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Commerce Resources Signs LOI with the Saskatchewan Research Council for Mixed Rare Earth Carbonate

Mergers & Acquisitions

Commerce Resources Signs LOI with the Saskatchewan Research Council for

Mixed Rare Earth Carbonate

July 19, 2023 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H0, OTCQX: CMRZF) (the

“Company” or “Commerce”) is pleased to announce the signing of a Letter of Intent with the

Saskatchewan Research Council (SRC) to deliver amounts of the Mixed Rare Earth Carbonate

(“MREC”) produced from the Ashram Rare Earth and Fluorspar Deposit (“Ashram Deposit”)

to their Rare Earth Processing F acility in Saskatoon, S K. The intention of this collaboration

is to complete the first full rare earth element supply chain in Canada from mine to metal.

SRC is constructing North America’s first fully integrated Rare Earth Processing Facility,

spanning the stages from minerals to metals. The Facility is expected to be fully operational

in late 2024 and has already demonstrated each individual stage including NdPr metal

ingots.

Company President and CEO, Chris Grove states “We are pleased to sign this letter of intent

with SRC, who is positioned to become the first commercial REE processor in Canada. We are

happy to provide, once in production, amounts of our Mixed Rare Earth Carbonate

concentrate from our Ashram Deposit to SRC in Saskatchewan.”

About the Saskatchewan Research Council

SRC is Canada’s second largest research and technology organization. With nearly 350

employees, $232 million in annual revenue and more than 75 years of experience, SRC

provides services and products to its 1,600 clients in 22 countries around the world. For

more information, go to www.src.sk.ca.

About the Ashram Deposit

The Ashram Deposit ranks as one of the largest REE (and fluorspar) deposits globally,

consisting of a monazite dominated (i.e., strong NdPr), single mineralized body outcropping

at surface, and has a drill delineated footprint of over 700 m along strike, 300 m across, and

600 m deep, and remains open at depth. The deposit hosts a measured resource of 1.6 million

tonnes (Mt) at 1.77% rare earth oxide (REO) and 3.8% F, an indicated resource of 27.7 Mt at

1.90% REO and 2.9% F, and an inferred resource of 219.8 Mt at 1.88% REO and 2.2% F, at a

cut-off grade of 1.25% REO (Effective Date July 5th, 2012). Note, mineral resources are not

mineral reserves as they do not have demonstrated economic viability. There is no certainty

that all or any part of the Mineral Resources will be converted into Mineral Reserves.

NI 43-101 Disclosure

Darren L. Smith, M.Sc., P.Geo., Dahrouge Geological Consulting Ltd., a Permit holder with the

Ordre des Géologues du Québec and ‘Qualified Person’ as defined in National Instrument 43-

101 – Standards of Disclosure for Mineral Projects, supervised the preparation of the technical

information in this news release.

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 [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 policies of the

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

Forward Looking Statements

This news release contains forward -looking statements, which includes any information about activities, events or

developments that the Company believes, expects or anticipates will or may occur in the future. Forward looking

statements in this news release include that we expect to complete a prefeasibility study for the Ashram Project, that

an open -pit shell is planned for the Ashram Project; that the Ashram Deposit has the potential to be a long -term

supplier to the met-spar and acid-spar markets; and that the Company is positioning to be one of the lowest cost rare

earth producers globally. These forward-looking statements are subject to a variety of risks and uncertainties and other

factors that could cause actual events or results to differ materially from those projected in the forward -looking

information. Risks that could change or prevent these statements from coming to fruition include: that we may not be

able to fully finance any additional exploration on the Ashram Project; that even if we are able raise capital, costs for

exploration activities may increase such that we may not have sufficient funds to pay for such exploration or

processing activities; the timing and content of any future work programs; geological interpretations based on drilling

that may change with more detailed information; potential process methods and mineral recoveries assumptions based

on limited test work and by comparison to what are considered analogous deposits that, with further test work, may

not be comparable; testing of our process may not prove successful and even if such tests are successful, the economic

and other outcomes may not be as expected; the availability of labour and equipment to undertake future exploration

work and testing activities; the required permits to build and operate the envisaged open-pit shell may not be obtained

in a timely or cost -effective manner, or at all; and despite the current expected viability of the Ashram Project,

conditions changing such that even if metals or minerals are discovered on the Ashram Project, the p roject may not

be commercially viable; The forward-looking statements contained in this news release are made as of the date hereof

and the Company assumes no responsibility to update or revise such information to reflect new events or

circumstances, except as required by law.