FruchtExpress Grabher to Make All-Cash Take-Over Bid Directly to Shareholders of Commander Resources Ltd.

VANCOUVER, British Columbia, March 04, 2024 (GLOBE NEWSWIRE) — FruchtExpress Grabher GmbH & Co KG (“FEx“), announced today that it intends to make a formal offer (the “Offer“) to acquire all of the issued and outstanding common shares (“Common Shares“) of Commander Resources Ltd. (TSXV:CMD) (“Commander” or the “Company“), a British Columbia company listed on the TSX Venture Exchange (“TSXV”), for cash consideration of C$0.09 per Common Share (the “Offer Price“). FEx intends to make the Offer directly to all shareholders of Commander so that they can determine the outcome of their investment.

FEx became a shareholder of the Company in 2019. As of the date hereof, FEx controls or directs, directly or indirectly, 7,850,000 Common Shares, representing 19.8% of the issued and outstanding Common Shares.

Felix Grabher, CEO of FEx comments: ”Commander Resources has been an important investment in FEx’ exploration portfolio for many years and we have closely followed and supported the Company’s progress over the last few years. We would therefore like to express our gratitude to Rob and his team and look forward to continuing our professional working relationship.

Commander has some highly prospective projects. Given the current market conditions, we feel it is the right time to take Commander private. Mineral exploration is an essential part of our modern society, even though it is generally very undervalued and underappreciated at present. We will continue to support this fundamentally important sector.”

Financial and Strategic Benefits of the Offer

Shareholders who accept FEx’ Offer of C$0.09 in cash per Common Share will realize a favorable outcome for their investment in Commander. The Offer is definite, direct and provides guaranteed value and a reliable avenue to completion.

FEx believes the significant benefits of the Offer include, among others:

• Attractive cash payment which provides immediate liquidity to holders of thinly-traded Common Shares through a low-risk transaction, despite being made in a very tough market environment.
• Transacting with FEx, a company that has an extensive track record and reputation of completing transactions in various sectors in Europe and Canada.
• Offsetting the risk of downward impact on Common share price. If the Offer is not successful and no alternative transaction is available or is otherwise capable of obtaining the regulatory approvals, FEx believes it is highly likely that the trading price of the Common Shares will decline to lower levels and trade in a way that reflects the inherent volatility of the global capital markets for mineral exploration stocks and the limited liquidity of the Common Shares.
• Facilitate the development of Commander’s assets without requiring substantial debt and/or equity financing to fund a significant capital program, which would be carried out in a market environment that carries material financing risk and would likely result in significant dilution to shareholders – all against a backdrop of significant development and execution risk that necessitates technical expertise.
• Tax-Efficient Structure. FEx is contemplating an acquisition of Common Shares directly from Commander shareholders, which FEx expects will be more tax-efficient for shareholders than a distribution following an asset sale.
• No Financing Condition. FEx has the financial resources necessary to satisfy the Offer in full with cash on hand and does not require external financing.

Background to the Offer

FEx believes that the current public market for exploration companies is very inefficient and does not reflect the development potential of a large number of companies. Therefore, whenever necessary, FEx intends to take appropriate action to protect its own investments, together with all shareholders taking an active approach to business development and return on investment. In this context, the decision in favour of the takeover bid was taken unanimously by the FEx Board of Directors.

FEx recognises the need for a higher level of exploration activity at Commanders’ projects, which includes a very active management of the asset portfolio with a clearly defined process for further development or divestment of projects. Although limited, this will also benefit the overall environment for Canadian exploration assets.

Offer Details

Full details of the Offer will be provided in a formal offer and take-over bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents“) to be filed with Canadian securities regulatory authorities and mailed to Commander shareholders. FEx will request a list of security holders from Commander and expects to mail the Offer Documents as soon as practicable after receipt of such list. The Offer will be open for acceptance for a period of 105 days following formal commencement, unless the Offer is extended, accelerated or withdrawn in accordance with its terms.

Full details of the Offer will be provided in the Offer Documents to be filed with Canadian securities regulatory authorities and mailed to Commander shareholders. This news release is not a substitute for the Offer Documents. The Offer Documents are not currently available but, once they are made available, will contain important information relating to the Offer, FEx and Commander and should be reviewed carefully.

Holders of Common Shares should consult their own tax advisors having regard to their own particular circumstances to determine the particular tax consequences to them of a disposition of Common Shares pursuant to the Offer, a compulsory acquisition or subsequent acquisition transaction.

