Commerce Resources Corp. Announces Closing of Over-Subscribed Private Placement of Units to Raise Gross Proceeds of $5,453,980
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Commerce Resources Corp. Announces Closing of Over-Subscribed Private
Placement of Units to Raise Gross Proceeds of $5,453,980
October 30, 2023 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H0) (the “Company”
or “Commerce”) is pleased to announce that it has closed its previously announced non-brokered
private placement (the “ Offering”), 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 (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each
Warrant entitles the holder to acquire one additional Share (each, a “Warrant Share”) at a price
of $0.12 per Warrant Share for a period of three (3) years from the closing date.
The Company paid cash finder’s fee s as follows: $3,448 to Canaccord Genuity Corp.
(“Canaccord”), $4,396 to PI Financial Corp. (“ PI”), $132,000 to Churchill SIG Pty Ltd.
(“Churchill”), $6,160 to EDE Asset Management Inc. (“EDE”), $2,800 to Glores Securities Inc.
(“Glores”) and $840 to Haywood Securities Inc. (“ Haywood, and together with Canaccord, PI,
Churchill, EDE and Glores, the “ Finders”). 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 P reliminary 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
("MI 61 -101"), 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 tonna ge 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.
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
CEO, 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.
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, perf ormance, 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 respect to the expectations of m anagement regarding the use of proceeds of the Offering, the expiry
of hold periods for securities distributed pursuant to the Offering, that Exchange approval is required for the proposed
Offering, that the Company will complete an updated preliminary economic assessment; that the Company will obtain
a listing on an Australian stock exchange; that the Ashram deposit has the potential to become one of the largest
fluorspar deposits and a long-term supplier to the met -spar and acid-spar markets; that the Company is positioning
to be a long -term supplier of mixed rare earth carbonate and /or NdPr oxide to the global market; 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 assurance
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 proceeds of the Offering may not be used as stated in this news release and those additional risks
set out in the Company’s public documents filed on SEDAR at www.sedar.com. Although the C ompany 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.