Special Committee of Commander Confirms FruchtExpress Is Proceeding with Unsolicited Takeover Bid

Rhea-AI Summary

The Special Committee of Commander Resources has confirmed that FruchtExpress Grabher GmbH & Co KG (FEx) has made an unsolicited cash offer to acquire all outstanding shares of Commander not already owned by FEx at $0.09 per share. This offer, originally proposed on March 4, 2024, was formally communicated to Commander's Special Committee on May 23, 2024. Shareholders are advised to take no action until the Board of Directors, upon recommendations from the Special Committee, provides a formal response. The Special Committee, led by David Watkins, with members Eric Norton and Brandon Macdonald, is currently evaluating the offer and exploring potential alternatives. Results of these assessments will be communicated shortly. Commander emphasizes that there is no certainty the Special Committee or Board will support FEx's offer.

Positive

• Unsolicited takeover bid offers shareholders $0.09 per share in cash, potentially providing immediate liquidity.
• The Special Committee, composed of independent directors, is actively assessing the offer, ensuring a thorough evaluation.
• The committee is engaging professional advisors, indicating a comprehensive approach to the evaluation process.

Negative

• The offer is unsolicited, indicating potential instability or lack of agreement within Commander's management and major shareholders.
• No certainty that the Special Committee or Board will support the offer, leading to potential uncertainty for shareholders.
• Potential for alternative transactions creates uncertainty about the future direction of the company.

Vancouver, British Columbia--(Newsfile Corp. - May 28, 2024) - The Special Committee (the "Special Committee") of the Board of Directors of Commander Resources Ltd. (TSXV: CMD) ("Commander" or the "Company") announces that FruchtExpress Grabher GmbH & Co KG ("FEx"), an insider shareholder of Commander, has delivered written notice on May 23, 2024 of FEx's unsolicited cash offer to acquire all the issued and outstanding shares of Commander not already owned or controlled by FEx for $0.09 per share (the "Offer"), as FEx had previously proposed on March 4, 2024. Commander shareholders are advised to take no action in respect of the Offer until Commander's Board of Directors have made a formal response to the Offer, upon the recommendations of the Special Committee, and as required by applicable securities laws.

At a meeting held on March 4, 2024, the Board of Directors appointed a three-member Special Committee of independent directors that has a broad mandate to address, evaluate, and recommend a response to FEx's Offer, or any other potential or alternative transaction which may arise. The Chair of Special Committee is David Watkins, and its other members are Eric Norton and Brandon Macdonald. The Special Committee is in the process of assessing FEx's Offer, engaging professional advisors, and conducting related discussions. The Special Committee expects to report the initial results of these initiatives shortly.

Commander cautions its shareholders and potential investors that there can be no certainty that the Offer will be supported by the Special Committee or the Board of Directors of Commander.

About Commander Resources Ltd.

Commander is a Canadian focused exploration company that has leveraged its success in exploration through a combination of partnerships and sole funded exploration. Commander plans to drill our top priority projects as well as advance or partner out the next tier of 100% owned exploration projects. The Company also intends to look outside of our in-house portfolio for special opportunities to increase the Company's exposure to premium exploration projects.

On behalf of the Special Committee

David Watkins
Chair and Director

For further information, please call:

Robert Cameron, President and CEO
Toll Free: 1-800-667-7866
info@commanderresources.com

 

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210743

FAQ

What is the unsolicited takeover bid for Commander Resources (CMDRF)?

FruchtExpress Grabher GmbH & Co KG (FEx) has made an unsolicited cash offer to acquire all outstanding shares of Commander Resources not already owned by FEx at $0.09 per share.

When was the unsolicited offer for Commander Resources (CMDRF) proposed?

The unsolicited offer was originally proposed by FEx on March 4, 2024.

What should shareholders of Commander Resources (CMDRF) do about the unsolicited offer?

Shareholders are advised to take no action until the Board of Directors, upon recommendations from the Special Committee, provides a formal response.

Who is leading the Special Committee evaluating the unsolicited offer for Commander Resources (CMDRF)?

The Special Committee is chaired by David Watkins, with members Eric Norton and Brandon Macdonald.

Will the Special Committee support the unsolicited offer for Commander Resources (CMDRF)?

There is no certainty that the Special Committee or the Board of Directors will support the unsolicited offer.