Commerce Resources Corp. Closes Private Placement of 16,000,000 Units and Raises Gross Proceeds of $2,016,000

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VANCOUVER, BC / ACCESSWIRE / August 13, 2024 / 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 offering of 16,000,000 units (each, a "Unit") at a price of $0.126 per Unit for gross proceeds of up to $2,016,000 (the "Offering"). Each Unit consists of one common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to purchase one Share at a price of $0.25 per Share for a period of two (2) years from closing of the Offering (the "Closing").

Pursuant to an engagement agreement (the "Term Sheet") between the Company and Churchill SIG Pty Ltd. ("Churchill"), the Company paid cash finder's fees to Churchill in the amount of approximately $70,235 (the "Cash Fee") and issued 1,393,551 finder's warrants (each, a "Finder's Warrant") to Churchill as consideration for their services in introducing certain non-Canadian resident investors to the Company who acquired securities in connection with the distribution. Each Finder's Warrant entitles Churchill to acquire one additional common share in the capital of the Company (a "Finder's Warrant Share") at a price of $0.20 per Finder's Warrant Share for a period of two (2) years from the date of issuance of the Finder's Warrants.

The Units, Shares, Warrants, Warrant Shares, Finder's Warrants and Finder's Warrant Shares are subject to a statutory hold period expiring four months and one day after closing of the Offering.

The net proceeds from the sale of the Offering will be used towards completion of the updated PEA for the Ashram REE/ Fluorspar Deposit and general working capital.

Certain directors, officers and other insiders of the Company acquired securities pursuant to and in connection with the Offering. Such transactions constitute "related party transactions" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). These transactions are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration paid to the related party did not exceed 25% of the Company's market capitalization.