Commerce Resources Corp. Announces Oversubscription of Flow- through Private Placement Adjustment
CW13997893.2
Commerce Resources Corp. Announces Oversubscription of Flow-
through Private Placement Adjustment
August 23, 2019 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H) (the “Company” or
“Commerce”) is pleased to announce that it has over subscribed the non-brokered flow through private
placement (the “Offering”) of units (each, a “Unit” ) at a price of $0.55 per Unit as previously announ ced
by News Release of August 12, 2019 and August 21, 2 019. The Offering was oversubscribed by
$13,750. The total amount of the Offering now cons ists of 752,272 Units for aggregate proceeds of
$413,749.60.
As previously announced, insiders may participate in the Offering.
The aggregate gross proceeds from the sale of the O ffering will be used to advance the developments of
the Company’s Ashram REE Deposit in Quebec.
Each Unit will consist of one common share of the Company issued on a “flow-through” basis pursuant to
the Income Tax Act (Canada) (each, a “ Share ”) and one common share purchase warrant (each, a
“ Warrant ”), with each Warrant entitling the holder to purch ase one Share (on a non-flow-through basis)
at an adjusted price of $0. 75 per Share for a period of one year following the closing of the Offering (the
“ Closing ”).
Finders’ fees may be payable in connection with the Offering in accordance with the policies of the TS X
Venture Exchange (the “ Exchange ”).
All securities issued in connection with the Offeri ng will be subject to a statutory hold period expir ing
four months and one day after closing of the Offeri ng. Completion of the Offering is subject to the
approval of the Exchange. Any participation by insi ders in the Offering will constitute a related part y
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 val uation and minority
shareholder approval requirements of MI 61-101.
About Commerce Resources Corp.
Commerce Resources Corp. is an exploration and deve lopment company with a particular focus on
deposits of rare metals and rare earth elements. Th e 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 we bsite at www.commerceresources.com or email
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
CW13997893.2
“ 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 Stat ements
This news release includes certain “forward-looking statements” under applicable Canadian securities l egislation
that are not historical facts. Forward-looking stat ements involve risks, uncertainties, and other fact ors that could
cause actual results, performance, prospects, and o pportunities to differ materially from those expres sed or implied
by such forward-looking statements. Forward-looking statements in this news release include, but are n ot limited to,
statements with respect to the expectations of mana gement regarding the proposed Offering, the expecta tions of
management regarding the use of proceeds of the Off ering, closing conditions for the Offering, the exp iry of hold
periods for securities distributed pursuant to the Offering, and Exchange approval of the proposed Off ering.
Although the Company believes that the expectations reflected in the forward-looking information are r easonable,
there can be no assurance that such expectations wi ll prove to be correct. Such forward-looking statem ents are
subject to risks and uncertainties that may cause a ctual results, performance or developments to diffe r materially
from those contained in the statements including th at: the Company may not complete the Offering on te rms
favorable to the Company or at all; the Exchange ma y not approve the Offering; the proceeds of the Off ering may
not be used as stated in this news release; the fun ds raised from the sale of the Units may not be ren ounced in favour
of the Unit holders; the Company may be unable to s atisfy all of the conditions to the Closing; and th ose additional
risks set out in the Company’s public documents fil ed on SEDAR at www.sedar.com. Although the Company believes
that the assumptions and factors used in preparing the forward-looking statements are reasonable, undu e reliance
should not be placed on these statements, which onl y apply as of the date of this news release, and no assurance can
be given that such events will occur in the disclos ed time frames or at all. Except where required by law, the
Company disclaims any intention or obligation to up date or revise any forward-looking statement, wheth er as a
result of new information, future events, or otherwise.