MRZL.V · 2020-05-05 12:00:00

Commerce Resources Corp. Announces Closing of Private Placement

Financings

CW15007000.1

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR

DISSEMINATION IN THE UNITED STATES

Commerce Resources Corp. Announces Closing of Private

Placement

May 5, 2020 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H) (the “ Company” or

“Commerce”) announces that it has completed its previously announced non -brokered private

placement (the “Offering”), as described in its News Release dated April 17, 2020, pursuant to

which it has issued an aggregate of 2,727,271 units (each, a “Unit”) at a price of $0.11 per Unit

for gross proceeds of $299,999.81. 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 is exercisable into one additional Share at a price of $0.15 per Share for a period of five

years from the closing date.

The Company paid cash finder’s fees of $583.81 and issued 2,871 finder’s warrants (each,

a “Finder’s Warrant”) to certain finders in connection with the Offering. The Finder’s Warrants

have the same terms and conditions as the Warrants.

The aggregate gross proceeds from the sale of the Offering will be used to advance the

developments of the Company’s Ashram REE Deposit in Quebec and for working capital.

The securities issued under the Offering, and the shares that may be issuable on exercise of the

Warrants, are subject to a statutory hold period expiring four months and one day from the date

of closing.

None of the securities sold in connection with the Offe ring 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 shal l 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 an exploration and development company with a particular focus

on deposits of rare metals and rare earth elements. The Company is focused on the

development of its Ashram Rare Earth Element Deposit in Quebec and the Upper Fir Tantalum-

Niobium Deposit in British Columbia.

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

CW15007000.1

On Behalf of the Board of Directors

COMMERCE RESOURCES CORP.

“Chris Grove”

Chris Grove

President and Director

Tel: 604.484.2700

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.