Commerce Resources Corp. Announces $2,000,000 Private Placement
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Commerce Resources Corp. Announces $2,000,000 Private Placement
August 16, 2022 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H0) (the “Company” or
“Commerce”) is pleased to announce a non-brokered private placement offering consisting of the
issuance of up to 12,500,000 units (each, a “Unit”) at a price of $0.16 per Unit for gross proceeds
of up to $2,000,000 (the “Offering”). Each Unit will consist 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 fo r a period of
three (3) years from closing of the Offering (the “ Closing”). Insiders may participate in the
Offering.
A portion or all of the Offering may be completed pursuant to Multilateral Notice 45 -313 –
Prospectus Exemption for Distributions to Exis ting Security Holders and the corresponding
blanket orders and rules in the participating jurisdictions (the “ Existing Security Holder
Exemption”). The Company has set August 12, 2022 as the record date for the purpose of
determining shareholders entitled to participate in the Offering in reliance on the Existing
Shareholder Exemption. Qualifying shareholders who wish to participate in the Offering should
contact the Company at the cont act information set forth below. In the event that aggregate
subscriptions for Units under the Offering exceed the maximum number of securities to be
distributed, then Units will be sold to qualifying subscribers on a pro rata basis based on the number
of Units subscribed for. In addition to conducting the Offering pursuant to the Existing Shareholder
Exemption, the Offering will also be conducted pursuant to other available prospectus exemptions.
Finders’ fees consisting of cash, securities or a combination thereof may be payable in connection
with the Offering in accordance with the policies of the TSX Venture Exchange (the “Exchange”).
All securities issued in connection with the Offering will be subject to a statutory hold period
expiring four months and one day after closing of the Offering. Completion of the Offering is
subject to the approval of the Exchange. Any participation by insiders in the Offering will
constitute a related party transaction under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions (“MI 61-101”) but is expected to be exempt from the
formal valuation and minority shareholder approval requirements of MI 61-101.
The net proceeds from the sale o f the Offering will be used to wards continued work on the pre-
feasibility study for the Company’s Ashram REE/ Fluorspar Deposit, the production of
commercially marketable samples of Rare Earth concentrates as requested by industry majors and
for general working capital purposes.
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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 fro m 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 e arth 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 (carbon ates) 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 ear th
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
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: https://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.
Cautionary Statement Regarding Forward-Looking Statements
This news release includes certain “forward -looking statements” under applicable Canadian securities legislation
that are not historical facts. Forward -looking statements involve risks, uncertainties, and other factors that could
cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied
by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to,
statements with respe ct to the expectations of management regarding the proposed Offering, the expectations of
management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold
periods for securities distributed pursuant to the Offering, that Exchange approval is required for the proposed
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Offering, that the Ashram deposit has the potential to become one of t he largest fluorspar deposits and a long-term
supplier to the mixed rare earth carbonate, NdPr oxide, and met-spar and acid-spar markets; and that the Company
is positioning to be one of the lowest cost rare earth element producers globally. Although the Company believes that
the expectations reflected in the forward -looking information are reasonable, there can be no a ssurance that such
expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may
cause actual results, performance or developments to differ materially from those contained in the statements
including that: the Company may not complete the Offering on terms favorable to the Company or at all; the Exchange
may not approve the Offering; th e proceeds of the Offering may not be used as stated in this news release; the
Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out in the
Company’s public documents filed on SEDAR at www.sedar.com. Alth ough the Company believes that the
assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not
be placed on these statements, which only apply as of the date of this news release, and no assurance can be given
that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims
any intention or obligation to update or revise any forward-looking statement, whether as a result of new information,
future events, or otherwise.