Commerce Resources Corp. Closes Private Placement with Investment from Ressources Québec
Commerce Resources Corp. Closes Private Placement with Investment from
Ressources Québec
NOT FOR DISTRIBUTION TO UNIT ED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES
February 17, 2017 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H) (the “Company”
or “Commerce”) is pleased to announce that it has completed the non-brokered private
placement financing (the “Financing”) describe d in its news releas e of December 19, 2016. In
connection with the closing, the Company sold an aggregate of 34,350,450 units (each, a
“Unit”), at a price of $0.05 per Unit, for gross proceeds of $1,717,522.50.
Ressources Québec has participated for 20,000,000 shar es for a total investment of $1M CAD in
this private placement.
Company President Chris Grove states “We are excited to ha ve the support of the Quebec
government with this investment from Ressources Québec. The Province of Quebec continues to
prove that it is one of the most attractive ju risdictions to develop a mineral project. We are
excited to be advancing our Ashram project with this financing”.
Each Unit consists of one common share of the Company (each, a “Share”) and one share
purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one additional Share 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 net proceeds from the Offering will be primarily used for the completion of the Company’s
pilot plant, the production of re presentative samples of Rare Earth Element concentrates, and
fluorite concentrate for delivery to interested parties, and for general working capital.
The Company paid cash finders fees of $12,950 and issued 259,000 share purchase warrants
(the “Finder’s Warrants”) to two finders in connection with certain subscriptions in the
Financing. The Finder’s Warrants have the same terms as the Warrants.
Insiders of the Company were issued an a ggregate of 300,000 Units under the Financing, which
constituted a “related party tr ansaction” within the meaning of Multilateral Instrument 61-101
Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance to
insiders is exempt from the valuation require ment of MI 61-101 by virtue of the exemption
contained in section 5.5(b) as the Company’s shares are not listed on a specified market and from
the minority shareholder approval requirement s of MI 61-101 by virtue of the exemption
contained in section 5.7(a) of MI 61-101 in that the fair market va lue of the consideration of the
shares issued to the related parties did not exceed 25% of the Company’s market capitalization.
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The securities issued under the Financing, 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 June 17,
2017.
None of the securities issued in connection with the financing will be registered under the United
States Securities Act of 1933, as amended (the “1933 Act”), and none of them may be offered or
sold in the United States absent registration or an applicable exemption from the registration
requirements of the 1933 Act. This press releas e 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 Ressources Québec
Ressources Québec supports resource companies at every stage of their projects, from
exploration and development to processing. It offers a full range of financial products, including
investments in share capital, debentures and various types of loans.
Ressources Québec also manages for the Québec government the Capital Mines Hydrocarbures
(CMH) fund, which has a $1 billion funding e nvelope. This fund enables the Québec
government to acquire stakes in mining and o il and gas companies that exploit and process
minerals in Québec.
Ressources Québec has total capitalization of $1,5 billion for investments in these industries.
About Commerce Resources Corp.
Commerce is an exploration and development co mpany with a particular focus on deposits of
rare metals and rare earth elem ents. The Company is focused on the development of its Ashram
Rare Earth Element Deposit in Quebec and the Bl ue River Tantalum-Niobium Deposit in British
Columbia.
For more information please vi sit the corporate website at http://www.commerceresources.com
or contact Investor Relations at 604.484.2700 or [email protected].
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
“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 the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.