Enduro Metals and Commander Resources Announce Business Combination Creating a Leading Copper and Gold Explorer
Enduro Metals (ENDMF) and Commander Resources have announced a business combination through an amalgamation agreement dated December 9, 2024. Under the agreement, Enduro will acquire all Commander securities at an exchange ratio of 0.535 Enduro shares for each Commander share, representing a 29% premium to Commander's closing price.
The combined entity will focus on copper and gold exploration in British Columbia's premier districts, including the Golden Triangle region. Legacy Commander shareholders will hold approximately 45.65% of the resulting company, while Enduro shareholders will retain 54.35%. The transaction includes Commander's cash position of CAD$4.2 million and creates an integrated management team with expertise in porphyry copper exploration.
The deal requires approval from Commander shareholders and regulatory authorities. As part of the agreement, Commander will provide a $400,000 loan to Enduro at 12% annual interest, secured by Enduro's Chachi claims.
Enduro Metals (ENDMF) e Commander Resources hanno annunciato una combinazione aziendale attraverso un accordo di amalgamazione datato 9 dicembre 2024. Ai sensi dell'accordo, Enduro acquisirà tutti i titoli di Commander a un rapporto di scambio di 0,535 azioni Enduro per ciascuna azione Commander, rappresentando un premio del 29% rispetto al prezzo di chiusura di Commander.
La società combinata si concentrerà sull'esplorazione di rame e oro nei principali distretti della Columbia Britannica, inclusa la regione del Golden Triangle. Gli azionisti storici di Commander deterranno circa il 45,65% della società risultante, mentre gli azionisti di Enduro manterranno il 54,35%. La transazione include la posizione di liquidità di Commander di 4,2 milioni di dollari CAD e crea un team di gestione integrato con competenze nell'esplorazione di rame porfirico.
L'affare richiede l'approvazione degli azionisti di Commander e delle autorità di regolamentazione. Come parte dell'accordo, Commander fornirà un prestito di 400.000 dollari a Enduro al tasso di interesse annuale del 12%, garantito dalle rivendicazioni Chachi di Enduro.
Enduro Metals (ENDMF) y Commander Resources han anunciado una combinación empresarial a través de un acuerdo de amalgama datado el 9 de diciembre de 2024. Bajo el acuerdo, Enduro adquirirá todos los valores de Commander a una relación de intercambio de 0,535 acciones de Enduro por cada acción de Commander, lo que representa una prima del 29% sobre el precio de cierre de Commander.
La entidad combinada se enfocará en la exploración de cobre y oro en los principales distritos de Columbia Británica, incluida la región del Triángulo de Oro. Los accionistas históricos de Commander poseerán aproximadamente el 45,65% de la empresa resultante, mientras que los accionistas de Enduro retendrán el 54,35%. La transacción incluye la posición de efectivo de Commander de 4,2 millones de dólares CAD y crea un equipo de gestión integrado con experiencia en la exploración de cobre porfirítico.
El acuerdo requiere la aprobación de los accionistas de Commander y de las autoridades regulatorias. Como parte del acuerdo, Commander proporcionará un préstamo de $400,000 a Enduro a una tasa de interés anual del 12%, garantizado por las reclamaciones Chachi de Enduro.
엔두로 메탈즈 (ENDMF)와 커맨더 리소스가 2024년 12월 9일자로 합병 계약을 체결하고 사업 결합을 발표했습니다. 이 계약에 따라 엔두로는 커맨더의 주식에 대해 0.535 엔두로 주식 비율로 모든 커맨더 증권을 인수하며, 이는 커맨더의 종가 대비 29%의 프리미엄을 나타냅니다.
결합된 회사는 브리티시컬럼비아의 주요 지역, 특히 골든 트라이앵글 지역에서 구리 및 금 탐사에 집중할 예정입니다. 커맨더의 기존 주주들은 결과적으로 약 45.65%의 지분을 보유하게 되며, 엔두로의 주주들은 54.35%를 유지하게 됩니다. 이 거래에는 커맨더의 현금 보유액 420만 캐나다 달러가 포함되어 있으며, 구리 포위 탐사에 대한 전문 지식이 있는 통합 관리팀을 구성하게 됩니다.
