MRZL.V · 2017-02-02 12:00:00

Commerce Resources Corp. Provides Update to Private Placement

Financings

February 2, 2017 - Commerce Resources Corp. (TSXv: CCE, FSE: D7H) (the “Company” or

“Commerce”) is pleased to provide an update to the non-brokered private placement financing

(the "Private Placement") announced by News Release of December 19, 2016. The Company is

in receipt of an extension and expects to close this Private Placement on or before February 16,

2017.

About Commerce Resources Corp.

Commerce is an exploration and development company with a part icular focus on deposits of

rare metals and rare earth elements. The Compa ny is focused on the development of its Ashram

Rare Earth Element Deposit in Quebec and the Blue River Tantalum-Niobium Deposit in British

Columbia.

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

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

On Behalf of the Board of Directors

COMMERCE RESOURCES CORP.

“Chris Grove”

Chris Grove

President and Director

Tel: 604.484.2700

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.

Disclaimer for Forward-Looking Information

Certain statements in this press release related to the Offering and the securities i ssuable thereunder are forward-

looking statements and are pr ospective in nature. Forward-looking statemen ts are not based on historical facts, but

rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties

which could cause actual results to differ materially from the future results expressed or implied by the forward-

looking statements. These statements generally can be id entified by the use of forw ard-looking words such as

“may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or

the negative thereof or similar variations. Forward-looking statements in this news release include statements

regarding closing of a private placement. Such statements are qua lified in their entirety by the inherent risks and

uncertainties surrounding the Company’s ability to complete the Offering, including the risk that the Offering may

not be completed as expected or at all, that the TSX Ve nture Exchange may not approve the Offering and such other

factors beyond the control of the Compan y. Such forward-looking statements s hould therefore be construed in light

of such factors, and the Company is not under any obligation, and expressly disclaims any intention or obligation, to

update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.