Commerce Resources Incorporates Capacitor Metals Corp. for its Blue River Property

VANCOUVER, BC / ACCESSWIRE / July 12, 2023 / Commerce Resources Corp. (TSXv:CCE)(FSE:D7H0)(OTCQX:CMRZF) (the "Company" or "Commerce") is pleased to announce that, further to its news of June 22, 2023, and its intention to spin-out (the "Spinout") its Blue River property (the "Blue River Property") it has incorporated Capacitor Metals Corp., a British Columbia company which is currently a wholly-owned subsidiary of Commerce.

Capacitor Metals Corp. will ultimately hold all the British Columbia claims comprising the Blue River Property owned by the Company, including the advanced Upper Fir Tantalum and Niobium Deposit, for which a Preliminary Economic Assessment (Amec, Foster, Wheeler) was completed and published in 2011, and an updated resource was released in June 2013.

Following the completion of a new 43-101 technical report on the Blue River Property, an information circular will be prepared and filed by the Company in connection with a meeting of shareholders, and a record date will be announced for the meeting.

As previously indicated in the Company's news release dated June 22, 2023, 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 Capacitor Metals Corp. in relation to the number of common shares of the Company that they hold. 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 Capacitor Metals Corp. will complete one or more private placement offerings (each, a "Financing") on terms to be determined by Capacitor Metals Corp, the net proceeds of which would be used to fund, among other things, the working capital and research and development needs of Capacitor Metals Corp.

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.

About Commerce Resources Corp.

Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. The Company is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (>45% REO) mineral concentrates at high recovery (>70%) in line with active global producers. In addition to being one of the largest rare earth deposits globally, Ashram is also one of the largest fluorspar deposits globally and has the potential to be a long-term supplier to the met-spar and acid-spar markets.