander shareholders to, among other things, consider and vote on a special resolution approving the Arrangement (the "Arrangement Resolution"). The Meeting is scheduled to be held at Commander's offices located at 11^th Floor - 1111 Melville Street, Vancouver, British Columbia on May 15, 2025, at 10:00 a.m. (Vancouver time) and the record date for determining Commander shareholders entitled to receive notice of and vote at the Meeting has been fixed as at the close of business on April 9, 2025.

Meeting Materials

In connection with the Meeting, Commander will be mailing a notice of meeting, a management information circular (the "Circular"), letter of transmittal and related meeting materials (collectively, the "Meeting Materials") to applicable Commander securityholders. Securityholders are urged to carefully review all Meeting Materials as they contain important information concerning the Arrangement and the rights and entitlements of the securityholders in relation thereto. The Meeting Materials will also be available under Commander's profile on SEDAR+ at www.sedarplus.ca once they have been mailed to securityholders in the coming days.

Final Order and Completion Date

An application for the final order of the Court (the "Final Order") approving the Arrangement is currently expected to take place on or about May 26, 2025. Subject to obtaining the Final Order, the required approvals from Commander's securityholders at the Meeting, required regulatory approvals, and the satisfaction of all other conditions to implementing the Arrangement as set out in the arrangement agreement entered into between Enduro and Commander on February 25, 2025, the Arrangement is anticipated to be completed in May of 2025.

Voting Requirements

The Arrangement Resolution must be approved by not less than 66^2/3% of the votes cast by the Commander shareholders present in person or represented by proxy at the Meeting.

Investors are cautioned that, except as disclosed in the management information circular prepared in connection with the Arrangement, any information released or received with respect to the Arrangement may not be accurate or complete and should not be relied upon. Trading in the securities of Commander and Enduro should be considered highly speculative.

Commander has received several irrevocable support agreements in favor of the transaction from management and significant shareholders totaling 13,133,900 shares or 29.7% of issued and outstanding.

About Enduro Metals

Enduro Metals is an exploration company focused on its Newmont Lake Project; a total 688km² property located between Eskay Creek, Snip, and Galore Creek within the heart of British Columbia's Golden Triangle. Building on prior results, Enduro's geological team has outlined multiple deposit environments of interest across the Newmont Lake Project including high-grade epithermal/skarn gold along the McLymont Fault, copper-gold alkalic porphyry mineralization at Burgundy, newly discovered copper-gold porphyry mineralization at North Toe, and a large 10km x 4km geochemical anomaly hosting various gold, silver, copper, zinc, nickel, cobalt, and lead mineralization along the Chachi Corridor.

About Commander Resources

Commander is a Canadian focused exploration company that has leveraged its success in exploration through a combination of partnerships and sole funded exploration. Commander has a portfolio of base and precious metal projects across Canada including its flagship Burn Project, a newly discovered porphyry copper-gold project in the Babine copper belt of central British Columbia and its October Dome copper and gold porphyry target in central British Columbia and our Sabin VMS project in Ontario.

On Behalf of the Board of Directors of Commander Resources Ltd.

"Robert Cameron"
President and Chief Executive Officer

On Behalf of the Board of Directors of Enduro Metals Corporation

"Cole Evans"
Chief Executive Officer

Forward-Looking Statements

This news release contains statements that constitute "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Enduro's and Commander's actual results, performance or achievements, or developments in the industry to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-Looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur. Forward-Looking statements in this news release include statements concerning the parties' expectation that they will complete the Arrangement and the timing thereof, and all other statements that are not historical in nature.

Although Enduro and Commander believe the forward-looking information contained in this news release is reasonable based on information available on the date hereof, forward-looking statements by their nature involve assumptions, known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF ENDURO AND COMMANDER AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ENDURO AND COMMANDER MAY ELECT TO, NEITHER OF THEM UNDERTAKES TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

For further information, please call:

Robert Cameron, President and CEO
Tel: 1-778-989-1501
info@commanderresources.com

Neither the TSX Venture Exchange nor its Regulation Services Provider
accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247745

FAQ

When is Commander Resources (CMDRF) shareholder meeting for the Enduro Metals acquisition?

The meeting is scheduled for May 15, 2025, at 10:00 a.m. (Vancouver time) at Commander's offices in Vancouver.

What percentage of Commander Resources (CMDRF) shareholders need to approve the Enduro Metals arrangement?

The arrangement requires approval from at least 66⅔% of Commander shareholders' votes cast at the meeting.

How much shareholder support has Commander Resources (CMDRF) secured for the Enduro Metals merger?

Commander has secured irrevocable support agreements totaling 29.7% (13,133,900 shares) from management and significant shareholders.

When is the expected completion date for Commander Resources (CMDRF) acquisition by Enduro Metals?

The arrangement is anticipated to complete in May 2025, following the final court order expected around May 26, 2025.