Commerce Resources Corp. (TSX-V: CCE) (FSE: D7H0) is pleased to announce that it has closed its previously announced non-brokered private placement 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 and one common share purchase warrant. Each Warrant entitles the holder to acquire one additional Share at a price of $0.12 per Warrant Share for a period of three years from the closing date.

The Company paid cash finder’s fees as follows: $3,448 to Canaccord Genuity Corp. $4,396 to PI Financial Corp. $132,000 to Churchill SIG Pty Ltd. $6,160 to EDE Asset Management Inc. $2,800 to Glores Securities Inc. and $840 to Haywood Securities Inc. 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.

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 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.