Commerce Resources Corp. Announces Closing of Over-Subscribed Private Placement of Units to Raise Gross Proceeds of $5,453,980

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VANCOUVER, BC / ACCESSWIRE / October 30, 2023 / Commerce Resources Corp. (TSXV:CCE)(FSE:D7H0) (the "Company" or "Commerce") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering"), as described in its news release dated September 18, 2023. The Offering was over-subscribed, and the Company has received subscription agreements and subscription funds from subscribers to acquire 68,174,150 Units at a price of $0.08 per Unit for gross proceeds of $5,453,980. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share (each, a "Warrant Share") at a price of $0.12 per Warrant Share for a period of three (3) years from the closing date. The Company paid cash finder's fees as follows: $3,448 to Canaccord Genuity Corp.

("Canaccord"), $4,396 to PI Financial Corp. ("PI"), $132,000 to Churchill SIG Pty Ltd. ("Churchill"), $6,160 to EDE Asset Management Inc. ("EDE"), $2,800 to Glores Securities Inc. ("Glores") and $840 to Haywood Securities Inc. ("Haywood, and together with Canaccord, PI, Churchill, EDE and Glores, the "Finders"). In addition, the Company issued 5,600 finder's warrants to Canaccord, 54,950 finder's warrants to PI, 4,950,000 finder's warrants to Churchill, 6,160 finder's warrant to EDE, 35,000 finder's warrants to Glores and 10,500 finder's warrants to Haywood. The finder's warrants issued to Churchill entitle the holder to acquire one common share per finder's warrant at a price of $0.08 per share for a period of two years from the date of issuance. The finder's warrants issued to Canaccord, PI, Glores, EDE and Haywood entitle the holder to acquire one common share per finder's warrant at a price of $0.12 per share for a period of 36 months from the date of issuance.

The Units, Warrants, Shares and Warrant Shares, and the finder's warrants issued to the Finders and any common shares issued upon the exercise thereof, will be subject to a statutory hold period expiring four months and one day after closing of the Offering. In addition, and pursuant to the terms of the subscription agreements entered into between the Company and the subscribers who participated in the Offering, the Shares issued to any such subscriber as part of the Units, and any Warrant Shares that may be issuable to such subscriber upon exercise of the Warrants, are subject to a voluntary hold period of 12 months from the date of issuance.