FruchtExpress Grabher Launches All-Cash Take-Over Bid for Commander Resources, Invites Shareholders to Tender to the Bid

• Commander shareholders to receive C$0.09 in cash per Common Share
• Offer represents a 64% premium to the closing price, or a 53% premium to the 20-day volume-weighted average price, prior to FruchtExpress' takeover proposal announcement
• All-cash offer provides full and certain value and liquidity for all shareholders
• Visit www.CMDoffer.com or contact Kingsdale Advisors, the Information Agent and Depositary, for more information

Vancouver, British Columbia--(Newsfile Corp. - May 23, 2024) - FruchtExpress Grabher GmbH & Co KG ("FEx"), announced today that, further to its press release of March 4, 2024, it has formally commenced its 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"). Full details of the Offer are now available in the take-over bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") filed with the Canadian securities regulatory authorities and mailed to Commander shareholders, which FEx encourages Commander shareholders to read.

Commander shareholders can also visit www.CMDoffer.com and www.sedarplus.ca to access the Offer Documents.

FEx became a shareholder of the Company in 2019 and as of the date hereof beneficially owns or controls, directly or indirectly, 8,600,000 Common Shares, representing 19.5% of the issued and outstanding Common Shares.

FEx sees a need for a higher level of exploration activity at Commander's projects, including a very active management of the asset portfolio with a clearly defined – and well-communicated – strategy for project development or divestment.

Felix Grabher, CEO of FEx comments: "After several weeks of communication with management and hearing feedback from other shareholders, we are now formally commencing the take-over offer. The current public market for Commander as a junior exploration company remains very ineffective and we have not seen any attractive alternatives to advance Commander at its current stage. However, we want to maintain open lines of communication with Commander's management and proceed in a way that benefits all shareholders."

REASONS TO TENDER

Commander shareholders should accept the Offer for the following reasons:

• Definite and Reliable: The Offer is definite, direct and provides guaranteed value and a reliable avenue to completion.

• Significant Premium: A 64% premium to the closing price, or 53% premium to the 20-day volume-weighted average price, of the Common Shares on the last trading day prior to FEx' March 4, 2024 announcement to acquire all issued and outstanding Common Shares. The last time Common Shares closed at C$0.09 before the announcement was in August 2023.

• Liquidity and Certainty of Value: 100% liquidity and certainty of value with no financing requirement. FEx provides secure exit liquidity for all shareholders in a challenging public market with extremely low trading volumes and erratic share price movements. FEx has the financial resources necessary to satisfy the Offer in full with cash on hand and does not require external financing.

• FEx Reputation and Track-record: Shareholders will be transacting with FEx, Commander's largest shareholder and a company that has an extensive track record and reputation of completing transactions in various sectors in Europe and Canada.

• Offset Risk of Downward Impact on 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.

• 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.

The Offer is conditional, among other things, upon: (1) more than 50% of the outstanding Common Shares; and (2) at least two-thirds of the outstanding Common Shares on a fully-diluted basis, excluding those owned or controlled by the FEx or persons acting in concert with FEx, having been validly deposited under the Offer on or before 5:00 p.m. (Toronto time) on September 6, 2024 (the "Expiry Time").

Registered shareholders can accept the Offer by delivering their share certificate(s) or the DRS Statement(s), Letter of Transmittal and other required documents to Kingsdale Advisors' offices in Toronto, Ontario on or before the Expiry Time. Alternatively, shareholders may accept the Offer by following the procedures for book-entry transfer of Common Shares or guaranteed delivery using the Notice of Guaranteed Delivery. Shareholders whose Common Shares are registered in the name of an investment advisor, stock broker, bank, trust company or other intermediary should immediately contact that intermediary for assistance if they wish to accept the Offer so that the necessary steps can be taken to enable the deposit of their Common Shares under the Offer.

All cash payments under the Offer will be made in Canadian dollars.

For assistance or to ask any questions, shareholders can visit www.CMDoffer.com or contact Kingsdale Advisors, the Information Agent and Depositary in connection with the Offer, within North America toll-free at 1-877-659-1821, call or text and outside North America at 1-437-561-5039 or by e-mail at contactus@kingsdaleadvisors.com.

Advisors

The Company has engaged Gowling WLG (Canada) LLP as its Canadian legal advisor and Kingsdale Advisors as its Information Agent, Depositary and strategic shareholder and communications advisor.

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' expectation to mail the Offer Documents as soon as practicable 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 FEx 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 FEx at the expiry of the Offer period; 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

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210249