News release
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51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Commerce Resources Corp. (the “ Company ”)
Suite 1450 – 789 West Pender Street
Vancouver, BC V6C 1H2
Item 2 Date of Material Change
August 20, 2019, August 23, 2019, August 27, 2019 and August 28, 2019
Item 3 News Release
The new release dated August 20, 2019 was dissemina ted through FCS Wire on August 20, 2019, the news d ated
August 23, 2019 was disseminated through FCS Wire on August 23, 2019, the news release of August 27, 2 019 was
disseminated through FCS Wire on August 27, 2019 an d the news release of August 28, 2019 were dissemin ated
through FCS Wire on August 28, 2019.
Item 4 Summary of Material Change
On August 20, 2019, the Company announced that the flow-through share financing (the “ FT Financing ”),
previously announced on August 12, 2019, had been a djusted according to the share consolidation which became
effective on August 15, 2019. The FT Financing con sists of the issuance of up to 727,272 units (each, a “ FT Unit ”)
at a price of $0.55 per FT Unit for gross proceeds of up to $400,000. Each FT Unit will consist of one common share
of the Company issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) (each, a “ FT Share ”) and
one common share purchase warrant (each, a “ FT Warrant ”), with each FT Warrant entitling the holder to
purchase one FT Share (on a non-flow-through basis) at a price of $0.75 per FT Share for a period of o ne year
following the closing of the FT Financing.
On August 23, 2019, the Company announced that the FT Financing had been oversubscribed by $13,570. T he
total amount of the FT Financing consists of 752,272 FT Units for aggregate proceeds of $413,749.60.
On August 27, 2019, the Company announced that the FT Financing closed. The Company issued 752,272 FT Units
for gross proceeds of $413,749.60. The Company pai d a finder’s fee of $24,000 to one finder in connec tion with
the FT Financing.
All securities issued in connection with the FT Fin ancing will be subject to a statutory hold period e xpiring
December 27, 2019.
On August 27, 2019, the Company announced a non-bro kered private placement consisting of the issuance of up
to 11,538,461 units (each, a “ Unit ”) at a price of $0.26 per Unit for gross proceeds of up to $3,000,000
(the “Offering ”). Existing shareholders will be given priority, w ithin the available exemptions. Insiders may
participate in the Offering.
Each Unit will consist of one common share of the C ompany (each, a “ Share ”) and one common share purchase
warrant (each, a “ Warrant ”), with each Warrant entitling the holder to purch ase 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 “ Closing ”).
Finders’ fees may be payable in connection with the Offering in accordance with the policies of the TS X Venture
Exchange (the “ Exchange ”).
All securities issued in connection with the Offeri ng will be subject to a statutory hold period expir ing four months
and one day after closing of the Offering. Completi on of the Offering is subject to the approval of th e Exchange.
Any participation by insiders in the Offering will constitute a related party transaction under Multil ateral
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Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”) but is expected
to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.
The aggregate gross proceeds from the sale of the O ffering will be used to advance the developments of the
Company’s Ashram REE Deposit in Quebec.
The Company has granted an aggregate of 1,505,000 s tock options to certain directors, officers, employ ees and
consultants of the Company for the purchase of up t o 1,505,000 common shares of the Company pursuant t o its
Stock Option Plan. Each option is exercisable for a period of 5 years at a price of $0.35 per common share.
On August 28, 2019, the Company clarified that the record date for the existing shareholder exemption was set at
August 26, 2019.
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
A full description of the material changes are described in Item 4 above and in the attached News Releases.
5.2 Disclosure for Restructuring Transactions
N/A
Item 6 Reliance on subsection 7.1(2) or (3) of Nati onal Instrument 51-102
N/A
Item 7 Omitted Information
None
Item 8 Executive Officer
Chris Grove, President and Chief Executive Officer , (604) 484.2700
Item 9 Date of Report
August 29, 2019
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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 Augu st 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 purch ase
one Share at a price of $0.35 per Share for the fir st year, and $0.50 for the second year following th e closing of
the Offering.
The aggregate gross proceeds from the sale of the O ffering will be used to advance the developments of the
Company’s Ashram Rare Earth Deposit in Quebec, incl uding the re-start and completion of the pilot plan t at
Hazen Research in Golden, Colorado, for inclusion i n the ongoing Pre-feasibility study, and for the pr oduction 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 previ ous operation of the pilot plant at Hazen, is under way, with the
intent of delivering an acid grade fluorspar sample, to Glencore and Norfalco Sales, as requested.
A portion or all of the Offering may be completed p ursuant to BC Instrument 45-534 – Exemption from
Prospectus Requirement for Certain Trades to Existi ng Security Holders (the “ Existing Security Holder
Exemption ”). Under this exemption, existing shareholders res ident in BC may purchase up to $15,000 in
securities from the Company without qualifying as a n accredited investor or other prospectus exemption . Similar
exemptions exist in certain other jurisdictions. Th e Company has set August 26, 2019 as the record dat e for the
purpose of determining shareholders entitled to par ticipate in the Offering in reliance on the Existin g Shareholder
Exemption. Existing shareholders who wish to partic ipate in the Offering should contact the Company at the
contact information set forth below. In the event t hat aggregate subscriptions for Units under the Off ering 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 Offeri ng will be subject to a statutory hold period expir ing four
months and one day after closing of the Offering. C ompletion of the Offering is subject to the approva l of the
TSX Venture Exchange (the “ Exchange ”).
About Commerce Resources Corp.
Commerce Resources Corp. is an exploration and deve lopment 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 Eart h
Element Deposit in Quebec and the Upper Fir Tantalum-Niobium Deposit in British Columbia.
For more information, please visit the corporate we bsite 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
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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 Stat ements
This news release includes certain “forward-looking statements” under applicable Canadian securities l egislation that are
not historical facts. Forward-looking statements in volve risks, uncertainties, and other factors that could cause actual
results, performance, prospects, and opportunities to differ materially from those expressed or implie d by such forward-
looking statements. Forward-looking statements in t his news release include, but are not limited to, s tatements with respect
to the expectations of management regarding the pro posed Offering, the expectations of management rega rding the use of
proceeds of the Offering, closing conditions for th e Offering, the expiry of hold periods for securiti es distributed pursuant to
the Offering, and Exchange approval of the proposed Offering. Although the Company believes that the e xpectations
reflected in the forward-looking information are re asonable, there can be no assurance that such expec tations will prove to
be correct. Such forward-looking statements are sub ject to risks and uncertainties that may cause actu al results, performance
or developments to differ materially from those con tained in the statements including that: the Compan y may not complete
the Offering on terms favorable to the Company or a t all; the Exchange may not approve the Offering; t he proceeds of the
Offering may not be used as stated in this news rel ease; the Company may be unable to satisfy all of t he conditions to the
Closing; and those additional risks set out in the Company’s public documents filed on SEDAR at www.se dar.com. Although
the Company believes that the assumptions and facto rs used in preparing the forward-looking statements are reasonable,
undue reliance should not be placed on these statem ents, 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 wher e required by law, the
Company disclaims any intention or obligation to up date or revise any forward-looking statement, wheth er as a result of new
information, future events, or otherwise.