Announcement • May 31
Enduro Metals Corporation (TSXV : ENDR) completed the acquisition of Commander Resources Ltd. (TSXV: CMD). Enduro Metals Corporation (TSXV : ENDR) entered into an amalgamation agreement to acquire Commander Resources Ltd. (TSXV: CMD) for CAD 4 million on February 24, 2025. The Agreement provides for an Exchange Ratio of 0.535 of an Enduro Common Share for each one (1) Commander Common Share, representing a deemed price per Commander Common Shares of CAD 0.10 and a deemed price per Enduro Common Share of CAD 0.187 representing a 30-day VWAP. It is anticipated that upon completion of the proposed transaction, legacy holders of Commander Common Shares would hold approximately 45.65% of the Resulting Issuer and legacy holders of Enduro Common Shares would hold approximately 54.35% of the Resulting Issuer. Outstanding warrants and options of Commander will be exchanged for equivalent warrants and options, respectively, of Enduro based on the Exchange Ratio. Under certain circumstances, if the agreement is terminated, Enduro would be entitled to the payment of a CAD 400,000 termination fee from Commander. On February 25, 2025, the parties terminated the old agreement signed on December 9, 2024, entered into an arrangement agreement and the Parties have determined to structure the Proposed Transaction as a court-approved plan of arrangement. Other terms of the transaction remain the same.
Under the terms of the Agreement, Enduro will acquire all the issued and outstanding securities of Commander, with the result that the current securityholders of Commander will become securityholders of Enduro. Upon completion of the Proposed Transaction, it is anticipated that Rob Cameron and Brandon Macdonald will join the Board of Enduro. In order to facilitate these appointments, existing Enduro director, Lawrence Roulston, has advised the Enduro Board that he will resign as a director of Enduro immediately prior to the completion of the proposed transaction.
The proposed transaction will be subject to the approval by Commander shareholders by a special resolution of at least a two-thirds (2/3) majority of the votes cast at an annual general and special meeting, and also subject to the receipt of certain regulatory, approval of The Supreme Court of British Columbia, and TSX Venture Exchange (the “TSX-V”) approvals, Dissent Rights to the Amalgamation shall not have been exercised prior to the Effective Date by holders of Commander Shares representing in the aggregate 5% or more of the total number of Commander Shares outstanding at such time and other closing conditions customary in transactions of this nature. The proposed transaction was unanimously approved by Commander’s board of directors. Commander’s board of directors has unanimously recommended that the Commander’s shareholders vote in favour of the proposed transaction. As of April 8, 2025, the Arrangement is anticipated to be completed in May of 2025. As of May 15, 2025, Commander’s shareholders approved the transaction at Commander’s annual general and special meeting of shareholders (the “Meeting”) and the special resolution approving the Arrangement was approved by an majority of votes cast by Commander Shareholders (99.1%) and the parties currently expect to complete the Arrangement on or about May 30, 2025. As of May 26, 2025, The Supreme Court of British Columbia issued its Final Order approving the merger.
GenCap Mining Advisory Ltd. is acting as financial adviser to the Commander special committee. Paul Bowes and Jeff Sheremeta of Harper Grey LLP acting as Canadian legal advisers to Commander. Keith Inman of Pushor Mitchell LLP is acting as Canadian legal adviser to Enduro. GenCap Mining Advisory Ltd. provided a fairness opinion to the Commander special committee and board of directors. Computershare Investor Services Inc. acted as Depositary for Commander Resources.