이번 거래는 커맨더 주주와 규제 당국의 승인을 필요로 합니다. 계약의 일환으로 커맨더는 엔두로에 대해 12%의 연 이자율로 40만 달러의 대출을 제공하며, 이는 엔두로의 차치 청구권으로 담보됩니다.
Enduro Metals (ENDMF) et Commander Resources ont annoncé une combinaison commerciale par le biais d'un accord de fusion daté du 9 décembre 2024. Selon l'accord, Enduroacquerra tous les titres de Commander à un ratio d'échange de 0,535 actions Enduro pour chaque action Commander, représentant une prime de 29 % par rapport au prix de clôture de Commander.
L'entité combinée se concentrera sur l'exploration du cuivre et de l'or dans les districts prestigieux de la Colombie-Britannique, y compris la région du Golden Triangle. Les anciens actionnaires de Commander détiendront environ 45,65 % de l'entreprise résultante, tandis que les actionnaires d'Enduro conserveront 54,35 %. La transaction comprend la position de trésorerie de Commander de 4,2 millions de CAD et crée une équipe de direction intégrée avec une expertise dans l'exploration du cuivre porphyrique.
L'accord nécessite l'approbation des actionnaires de Commander et des autorités réglementaires. Dans le cadre de l'accord, Commander accordera à Enduro un prêt de 400 000 $ au taux d'intérêt annuel de 12 %, garanti par les droits Chachi d'Enduro.
Enduro Metals (ENDMF) und Commander Resources haben eine Geschäftskombination durch eine Verschmelzungsvereinbarung vom 9. Dezember 2024 bekannt gegeben. Laut der Vereinbarung wird Enduro alle Wertpapiere von Commander zu einem Umtauschverhältnis von 0,535 Enduro-Aktien für jede Commander-Aktie erwerben, was einem Aufschlag von 29 % auf den Schlusskurs von Commander entspricht.
Das fusionierte Unternehmen wird sich auf die Erkundung von Kupfer und Gold in den besten Regionen British Columbias, einschließlich der Golden Triangle-Region, konzentrieren. Die ehemaligen Commander-Aktionäre werden etwa 45,65 % des resultierenden Unternehmens halten, während die Enduro-Aktionäre 54,35 % behalten werden. Die Transaktion umfasst die Barbestände von Commander in Höhe von 4,2 Millionen CAD und schafft ein integriertes Managementteam mit Fachkenntnissen in der Porphyrkupferexploration.
Der Deal benötigt die Genehmigung der Commander-Aktionäre und der Aufsichtsbehörden. Im Rahmen der Vereinbarung wird Commander einen Kredit über 400.000 $ an Enduro zu einem Jahreszins von 12 % gewähren, der durch die Chachi-Rechte von Enduro abgesichert ist.
- Acquisition includes Commander's substantial cash position of CAD$4.2 million
- 29% premium offered to Commander shareholders
- Creation of a larger exploration company with year-round operations
- Portfolio expansion with three advanced projects in British Columbia
- Share dilution for existing Enduro shareholders with 45.65% ownership transfer to Commander shareholders
- $400,000 loan agreement with 12% interest rate adds debt to Enduro's balance sheet
Kelowna, British Columbia--(Newsfile Corp. - December 9, 2024) - Enduro Metals Corporation (TSXV: ENDR) (OTCQB: ENDMF) (FSE: SOG0) ("Enduro") and Commander Resources Ltd. (TSXV: CMD) ("Commander") are pleased to announce that they have entered into an amalgamation agreement dated December 9, 2024 (the "Agreement") pursuant to which Enduro and Commander will combine their operations. 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 (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.
