Commerce Resources Corp. Announces Closing of Over-Subscribed Private Placement of Units to Raise Gross Proceeds of $5,453,980 - Seite 2

The net proceeds from the sale of the Offering will be used for continued work on a new mineral resource estimate, an updated Preliminary Economic Assessment, to seek a listing on the Australian Stock Exchange and for general working capital purposes.

An insider of the Company subscribed for a total of 3,000,000 Units under the Offering. The acquisition by the insider constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which requires that the Company obtain a formal valuation for, and minority shareholder approval of, the related party transaction, unless exempt therefrom. The Company intends to rely on the exemptions set out in subsections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements as the fair market value of the consideration for the Shares issued to "related parties" is not more than 25% of the Company's market capitalization.

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.

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.