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MRZL.V ·

Commerce Announces Grant of Performance Share Units

Share Capital & Compensation

26273731.2

Commerce Announces Grant of Performance

Share Units

VANCOUVER, BRITISH COLUMBIA – January 6, 2025 – Commerce Resources Corp.

(TSXv: CCE, FSE: D7H0, OTCQX: CMRZF) (the “Company” or “Commerce”) announces that

it has granted 9,000,000 performance share units (the “PSUs”) to Ross Carroll, Chief Executive

Officer and a director of the Company, in accordance to its Equity Incentive Plan (the “Plan”).

The PSUs will commence vesting one year after the date of grant upon successful completion of

specific performance criteria provided that Mr. Carroll is a director or executive officer of the

Company. Each vested PSU represents the right to receive one common share in the capital of the

Company. Following the grant, there are 9,000,000 PSUs outstanding under the Plan.

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 within their Eldor Property, in northern

Quebec, Canada. The Ashram Deposit is characterized by simple rare eart h (monazite,

bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at

favourable grade, and has demonstrated the production of high -grade (more than 30 – 45%

TREO) mineral concentrates at high recovery (more than 60 – 75%) in line with active global

producers.

The Ashram Deposit also has a fluorspar component which makes it one of the largest potential

sources of fluorspar in the world and could be a long-term supplier to the met-spar and acid-spar

markets. 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.

Additionally, Commerce is committed to exploring the potential of other high -value commodities

on the Property such as niobium and phosphate minerals, which may help advance Ashram by

reducing costs through shared development.

For more information, please visit the corporate website at www.commerceresources.com or email

[email protected].

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On Behalf of the Board of Directors

COMMERCE RESOURCES CORP.

Ross Carroll

CEO and President

Phone: 604.484.2700

Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

FORWARD LOOKING STATEMENTS

This news release contains forward -looking statements, which includes any information about activities, events or

developments that the Company believes, expects or anticipates will or may occur in the future. Forward looking

statements in this news release include ; the vesting date and conditions respecting PSUs granted to Mr. Carroll; that

Ashram’s fluorspar component makes it one of the largest potential sources of fluorspar in the world; that the Ashram

deposit could be a long -term supplier to the met -spar and acid -spar markets; that the Company is positioning to be

one of the lowest cost rare earth element producers globally, with a focus on b eing a long -term global supplier of

mixed rare earth carbonate and/or NdPr oxide; and that the Company may explore the potential of other high -value

commodities on the Ashram Property. These forward -looking statements are subject to a variety of risks and

uncertainties and other factors that could cause actual events or results to differ materially from those projected in the

forward-looking information. Risks that could change or prevent these events, activities or developments from coming

to fruition incl ude: that the Company may not be able to fully finance any additional exploration on the Ashram

Project; that even if the Company is able raise capital, costs for exploration activities may increase such that the

Company may not have sufficient funds to pay for such exploration or processing activities; the timing and content of

the proposed drill program and any future work programs may not be completed as proposed or at all; geological

interpretations based on drilling that may change with more detailed i nformation; potential process methods and

mineral recoveries assumptions based on limited test work and by comparison to what are considered analogous

deposits that, with further test work, may not be comparable; testing of our process may not prove succes sful or

samples derived from the Ashram Project may not yield positive results, and even if such tests are successful or initial

sample results are positive, the economic and other outcomes may not be as expected; the anticipated market demand

for rare ear th elements and other minerals may not be as expected; the availability of labour and equipment to

undertake future exploration work and testing activities; geopolitical risks which may result in market and economic

instability; and despite the current exp ected viability of the Ashram Project, conditions changing such that even if

metals or minerals are discovered on the Ashram Project, the project may not be commercially viable. The forward -

looking statements contained in this news release are made as of t he date hereof and the Company assumes no

responsibility to update or revise such information to reflect new events or circumstances, except as required by law .