Transaction Highlights:
Business combination creates a leading copper gold exploration company with
100% owned properties in British Columbia's premier porphyry copper and gold districts including the world-renowned Golden Triangle region along with a complementary pipeline of earlier stage exploration projects.It is anticipated that legacy holders of Commander Common Shares would hold approximately
45.65% of Enduro upon completion of the Proposed Transaction (the "Resulting Issuer") and legacy holders of Enduro Common Shares would hold approximately54.35% of the Resulting Issuer.Creation of an integrated management team with a strong technical and financial track-record and a particular strength in porphyry copper exploration and development.
Three advanced projects in British Columbia including the flagship multi-target Newmont Lake property in the Golden Triangle region, the Burn Property in the Babine Porphyry Belt of central British Columbia and the October Dome project in the central Quesnel Belt adjacent to the Mt. Polley copper-gold mine.
The Agreement sets out an exchange ratio (the "Exchange Ratio") of 0.535 common shares in the capital of Enduro (the "Enduro Common Shares") for each one (1) common share in the capital of Commander (the "Commander Common Shares"), representing a deemed price per Commander Common Share of
$0.10 and a deemed price per Enduro Common Share of$0.19 , representing the 30-day volume weighted average price ("VWAP") of Enduro.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.
The Proposed Transaction will be subject to the approval by Commander's shareholders at a special meeting of Commander's shareholders and subject to the receipt of certain regulatory, court, TSX-V approvals, and other closing conditions customary in transactions of this nature.
Robert Cameron, CEO of Commander, commented, "This business combination with Enduro builds on Commander's current exposure to copper and gold projects by adding the Newmont Lake project, one of the most exciting and prospective exploration properties in Canada, to the already broad asset base within Commander. This Transaction represents a fantastic opportunity for Commander shareholders to get exposure to the renowned Golden Triangle at the centre of Canada's critical mineral development strategy. We initiated and advanced a process to look outside of our in-house portfolio for special opportunities to grow our exposure to premium exploration projects, primarily in the copper-gold space. This process was initiated in late 2023 and this transaction represents an exceptional business combination that will create a well-funded and structured exploration company to advance a portfolio of premier copper and gold projects."
Cole Evans, CEO of Enduro, commented, "I am pleased to welcome Robert and his team to Enduro. Their extensive expertise in porphyry copper-gold deposits, coupled with a profound understanding of the mining industry, will significantly enhance our ability to unlock the full potential of Newmont Lake. Many signs suggest the Golden Triangle is on the brink of a new era of capital investment and construction, particularly at Galore Creek and KSM. Positioned strategically between these two major projects, Newmont Lake is poised to emerge as a key driver of discovery and development in the region.
In a challenging environment for exploration investment, this business combination bolsters the Enduro's balance sheet and provides our shareholders with ownership in two highly promising projects: Burn and October Dome. Together with Newmont Lake, these assets establish a presence in three of British Columbia's most significant copper - gold belts and transforms Enduro into one with year-round exploration opportunities, all while maintaining a strong focus on jurisdiction and commodity."
Benefits of the Proposed Transaction to Commander Shareholders:
Exchange Ratio of 0.535 Enduro Common Shares for each one (1) Commander Common Share, representing a deemed price per Commander Common Shares of
$0.10 and a deemed price per Enduro Common Share of$0.18 7, representing a 30-day VWAP.Represents a premium of
29% to the closing price of the Commander Common Shares on December 4 and a13% premium to the 30-day VWAP of Enduro shares as at December 6, 2024.A combination with Enduro presents an opportunity for Commander shareholders to gain meaningful ownership in a highly prospective exploration package on a larger platform.
Benefits of the Proposed Transaction to Enduro Shareholders:
The Proposed Transaction represents a modest (under
5% ) premium to Commander's cash position of CAD$4.2 million as at September 20, 2024 at a challenging time for raising capital for junior exploration companies.The Proposed Transaction will position Enduro as a multi-asset company with a focus on Cu-Au porphyry exploration in British Columbia. While Newmont Lake will remain the priority, Commander's Burn and October Dome properties will allow for year-round exploration activity and more efficient utilization of the combined groups exploration capability.
