MRZL.V · 2017-05-29 12:00:00

Commerce Resources Corp. Closes Private Placement

Financings

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NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERV ICES OR FOR RELEASE, PUBLICATION,

DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE

UNITED STATES.

May 29, 2017 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H) (the “ Company ”) is pleased

to announce that it has completed the non-brokered private placement financing

(the “Offering ”) described in its News Release of April 21, 2017. In connection with the closing,

the Company sold an aggregate of 15,710,508 units (each, a “ Unit ”) at a price of $0.06 per Unit,

for gross proceeds of $942,630.48. Each Unit consi sts of one common share of the Company

(each, a “ Share ”) and one share purchase warrant (each, a “ Warrant ”). One Warrant entitles

the holder thereof to purchase one additional Share of the Company at a price of $0.075 per

Share in the first year after issuance and at $0.10 per Share in the second year after issuance.

The proceeds of the Financing will be used for working capital.

The Company paid cash finders fees of $1,917.72 and issued 31,962 share purchase warrants

(the “ Finder’s Warrants ”) to one finder in connection with certain subscri ptions in the Offering.

The Finder’s Warrants have the same terms as the Warrants.

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

Warrants and the Finder’s Warrants, are subject to a statutory hold period expiring on

September 27, 2017.

None of the securities issued in connection with th e financing will be registered under the

United States Securities Act of 1933, as amended (t he “ 1933 Act ”), and none of them may be

offered or sold in the United States absent registr ation or an applicable exemption from the

registration requirements of the 1933 Act. This new s release shall not constitute an offer to sell

or a solicitation of an offer to buy nor shall there be any sale of the securities in any state where

such offer, solicitation, or sale would be unlawful.

About Commerce Resources Corp.

Commerce 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 Blue River Tantalum-Niobium Deposit in

British Columbia.

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For more information on Commerce Resources Corp., v isit the corporate website at

http://www.commerceresources.com or email [email protected] .

On Behalf of the Board of Directors

COMMERCE RESOURCES CORP.

Chris Grove

President and Director

Tel: 604.484.2700

TF: 866.484.2700

Web: http://www.commerceresources.com

Neither TSX Venture Exchange nor its Regulation Serv ices Provider (as that term is defined in policies of the

TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.