Commerce Resources Corp. Closes Private Placement of 16,000,000 Units and Raises Gross Proceeds of $2,016,000
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Commerce Resources Corp. Closes Private Placement of
16,000,000 Units and Raises Gross Proceeds of $2,016,000
August 13, 2024 – 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 offering of 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”). Each Unit consists 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 an engagement agreement (the “ Term Sheet”) between the Company and Churchill
SIG Pty Ltd. (“ Churchill”), the Company paid cash finder’s fee s to Churchill in the amount of
approximately $70,235 (the “ Cash Fee”) and issued 1,393,551 finder’s warrants (each, a
“Finder’s Warrant”) to Churchill as consideration for their services in introducing certain non-
Canadian resident investors to the Company who acquired securities in connection with the
distribution. Each Finder’s Warrant entitles Churchill to acquire one additional common share in
the capital of the Company (a “Finder’s Warrant Share”) 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 Units, Shares, Warrants, Warrant Shares, Finder’s Warrants and Finder’s Warrant Shares are
subject to a statutory hold period expiring four months and one day after closing of the Offering.
The net proceeds from the sale of the Offering will be used towards completion of the updated
PEA for the Ashram REE/ Fluorspar Deposit and general working capital.
Certain directors, officers and other insiders of the Company acquired securities pursuant to and
in connection with the Offering. Such transactions constitute “related party transactions” within
the meaning of Multilateral Instrument 61 -101 – Protection of Minority Security Holders in
Special Transactions (“MI 61 -101”). These transactions are exempt from the valuation
requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company’s
common shares are not listed on a specifie d market and from the minority shareholder approval
requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in
that the fair market value of the consideration paid to the related party did not exceed 25% of the
Company’s market capitalization.
None of the securities sold in connection with the Offering have been or 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 b uy 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.
“Ross Carroll”
Ross Carroll
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 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 state ments 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.sedarplus.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 dis closed
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.