Enduro Completes Acquisition of Commander Resources Ltd
Enduro Completes Acquisition of Commander
Resources Ltd
Kelowna, British Columbia--(Newsfile Corp. - May 30, 2025) -
Enduro Metals Corporation
(TSXV:
ENDR) (OTCQB: ENDMF) (FSE: SOG0)
("
Enduro
"
or the
"
Company
") is pleased to announce the
completion of its acquisition of Commander Resources Ltd. ("
Commander
"), originally announced on
December 9, 2024, 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 Commander, and has resulted in the
acquisition by Enduro 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
").
"
Today marks the start of a new era for Enduro Metals, and I am delighted to hand over the reins to
Rob Cameron who takes over as the new CEO," commented Cole Evans, Director and outgoing CEO
of Enduro. "With the completion of this transaction, the company is now on a sound financial footing,
and planning for the forthcoming field season at Newmont Lake is already well advanced. I would also
like to thank on behalf of the Company Laurence Roulston for his years of dedication and many
valuable contributions to the Company. We wish him well in his future endeavours
."
In connection with completion of the Plan of Arrangement, Robert Cameron has been appointed Chief
Executive Officer of the Company, replacing Cole Evans, who will continue as a director of Enduro.
In
addition, each of Robert Cameron and Brandon Macdonald have been appointed directors of the
Company.
Lawrence Roulston has resigned as a director of Enduro.
Mr. Cameron is a professional geologist and has over 40 years of international experience in the mining
industry including positions as President and CEO of Valley High Ventures and Bearing Resources Ltd.,
as well as Vice-President and Manager of exploration for Phelps Dodge Corporation of Canada Limited
(then a subsidiary of Freeport McMoRan Copper and Gold Inc.). In addition, he has extensive market
and finance experience including a term as mining analyst for Research Capital.
Mr. Macdonald is a Professional Geologist with a diverse background in exploration geology, mining,
and finance. He earned his B.Sc. in Geology from the University of British Columbia in 2000, and later
completed an MBA at Oxford University in 2007. His experience includes time at Macquarie Bank in
London, UK, and as founding CEO of Fireweed Metals Corp.
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
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.
It is expected that the Commander Shares will be delisted from the TSX Venture Exchange (the "
TSXV
")
on or about May 30, 2025 (or such later date as determined by the TSXV).
Commander will also apply to
cease to be a reporting issuer in the jurisdictions in which it is currently a reporting issuer.
A copy of the applicable early warning report concerning the acquisition of the Commander Shares by
Enduro will be filed under Enduro's profile on the SEDAR+ website and may also be obtained by
contacting Enduro's new CEO, Robert 778) 989-1501 (1111 Melville St, Vancouver, BC V6E 3V6).
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 688km
2
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.
On Behalf of the Board of Directors of Enduro Metals Corporation
"
Robert Cameron
"
Chief Executive Officer
For further information please contact:
Robert Cameron, CEO
Tel: +1 (778) 989-1501
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 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 with respect to the de-listing of the Commander Shares and the
expectation that Commander will apply to cease to be a reporting issuer.
Although Enduro 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 ENDURO 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
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 U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES.
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https://www.newsfilecorp.com/release/253968