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August 16, 2022 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H0) (the “Company” or “Commerce”) is pleased to announce a non-brokered private placement offering consisting of the issuance of up to 12,500,000 units (each, a “Unit”) at a price of $0.16 per Unit for gross proceeds of up to $2,000,000 (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 $0.25 per Share for a period of three (3) years from closing of the Offering (the “Closing”). Insiders may participate in the Offering.
A portion or all of the Offering may be completed pursuant to Multilateral Notice 45-313 – Prospectus Exemption for Distributions to Existing Security Holders and the corresponding blanket orders and rules in the participating jurisdictions (the “Existing Security Holder Exemption”). The Company has set August 12, 2022 as the record date for the purpose of determining shareholders entitled to participate in the Offering in reliance on the Existing Shareholder Exemption. Qualifying 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.
Finders’ fees consisting of cash, securities or a combination thereof may be payable in connection with the Offering in accordance with the policies of the TSX Venture Exchange (the “Exchange”).
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 Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral 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 net proceeds from the sale of the Offering will be used towards continued work on the pre-feasibility study for the Company’s Ashram REE/ Fluorspar Deposit, the production of commercially marketable samples of Rare Earth concentrates as requested by industry majors and for general working capital purposes.
None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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 tonnage 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.
President and Director
Email: [email protected]
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