Commerce Resources Corp. Announces Private Placement to Raise Gross Proceeds of up to $4,800,000 - Seite 2

Subject to completion of the Offering, and continuing until the date that is one (1) year after completion of the Offering, Churchill shall have the right to nominate up to two (2) persons to the board of directors of the Company.

The Offering will be conducted pursuant to one or more prospectus exemptions available to the Company, including, without limitation, the "accredited investor" exemption set out in Section 2.3 of National Instrument 45-106 - Prospectus Exemptions and the prospectus exemption set out in BC Instrument 72-503 - Distribution of Securities Outside British Columbia.

In addition to the fee payable to Churchill in connection with the Churchill Portion of the Offering, the Company may pay finders' fees consisting of cash, securities or a combination thereof to other parties in connection with the portion of the Offering that is not the Churchill Portion, all in accordance with the policies of the TSX Venture Exchange (the "Exchange").

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. The Company and any subscribers may enter into a voluntary escrow agreement whereby any Shares or Warrant Shares issued under the Offering shall be deposited into escrow and release on the date that is one (1) year after the date that the Units are issued. Completion of the Offering, as well as the Term Sheet, payment of the Cash Fee and issuance of the Finder's Warrants, is subject to the approval of the Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The net proceeds from the sale of the Offering will be used towards the completion of a resource update and an updated Preliminary Economic Assessment for the Company's Ashram REE/ Fluorspar Deposit, as well as the production of commercially marketable samples of Rare Earth concentrates as requested by industry majors, for general working capital and to progress towards a listing on the Australian Stock Exchange.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.