The Proposed Transaction will greatly enhance Enduro's management team. Robert Cameron and Steve Wetherup are experienced geoscientists with significant expertise in porphyry systems, particularly in North America, and a track record of partnering with established mining companies on Commander's exploration properties.
Transaction Terms
The Agreement contemplates the Proposed Transaction will be carried out by way of a three-cornered amalgamation under the Business Corporations Act (British Columbia) where Commander will amalgamate with a wholly-owned subsidiary of Enduro, with the shareholders of Commander exchanging their shares for shares of Enduro. 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
Additionally, the Agreement contains customary deal-protection provisions, including a non-solicitation covenant in respect of Commander and a right of Enduro to match any superior proposal as defined and described in the definitive agreement. Under certain circumstances, if the Agreement is terminated, Enduro would be entitled to the payment of a
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.
Non-Arm's Length Parties
David Watkins is a non-arm's length party to the Proposed Transaction by virtue of being a director of each of Enduro and Commander. Mr. Watkins has advised the directors of each of Enduro and Commander of this potential conflict of interest and has abstained from voting on any resolutions pertaining to the Proposed Transaction.
The Proposed Transaction will be exempt from the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (the "Instrument") as there are no "collateral benefits" (as that term is defined under the Instrument) due to any related parties of Commander as a result of the Proposed Transaction.
Property Portfolio of Enduro
Enduro Metals' sole focus is on its Newmont Lake Project; 688 km2 of mineral claims located within the center of northwestern British Columbia's Golden Triangle, a region widely considered to be among the most well-endowed mineral districts in the world. Notable mines/deposits within the general area include Eskay Creek, KSM, Brucejack, Galore Creek, Red Chris, Snip, Schaft Creek, Treaty Creek, Premier, Granduc, and Saddle. The Newmont Lake Property represents one of the largest contiguous landholdings in the Golden Triangle and is considered prospective for several different deposit types. The key areas of focus for Enduro have been the Burgundy Project, an alkalic copper-gold porphyry target, and the McLymont Project, an easily accessible high grade gold project.
The Burgundy Project is a 206 km2 area that Enduro views as being prospective for alkalic copper-gold porphyry deposits similar to Newmont/Teck's Galore Creek Project located approximately 25km to the northwest along the arc-trend, and includes Burgundy Ridge to the south-west and the 72' Zone to the Northeast. Approximately 14,500 metres has been drilled to date at the Burgundy Project, including BRDDH21-001 which returned 331 metres of
The McLymont Project is a 70 km2 area that the Company views as being prospective for high-grade gold deposits of varying styles, associated with the over 20 kilometre long McLymont Fault. The McLymont Fault is a regional-scale geological structure that is the western-bounding normal fault of the Newmont Lake Graben; a geological feature that dominates the center of the whole Newmont Lake Property.
The McLymont Project was the target of most of the historic exploration undertaken on the Newmont Lake Property and includes the NW Zone target which has a historic, non-compliant mineral estimate based on 16,992 metres of diamond drilling completed between 1987-1990 by Gulf Minerals.
Other key targets on the Newmont Lake Property include: North Toe, an early stage Cu-Au porphyry target with encouraging porphyry-style alteration typical of alkalic copper-gold porphyry systems; Chachi, an 8 kilometre-long by 4 kilometre wide area on the eastern side of the Newmont Lake Property where at least three different types of mineralization have been observed, including the largest copper and gold in soil anomaly encountered on the Newmont Lake property to date; and Ken Zone, a topographic high situated due east of Burgundy and north of the NW Zone, which hosts a significant copper and gold bearing magnetite skarn.
