CBOA Financial, Inc.

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Ademi LLP is investigating Commerce (OTCPK: CBOF) for possible breaches of fiduciary duty and other violations of law in its transaction with BCTF.

Commerce’s shareholders are expected to receive only 0.24 shares of BCTF common stock for each share of Commerce common stock they own. Based on BCTF's stock price of $11.25 as of market close on April 26, 2023, the price per share for Commerce shareholders would be $2.70, or approximately $28 million in aggregate deal value. The value of the per share consideration received by Commerce shareholders will rise and fall based on the value of BCTF shares. BCTF shareholders will own approximately 65%, and Commerce shareholders will own approximately 35%, of the pro forma company. The transaction agreement unreasonably limits competing bids for Commerce by imposing a significant penalty if Commerce accepts a superior bid. Commerce insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Commerce’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Commerce.