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Commerce Resources Completes Sale of Blue River Property

Mergers & Acquisitions

Commerce Resources Completes Sale of Blue River Property

June 17, 2024 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H0, OTCQX: CMRZF) (the

“Company” or “Commerce”) is pleased to announce, further to its news release dated May

21, 2024, that it has completed the sale of its interest in certain mineral claims comprising

the “Blue River” property (the “ Blue River Claims”) located near Blue River, British

Columbia and certain real property owned by the Company also located in Blue River, B.C.

(together with the Blue River Claims, the “ Blue River Assets”)., to an arm’s length private

company (the “ Purchaser”) pursuant to a property purchase agreement entered into

between the Company and the Purchaser (the “Purchase Agreement”).

Pursuant to the Purchase Agreement, as consideration for the Blue River Assets, the

Company received 20,000,000 shares in the capital of the Purchaser at a deemed price of

$0.05 per share (the “Blue River Shares”). It is the Company’s current intention to distribute

the Blue River Shares to its shareholders on a pro rata basis at a later date. Any disposition

of the Blue River Shares will, if undertaken, be conducted in compliance with applicable

corporate and securities laws, and the policies of the TSX Venture Exchange.

For additional information regarding this transaction, please see the Company’s news

release dated May 21, 2024 as filed under the Company’s profile on SEDAR+ at

www.sedarplus.ca.

About Commerce Resources Corp.

Commerce Resources Corp. is a junior mineral resource company focused on the

development of the Ash ram 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 g rade, 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.

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

or email [email protected].

On Behalf of the Board of Directors

COMMERCE RESOURCES CORP.

“Chris Grove”

Chris Grove

President and Director

Tel: 604.484.2700

Email: [email protected]

Web: http://www.commerceresources.com

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 that the Company may

distribute the Blue River Shares to shareholders on a pro rata basis; that the Ashram Deposit has the

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

positioning to be one of the lowest cost rare earth producers globally. 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 statements from c oming to fruition include: that the Company

may not distribute the Blue River Shares as anticipated or that such a disposition may not be

approved by applicable regulators; that we may not be able to fully finance any additional exploration

on the Ashram project; that even if we are able raise capital, costs for exploration activities may

increase such that we may not have sufficient funds to pay for such exploration or processing

activities; the timing and content of any future work programs; geological interpre tations based on

drilling that may change with more detailed information; 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 successful and even if such tests are successful, the economic and other outcomes may not

be as expected; the availability of labour and equipment to undertake future exploration work and

testing activities; the required permits to build and operate the envisaged open -pit shell may not be

obtained in a timely or cost -effective manner, or at all; and despite the current expected viability of

the Ashram project, conditions changing such that even i f 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 the 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.