Enduro Metals Corporation (TSXV : ENDR) completed the acquisition of Commander Resources Ltd. (TSXV: CMD) on May 30, 2025. It is expected that the Commander Shares will be delisted from the TSX Venture Exchange on or about May 30, 2025. Koffman Kalef LLP acted as legal advisor to Commander. Announcement • Apr 03
Commander Resources Ltd., Annual General Meeting, May 15, 2025 Commander Resources Ltd., Annual General Meeting, May 15, 2025. Location: suite 1100, 1111 melville street, british columbia, v6e 3v6, vancouver Canada Announcement • Dec 11
Enduro Metals Corporation (TSXV : ENDR) entered into an amalgamation agreement to acquire Commander Resources Ltd. (TSXV: CMD) for CAD 3.8 million. Enduro Metals Corporation (TSXV : ENDR) entered into an amalgamation agreement to acquire Commander Resources Ltd. (TSXV: CMD) for CAD 3.8 million on December 9, 2024. The Agreement provides for an Exchange Ratio of 0.535 of an Enduro Common Share for each one (1) Commander Common Share, representing a deemed price per Commander Common Shares of CAD 0.10 and a deemed price per Enduro Common Share of CAD 0.187 representing a 30-day VWAP. It is anticipated that upon completion of the proposed transaction, legacy holders of Commander Common Shares would hold approximately 45.65% of the Resulting Issuer and legacy holders of Enduro Common Shares would hold approximately 54.35% of the Resulting Issuer. Outstanding warrants and options of Commander will be exchanged for equivalent warrants and options, respectively, of Enduro based on the Exchange Ratio. Under certain circumstances, if the agreement is terminated, Enduro would be entitled to the payment of a CAD 400,000 termination fee from Commander.
Under the terms of the Agreement, Enduro will acquire all the issued and outstanding securities of Commander, with the result that the current securityholders of Commander will become securityholders of Enduro. Upon completion of the Proposed Transaction, it is anticipated that Rob Cameron and Brandon Macdonald will join the Board of Enduro. In order to facilitate these appointments, existing Enduro director, Lawrence Roulston, has advised the Enduro Board that he will resign as a director of Enduro immediately prior to the completion of the proposed transaction.
The proposed transaction will be subject to the approval by Commander shareholders by a special resolution of at least a two-thirds (2/3) majority of the votes cast at an annual general and special meeting, and also subject to the receipt of certain regulatory, court, and TSX Venture Exchange (the “TSX-V”) approvals, and other closing conditions customary in transactions of this nature. The proposed transaction was unanimously approved by Commander’s board of directors and by Enduro's board of directors, in each case with David Watkins abstaining from voting due to his being a director of both companies. Commander’s board of directors has unanimously recommended that the Commander’s shareholders vote in favour of the proposed transaction. GenCap Mining Advisory Ltd. is acting as financial adviser to the Commander special committee. Harper Grey LLP is acting as Canadian legal adviser to Commander. Pushor Mitchell LLP is acting as Canadian legal adviser to Enduro. GenCap Mining Advisory Ltd. provided a fairness opinion to the Commander special committee and board of directors. Announcement • Mar 05
FruchtExpress Grabher GmbH & Co KG submits a proposal offer to acquire Commander Resources Ltd. (TSXV : CMD) from shareholders for CAD 3.21 million. FruchtExpress Grabher GmbH & Co KG submits a proposal offer to acquire Commander Resources Ltd. (TSXV : CMD) from shareholders for CAD 3.21 million on March 4, 2024. FEx will commence an all-cash offer to acquire all issued and outstanding shares of Commander for CAD 0.09 per share (the proposed offer). Commander shareholders are advised to take no action in respect of the proposed offer until Commander's board of directors have made a formal recommendation to shareholders. Announcement • Jan 22
