Commerce Resources Corp. Announces Extension to Private Placement of up to 16,000,000 Units to Raise Gross Proceeds of up to $2,016,000
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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Commerce Resources Corp. Announces Extension to Private Placement of up to
16,000,000 Units to Raise Gross Proceeds of up to $2,016,000
July 25, 2024 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H0) (the “ Company” or
“Commerce”) announces that it has requested and has received acceptance from the TSX Venture
Exchange (the “ Exchange”) to extend the deadline to complete its previously announced non-
brokered private placement offering of up to 16,000,000 units (each, a “Unit”) at a price of $0.126
per Unit for gross proceeds of up to $2,016,000 (the “ Offering”). The Offering was announced
on June 12, 2024 , and t he deadline to complete the Offering is August 26, 2024 . The previous
deadline was July 27, 2024.
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 for a period of two (2) years from closing of the Offering
(the “Closing”).
Pursuant to a binding engagement agreement (“Term Sheet”) entered into between Commerce
and Churchill SIG Pty Ltd. (“ Churchill”), Churchill will act as exclusive lead manager for the
Offering, for a term of up to three (3) months, to introduce (the “Services”) potential qualified
subscribers to the Company in connection with a portion of the Offering (the “ Churchill
Portion”). Churchill will not provide the Services in Canada or for the benefit of Canadian
residents, and any potential subscribers introduced by Churchill will not be residents of Canada.
As consideration for the Services, and upon completion of the Offering, the Company has agreed
to pay Churchill a cash fee (the “Cash Fee”) equal to 5% of the amount raised under the Offering
from persons introduced by Churchill, and to issue such number of non-transferable share purchase
warrants (the “Finder’s Warrants ”) that equals 1 2.5% of the total number of Units issued to
persons introduced by Churchill under the Offering. Each Finder’s Warrant will entitle the holder
to acquire one additional common share (a “ Finder’s Warrant Share”) in the capital of the
Company at a price of $0.20 per Finder’s Warrant Share for a period of two (2) years from the date
of issuance of the Finder’s Warrants. The Company has also agreed to pay Churchill’s reasonable
fees and expenses in connection with the Services, up to $10,000. Churchill shall have a right of
first refusal to act as lead manager in connection with any other equity offerings undertaken by the
Company within a 12 -month period following completion of the Offering. The Units, Shares,
Warrants, Warrant Shares, Finder’s Warrants and Finder’s Warrant Shares are collectively referred
to herein as the “Securities”.
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The Offering will be conducted pursuant to one or more prospectus exemptions available to the
Company, including, without limitation, the “accredited investor” exemption set out in Section 2.3
of National Instrument 45-106 – Prospectus Exemptions and the prospectus exemption set out in
BC Instrument 72-503 – Distribution of Securities Outside British Columbia.
In addition to the fee payable to Churchill in connection with any persons introduced by Churchill,
the Company may pay finders’ fees consisting of cash, securities or a combination thereof to other
parties in connection with the persons introduced to Commerce by such other parties, all 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.
The net proceeds from the sale of the Offering will be used to wards completion of the updated
PEA for the Ashram REE/ Fluorspar Deposit and general working capital.
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 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.
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“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.
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 Services to be pr ovided by Churchill, 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 Offering, that the Ashram deposit has the potential to become one of the 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
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 Company may not complete the Offering on terms favorable to the Company or at
all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news
release; the Company may be unable to satisfy all of the conditio ns to the Closing; and those additional risks set out
in the Company’s public documents filed on SEDAR at www.sedar.com. Although 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.