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Enduro Metals Corp (2)
Symbol ENDR
Shares Issued 28,192,619
Close 2025-05-30 C$ 0.16
Market Cap C$ 4,510,819
Recent Sedar Documents

Enduro Metals closes Commander Resources acquisition

2025-05-30 17:27 ET - News Release

Mr. Robert Cameron reports

ENDURO COMPLETES ACQUISITION OF COMMANDER RESOURCES LTD

Enduro Metals Corp. has completed its acquisition of Commander Resources Ltd., originally announced on Dec. 9, 2024, pursuant to a court-approved plan of arrangement. The plan of arrangement was implemented pursuant to the terms and conditions of an arrangement agreement dated Feb. 25, 2025, between Enduro and Commander, and has resulted in the acquisition by Enduro of all of the issued and outstanding shares of Commander in exchange for consideration of 0.535 of a common share of Enduro for each Commander share.

"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 chief executive officer 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, Mr. Cameron has been appointed CEO of the company, replacing Mr. Evans, who will continue as a director of Enduro. In addition, each of Mr. 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 Corp. of Canada Ltd. (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 BSc 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 in the United Kingdom 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 per cent of the total number of issued and outstanding Enduro shares postclosing (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 will be required to complete 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 may be obtained on Commander's SEDAR+ profile and will also be available on Enduro's website.

Registered shareholders of Commander who have lost the certificates representing their Commander shares should contact Computershare Investor Services 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 do not need to take any further action to receive their Enduro shares, as their Enduro shares will be automatically reregistered 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 on or about May 30, 2025 (or such later date as determined by the TSX-V). 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 SEDAR+ and may also be obtained by contacting Mr. Cameron at 778-989-1501 (1111 Melville St., Vancouver, B.C., V6E 3V6).

Advisers 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 adviser to Commander and Koffman Kalef LLP acted as legal counsel to Commander.

About Enduro Metals Corp.

Enduro Metals is an exploration company focused on its Newmont Lake project, a total 688-square-kilometre 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 and newly discovered copper-gold porphyry mineralization at North Toe.

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