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

May 28, 2024 Download PDF

VANCOUVER, BC – The Special Committee (the “Special Committee”) of the Board of Directors of Commander Resources Ltd. ("Commander" or the “Company”) (CMD: TSX-V) 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

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.