Commander Resources Obtains Interim Order for Plan of Arrangement and Provides Details of Shareholder Meeting
Commander Resources Obtains Interim Order
for Plan of Arrangement and Provides Details
of Shareholder Meeting
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 688km
2
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
For further information please contact:
Corporate Communications
Ali Wasiliew - Manager of Communications
Tel: +1 (236) 420-4050
Email:
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
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
.
Neither the TSX Venture Exchange nor its Regulation Services Provider
accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/247736