Enduro Completes Acquisition of Commander Resources Ltd.

Rhea-AI Summary

Enduro Metals Corporation has completed the acquisition of Commander Resources Ltd. (CMDRF) through a court-approved plan of arrangement on May 30, 2025. Under the agreement, Commander shareholders received 0.535 Enduro shares for each Commander share held. The transaction resulted in the issuance of 23,692,393 Enduro shares to former Commander shareholders, who now hold approximately 45.65% of the total outstanding Enduro shares (51,885,012 shares post-closing). Outstanding Commander options have been converted to Enduro options with adjustments reflecting the exchange ratio. Registered shareholders must complete a letter of transmittal to receive their Enduro shares, while non-registered shareholders will automatically receive their shares through their intermediaries. Commander has applied to cease being a reporting issuer.

Positive

• Former Commander shareholders gain significant ownership stake (45.65%) in combined entity
• Smooth transition of options to purchase shares maintained for option holders
• Automated share transfer process for non-registered shareholders

Negative

• Dilution for existing Enduro shareholders with issuance of 23,692,393 new shares
• Administrative burden for registered shareholders who must complete letter of transmittal
• Commander will cease to be a reporting issuer, reducing public market options for investors

Kelowna, British Columbia--(Newsfile Corp. - June 5, 2025) - Commander Resources Ltd. ("Commander" or the "Company") is pleased to announce that on May 30, 2025 Enduro Metals Corporation completed its acquisition of all of the issued and outstanding shares of Commander (the "Commander Shares") in exchange for consideration of 0.535 of a common share of Enduro (each full share, an "Enduro Share") for each Commander Share (the "Exchange Ratio") pursuant to a court-approved plan of arrangement (the "Plan of Arrangement"). The Plan of Arrangement was implemented pursuant to the terms and conditions of an arrangement agreement dated February 25, 2025 between Enduro and the Company.

In connection with the closing, a total of 23,692,393 Enduro Shares have been issued to the former holders of Commander Shares, resulting in former Commander shareholders holding approximately 45.65% of the total number of issued and outstanding Enduro Shares post-closing (based on 51,885,012 Enduro Shares issued and outstanding immediately after closing). In addition, the outstanding options to purchase Commander Shares have been replaced with options to purchase Enduro Shares on the same terms and conditions, other than necessary adjustments to take into account the Exchange Ratio, as set out in the Plan of Arrangement.

In order to obtain their Enduro Shares, shareholders holding share certificates of Commander in their names ("Registered Shareholders") will be required to complete a letter of transmittal (a "Letter of Transmittal") and submit it to Computershare Investor Services Inc. and otherwise follow the instructions contained in the letter of transmittal and described in the management information circular of Commander dated April 9, 2025. Copies of the Circular and the Letter of Transmittal (labelled "Cover letter") may be obtained on Commander's SEDAR+ profile at www.sedarplus.ca and will also be available on Enduro's website at www.endurometals.com.

Registered Shareholders of Commander who have lost the certificates representing their Commander Shares should contact Computershare Investor Services Inc. at corporateactions@computershare.com for information on how to receive their Enduro Shares.

Shareholders who hold their Commander Shares through intermediaries such as a brokerage firm or clearing agency ("Non-registered Shareholders") do not need to take any further action to receive their Enduro Shares, as their Enduro Shares will be automatically re-registered to them. Non-registered Shareholders of Commander and who have questions regarding how the Enduro Shares to which they are entitled will be processed should contact their intermediaries.

Commander has applied to cease to be a reporting issuer in the jurisdictions in which it is currently a reporting issuer.

Advisors and Counsel

Pushor Mitchell LLP acted as legal counsel to Enduro in connection with the Plan of Arrangement.

GenCap Mining Advisory Ltd. acted as financial advisor to Commander and Koffman Kalef LLP acted as legal counsel to Commander.

About Enduro Metals

Enduro Metals is an exploration company focused on its Newmont Lake Project; a total 688km² property located 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.

For further information please contact:

Robert Cameron, CEO

Tel: +1 (778) 989-1501

Email: cameron@endurometals.com

www.endurometals.com

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 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 Commander's expectation that Commander will apply to cease to be a reporting issuer.

Although Commander believes 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 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 COMMANDER MAY ELECT TO, NEITHER OF THEM UNDERTAKES TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254572

FAQ

What is the exchange ratio for Commander Resources (CMDRF) shares in the Enduro acquisition?

Commander shareholders received 0.535 Enduro shares for each Commander share held

How many Enduro shares were issued to Commander shareholders in the acquisition?

A total of 23,692,393 Enduro shares were issued to former Commander shareholders

What percentage of Enduro will former Commander shareholders own after the acquisition?

Former Commander shareholders will own approximately 45.65% of the total outstanding Enduro shares post-closing

What do registered Commander shareholders need to do to receive their Enduro shares?

Registered shareholders must complete a letter of transmittal and submit it to Computershare Investor Services Inc

Do non-registered Commander shareholders need to take any action to receive their Enduro shares?

No, non-registered shareholders do not need to take any action as their Enduro shares will be automatically re-registered to them