Commerce Resources Corp. (TSX-V: CCE) (FSE: D7H0) is pleased to announce that it has closed its previously announced non-brokered private placement of 28,000,000 flow-through units at a price of $0.18 per FT Unit for aggregate gross proceeds of $5,040,000. Each FT Unit consists of one common share in the capital of the Company and one transferable common share purchase warrant. Each Warrant entitles the holder to acquire one additional non-flow through common share at a price of $0.25 per Warrant Share for a period of 24 months from the closing date. The FT Units were issued pursuant to an arrangement structured by Peartree Securities Inc.

Pursuant to an engagement agreement between the Company and Churchill SIG Pty Ltd. the Company paid cash finder’s fees to Churchill in the amount of approximately $162,890.00 and issued 3,231,945 finder’s warrants to Churchill as consideration for their services in introducing certain investors 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 at a price of $0.20 per Finder’s Warrant Share for a period of two years from the date of issuance of the Finder’s Warrants.

The FT Units, FT 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 FT Shares and Warrants qualify as “flow-through shares” (within the meaning of subsection 66(15) of the Income Tax Act (Canada)). An amount equal to the gross proceeds from the issuance of the FT Units will be used to incur eligible resource exploration expenses that are “Canadian exploration expenses” that qualify as a “flow-through mining expenditure” (as defined in the Tax Act). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units will be incurred by the Company on or before December 31, 2025 and will be renounced by the Company to the initial purchasers of the FT Units with an effective date no later than December 31, 2024. The gross proceeds from the sale of the FT Units will be used by the Company to pay for the upcoming drilling program for the niobium targets on the claims owned by the Company in Nunavik, Quebec.

As a director of the Company is also a director of Churchill, Churchill is a ‘related party’ of the Company within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Churchill received the consideration noted above for its services in connection with the distribution and its participation in the Offering and such transactions constitute a ‘related party transaction’ (as defined in 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

None of the securities sold in connection with the Offering have been or 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.