Property Portfolio of Commander
Commander has an extensive portfolio of eleven mineral exploration properties across Canada along with a single property in Mexico. The South Voisey's Bay nickel property in Labrador is a joint venture with Fjordland Exploration (
Commander's Burn Property is within the Babine Porphyry belt in north-central British Columbia, an area that is experiencing a revived interest from a number of funded exploration programs by larger mining companies. Exploration by Commander has identified five distinct targets on this large 170 km2 property, of which the largest is referred to as the Charleston zone where first pass drilling in 2022 and 2023 (14 holes, 5,916 metres) has identified two discrete zones referred to as the west gold zone and the central copper-gold zone. Both zones are open to expansion and many surface targets are yet to be drill tested.
The October Dome copper gold property, is located in the "Quesnel Trough" in central B.C. near the town of Likely, some 10 kilometres north of Imperial Metals Corporation's Mt. Polley porphyry copper mine, and 7 km east of the past producing QR gold mine. Historical work by previous operators including drilling and surface work by Commander has outlined a five-kilometre target defined by copper and gold soil geochemistry, induced polarization, magnetic surveys and historical drilling that indicate the presence of two alkalic-style porphyry copper gold systems and a stratabound gold skarn target.
Qualified Persons
Robert Cameron, P. Geo. is a qualified person within the context of National Instrument 43-101, and has read and takes responsibility for the technical aspects of this release in so far as they relate to Commander. Mr. Maurizio Napoli, P. Geo. is a qualified person within the context of National Instrument 43-101, and has read and takes responsibility for the technical aspects of this release in so far as they relate to Enduro.
Loan Agreement
In conjunction with the signing of the Agreement, Commander has agreed to loan Enduro
Full details of the Proposed Transaction and the Loan will be included in a management information circular to be mailed to Commander shareholders and that will be available on SEDAR+.
Board of Directors and Special Committee Recommendations
The Agreement has been unanimously approved by each of the boards of directors of Commander and Enduro (in each case with David Watkins abstaining from voting on the applicable resolutions due to his being a director of both companies) following the unanimous recommendation of their respective special committees of independent directors. Commander's board of directors has unanimously recommended that the Commander's shareholders vote in favour of the Proposed Transaction.
GenCap Mining Advisory Ltd. provided a fairness opinion to the Commander special committee and board of directors, which stated that as of the date of the opinion and based upon and subject to the assumptions, limitations and qualifications set out in such opinion, the consideration to be paid to the Commander shareholders under the Proposed Transaction is fair from a financial point of view.
Advisers and Counsel
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.
Completion of the Proposed Transaction is subject to a number of conditions being satisfied or waived by one or both of Enduro and Commander, including approval of Commander's shareholders together with any requisite disinterested shareholder approvals and acceptance of the TSXV. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Commander and Enduro should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
About Enduro Metals
Enduro Metals is an exploration company focused on its Newmont Lake Project; a total 688km2 property located between Eskay Creek, Snip, and Galore Creek 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, and a large 10km x 4km geochemical anomaly hosting various gold, silver, copper, zinc, nickel, cobalt, and lead mineralization along the newly discovered Chachi Corridor.
About Commander Resources
Commander is a Canadian focused exploration company that has leveraged its success in exploration through a combination of partnerships and sole funded exploration. Commander has a portfolio of base and precious metal projects across Canada including its flagship Burn Project, a newly discovered porphyry copper-gold project in the Babine copper belt of central British Columbia and its October Dome copper and gold porphyry target in central British Columbia and our Sabin VMS project in Ontario.
On Behalf of the Board of Directors of Commander Resources Ltd.
"Robert Cameron"
President and Chief Executive Officer
On Behalf of the Board of Directors of Enduro Metals Corporation
"Cole Evans"
Chief Executive Officer
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 and Commander'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 that they will complete the Proposed Transaction and the Loan, and all other statements that are not historical in nature.
Although Enduro and Commander believe 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 AND COMMANDER 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 AND COMMANDER MAY ELECT TO, NEITHER OF THEM UNDERTAKES TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
For further information please contact:
Ali Wasiliew - Manager of Communications
Tel: + (236) 420-4050
Email: wasiliew@endurometals.com
Email: info@endurometals.com
https://www.endurometals.com
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/233036
FAQ
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