Commerce Resources Corp. Announces Extension to $2,000,000 Private Placement

Press Release

Commerce Resources Corp. (TSXv: CCE, FSE: D7H0) (the “Company” or “Commerce”) announces that the TSX Venture Exchange (the “Exchange”) has granted a thirty (30) day extension until December 5, 2022 for completion of the Company’s non-brokered private placement (the “Offering”), previously announced in its news release dated August 16, 2022.

The terms of the Offering provide for 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. Each Unit consists of one common share of the Company (each, a “Share”) and one common share purchase warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Share of the Company at a price of $0.25 per Share for a period of three (3) years from closing of the Offering. The Offering is subject to the approval of the Exchange. Insiders may participate in the Offering.

Finder’s fees may be payable in connection with the Offering in accordance with the policies of 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 aggregate gross proceeds from the sale of the Offering will be used towards continued work on the prefeasibility 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 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/ Fluorspar Deposit in Quebec and the Upper Fir Tantalum-Niobium Deposit in British Columbia.

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

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