Commerce Resources Corp. To Utilize Existing Shareholder Prospectus Exemption in $3 M Private Placement
CW14014937.1
Commerce Resources Corp. To Utilize Existing Shareholder Prospectus
Exemption in $3 M Private Placement
August 28, 2019 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H) (the “Company” or
“Commerce”) announces that, further to its News Release of August 27, 2019, the Company is encouraging
existing shareholders in permitted jurisdictions to participate in the private placement of units (each, a
“Unit”) at a price of $0.26 per Unit (the “Offering”). Each Unit will consist 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 $0.35 per Share for the first year, and $0.50
for the second year following the closing of the Offering.
The aggregate gross proceeds from the sale of the Offering will be used to advance the developments of the
Company’s Ashram Rare Earth Deposit in Quebec, including the re-start and completion of the pilot plant
at Hazen Research in Golden, Colorado, for inclusion in the ongoing Pre -feasibility study, and for the
production of representative samples of rare earth oxides for delivery to industry majors, as requested. Prior
to the re-start of the pilot plant at Hazen, the Company expects the completion of the metallurgical reports
from the previous operation of the pilot plant detailing the production of rare earth concentrate samples
achieved. Currently, the upgrading of the fluorite concentrate, produced during the previous operation of
the pilot plant at Hazen, is underway, with the intent of delivering an acid grade fluorspar sample, to
Glencore and Norfalco Sales, as requested.
A portion or all of th e Offering may be completed pursuant to BC Instrument 45-534 – Exemption from
Prospectus Requirement for Certain Trades to Existing Security Holders (the “Existing Security Holder
Exemption”). Under this exemption, existing shareholders resident in BC may purchase up to $15,000 in
securities from the Company without qualifying as an accredited investor or other prospectus exemption.
Similar exemptions exist in certain other jurisdictions. The Company has set August 26, 2019 as the record
date for the purpose of determining shareholders entitled to participate in the Offering in reliance on the
Existing Shareholder Exemption. Existing shareholders who wish to participate in the Offering should
contact the Company at the contact information set forth below. In the event that aggregate subscriptions
for Units under the Offering exceed the maximum number of securities to be distributed, then Units will be
sold to qualifying subscribers on a pro rata basis based on the number of Units subscribed for. In addition
to conducting the Offering pursuant to the Existing Shareholder Exemption, the Offering will also be
conducted pursuant to other available prospectus exemptions.
All securities issued in connection with the Offering will be subject to a statutory hold period expiring four
months and one day after closing of the Offering. Completion of the Offering is subject to the approval of
the TSX Venture Exchange (the “Exchange”).
About Commerce Resources Corp.
Commerce Resources Corp. 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 Upper Fir Tantalum-Niobium Deposit in British Columbia.
CW14014937.1
For more information, please visit the corporate website at www.commerceresources.com or email
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 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 Can adian securities legislation
that are not historical facts. Forward -looking statements involve risks, uncertainties, and other factors that could
cause actual results, performance, prospects, and opportunities to differ materially from those expressed or i mplied
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 management regarding the proposed Offering, the expectations of
management regarding the use of proceeds of the Offering, closing conditions for the Offering, the expiry of hold
periods for securities distributed pursuant to the Offering, and Exchange approval of the proposed Offering. 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 statements including that: the Company may not complete the Offering on terms favorable to the Company or at
all; the Exchange may not approve the Offering; the proceeds of the Offering may not be us ed as stated in this news
release; the Company may be unable to satisfy all of the conditions to the Closing; and those additional risks set out
in the Company’s public documents filed on SEDAR at www.sedar.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 disclosed 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.