Commerce Resources Announces Proposed Spin-Out of Its Blue River Property and Appointment of New CEO

VANCOUVER, BC / ACCESSWIRE / June 22, 2023 / Commerce Resources Corp. (TSXv:CCE, FSE:D7H0, OTCQX:CMRZF) (the "Company" or "Commerce") is pleased to announce its intention carry out a strategic reorganization of its assets through which the Company would spin-out its Blue River property, located in British Columbia, (the "Blue River Property") into a newly created entity ("SpinCo"), which would seek an independent listing on the Canadian Securities Exchange (the "Spinout"). As a result of the Spinout, SpinCo would be entirely focused on the development and commercialization of the Blue River Property, and the Company would be entirely focused on its Ashram Property located in Quebec.

It is anticipated that the Spinout would be carried out by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "BCBCA"). Under the terms of the Spinout, shareholders of the Company would receive common shares of SpinCo in relation to the number of common shares of the Company that they hold, as of the effective date of the Spinout. There would be no change in shareholders' holdings in the Company as a result of the Spinout.

In connection with the Spinout, it is expected that SpinCo will complete one or more private placement offerings (each, a "Financing") on terms to be determined, the net proceeds of which would be used to fund, among other things, the working capital and research and development needs of SpinCo.

Completion of the Spinout will be subject to approval of the TSX Venture Exchange and the Supreme Court of British Columbia, as well as approval of the shareholders of the Company at a special meeting of the Company.

Further details of the Spinout will be announced in the near future. Shareholders are cautioned that the final details of the Spinout are still to be determined and there is no certainty that the Spinout will be completed on the terms currently proposed or at all.

Appointment of Chief Executive Officer

Further, the Company announces that David Hodge has resigned as CEO of the Company and that has appointed its President, Chris Grove, as CEO in place of Mr. Hodge. Mr. Grove has been President of the Company since September 2014 and a director of the Company since November 2012.

Company President and CEO, Chris Grove states "It is my pleasure to assume this role with Commerce Resources, as we continue to advance both our Ashram REE/ Fluorspar Deposit, in Quebec and our Blue River project here in British Columbia. As an early investor in Commerce Resources, I have never been more excited about the opportunities we have with our projects as we have today, and I look forward to the future developments for both."