Commander Resources Ltd. Intersects 140 M of 0.1% CuEq in Drilling At Burn Porphyry Copper Property, British Columbia Commander Resources Ltd. reported the results of its 2023 drill program at the Burn Copper and Gold porphyry project located 100 km north of Smithers, British Columbia. Freeport-McMoRan Mineral Properties Canada Inc. is earning into the Burn Property and vested at 75% interest during this program. The 2023 program comprised 10 drill holes totaling 4,403 m and tested a wide-spaced variety of targets across a 6 km region. The Burn Property, which covers 17,675 ha was initially acquired directly by Commander in 2018 to cover prominent gossans exposed along ridges. It is located within the Babine Porphyry belt 70 km north of two past producing mines at Bell and Granisle. There is no record of previous geophysical surveys or drilling. Previous work by Commander, funded by Freeport, included a property wide airborne magnetic survey which outlined two prominent circular magnetic rings and several linear magnetic highs that coincide with stocks and dykes of Eocene age. A follow-up reconnaissance program of stream sediment sampling, soil and rock sampling, and geological mapping identified four alteration zones of which the largest is referred to as the Central Copper zone. The Central Copper zone, first drilled in 2022 (4 holes, 1513 m), was the focus of the 2023 drill program and is underlain by numerous phases of feldspar-biotite-hornblende ("BFP") porphyry dykes and stocks exhibiting alteration from chlorite to chlorite-magnetite, and moderate quartz-sericite-pyrite ("phyllic") to intense phyllic with local quartz veinlets. Drill Hole B-05 and B-06 Holes B-05 and B-06 were drilled at the highest elevation on the property on a large alpine plateau. The target was a prominent circular magnetic high feature. Both holes encountered highly altered intrusive and volcanic rocks with lesser amounts of sediments until passing into massive hornfels sediments near the base of the hole. Alteration is dominated by sericite and iron carbonate and is accompanied by pyrite, pyrrhotite and sphalerite with trace amounts of chalcopyrite. Drill Hole B-07 Hole B-07 was collared 120 m west of 2022 hole B-02 and was drilled on section beneath it. Unlike hole B-02, the hole encountered mostly black, weak to moderate sericite altered fossiliferous mudstone and local sections of mixed polylithic mudstone and volcanic breccias. Pyrite is pervasive as fine disseminations, thin veined stockworks and local planar 1 cm thick veins. Gold was elevated throughout with the best 2-metre interval returning 5.18 g/t gold at 308 metres downhole. Drill Hole B-08 and B-09 Holes B-08, B-09 and B-01 are drilled on the same section with hole B-09 drilled southerly towards hole B-01. All holes have encountered variably altered biotite feldspar porphyry, feldspar porphyry and k-feldspar porphyry with sulphides dominated by pyrite and chalcopyrite. Copper values in hole B-08 are low except for the bottom 100 metres where values increase with a high value of 18 metres grading 0.05% copper starting at 370.0 m. Hole B-09 returned 0.06% copper over 232.8 m starting at 5.7 metres including a 12-metre interval at 98 m grading 0.22% Cu and 0.13 g/t gold. In both holes, intrusive rocks carried rare 3 cm sericite altered and quartz stockwork veined xenoliths. Drill Hole B-10 Hole B-10 was collared 200 metres southeast of hole B-01 and drilled to the northeast. It encountered an upper copper-rich interval hosted by biotite felspar porphyry, an intermediate interval dominated by felspar porphyry with minor copper and a lower end of hole copper-rich interval. The upper interval returned 140 metres grading 0.08% Cu and 0.04 g/t gold starting at 12 metres and the lower interval returned 114 metres starting at 364 metres grading 0.06% Cu and 0.03 g/t gold. Future Work Drill program data compilation is ongoing. Final clay alteration mineral data is being processed and combined with geological and assay data will aid the planning for follow up drilling. Initial conclusions suggest that the Central Copper one may be the upper levels of a deeper porphyry centre. The Western Gold Zone is unconstrained and is open in all directions. Announcement • Aug 04
Commander Resources Ltd. announced that it expects to receive CAD 0.6 million in funding Commander Resources Ltd. announced a non-brokered private placement and it will issue up to 4,000,000 flow-through shares at an issue price of CAD 0.1 per flow-through share for total proceeds of up to CAD 400,000, and up to 2,500,000 units at an issue price of CAD 0.08 per unit for total proceeds of up to CAD 200,000 for aggregate gross proceeds of up to CAD 600,000 on August 3, 2023. Each unit will consist of one common share and one share purchase warrant with each unit warrant being exercisable for one additional common share at a price of CAD 0.14 for 18 months from the closing date. In connection with the transaction, the company may pay finders’ fees of up to 6% in cash. The transaction is subject to receipt of TSX Venture Exchange acceptance. 
