May 30, 2025, Kelowna, British Columbia – 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 23,692,393Enduro 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 51,885,012Enduro 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 |