Readers are cautioned that FEx may determine not to make or proceed with the Offer and there can be no assurance that the Offer will be made or that the final terms of the Offer will be as described in this news release.

About FEx

FEx is one of the largest privately owned food wholesalers in Central Europe. FEx’ Treasury Unit/Family Office invests in various sectors such as infrastructure, energy and commodities, including shares in mineral exploration companies with projects in North America and Europe. We favour an active approach as a shareholder and support companies at various stages of development. For additional information on FEx, please visit its website at https://www.fruchtexpress.at/

Caution Regarding Forward-Looking Statements

This news release contains “forward looking information”. Forward-looking information is not based on historical facts, but rather on current expectations and projections about future events, and is therefore subject to risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking information. Often, but not always, forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “intends”, “seeks”, “anticipates”, “believes”, or variations of such words, and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information contained in this news release includes, but is not limited to, statements regarding FEx’ intention to make the Offer and the proposed terms and conditions of the Offer, including the price of the Offer, the timing of the Offer, the conditions of the Offer, the acceptance period of the Offer and other details of the Offer; FEx’ intention to request a list of security holders from Commander and its expectation to mail the Offer Documents as soon as practicable after receipt of such list; information concerning FEx’ plans for Commander in the event the Offer is successful; the satisfaction or waiver of the conditions to consummate the Offer; benefits of the Offer; the likelihood that the price of the Common Shares will decline back to pre-Offer levels if the Offer is not successful; the tax treatment of the Offer for shareholders, including the tax-efficiency of an acquisition of Common Shares; intentions to delist the Common Shares and to cause Commander to cease to be a reporting issuer if permitted under applicable law; expectations regarding Commander’s plans and the financing and capital program required to execute such plan; and the completion of a compulsory acquisition or a subsequent acquisition transaction.

Although FEx believes that the expectations reflected in such forward-looking information are reasonable, such statements involve risks and uncertainties and have been based on information and assumptions that may prove to be inaccurate, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking information and such factors and assumptions are based on information currently available to FEx, and actual results may differ materially from those expressed or implied in such statements. In addition, information used in developing forward- looking information has been obtained from various sources, including third parties and regulatory or governmental authorities. Important factors that could cause actual results, performance or achievements of Fx or the completion of the Offer to differ materially from any future results, performance or achievements expressed or implied by such forward- looking information include, without limitation: the ultimate outcome of any possible transaction between FEx and Commander, including the possibility that Commander will or will not accept a transaction with FEx; actions taken by Commander; actions taken by security holders of Commander in respect of the Offer; that the conditions of the Offer may not be satisfied or waived by the Offeror at the expiry of the Offer period; the outcome of the Sale Process; that none of the Offer, any compulsory acquisition or subsequent acquisition transaction is subject to any regulatory approvals and the ability to obtain regulatory approvals (if any) and meet other closing conditions to any possible transaction, including any necessary shareholder approvals; any changes in general economic, market and/or industry-specific conditions, including in interest rates, currency exchange rates or commodity prices; industry risk; Commander’s structure and its tax characteristics; and that there are no inaccuracies or material omissions in Commander’s publicly available information.

Forward-looking information in this news release is based on FEx’ beliefs and opinions at the time the information is given, and there should be no expectation that this forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and FEx expressly disclaims any obligation to do so except as required by applicable law.

Disclaimers

This news release is for informational purposes only and does not constitute an offer to buy or sell, or a solicitation of an offer to buy or sell, any securities. The Offer will be made solely by, and subject to the terms and conditions set out in, the formal offer and take-over bid circular, letter of transmittal and notice of guaranteed delivery. The Offer will not be made to, nor will deposits be accepted from or on behalf of, shareholders in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of such jurisdiction.

The Offer will be made for the securities of a Canadian company that does not have securities registered under section 12 of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Accordingly, the Offer is not subject to section 14(d) of the U.S. Exchange Act or Regulation 14D or Rule 14e-1 of Regulation 14E. The Offer will be made in the United States with respect to securities of a “foreign private issuer”, as such term is defined in Rule 3b-4 under the U.S. Exchange Act, in accordance with Canadian corporate and securities law requirements. Holders of Common Shares in the United States should be aware that such requirements are different from those of the United States applicable to tender offers under the U.S. Exchange Act and the rules and regulations promulgated thereunder.

The Offer and all contracts resulting from acceptance thereof will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

For further information:

Felix Grabher
Email: commander@fruchtexpress.at