Press Release
Each Unit will still consist of one common share of the Company and one common share purchase warrant (each, a “Warrant”) with each Warrant entitling the holder to acquire an additional common share of Commerce (a “Warrant Share”) at a reduced price of $0.10 per Warrant Share at any time before 4:30 p.m. (Vancouver time) on the date that is 24 months after the closing of the Offering.
The Company intends to use the net proceeds from the Offering to advance the Company’s Ashram Rare Earth Element Deposit in Quebec and for general working capital purposes.
To reflect the reduced pricing of the Offering, the Company and the Agent entered into an Amended and Restated Agency Agreement. With the exception of the amended pricing and certain dates, the terms of original agency agreement remain, whereby the Company has agreed to: (i) pay the Agent a cash commission (the “Agent’s Fee”) equal to 7% of the gross proceeds of the Offering and a reduced cash commission of 2% on purchasers, if any, whose name appear on the list of purchasers to the Offering to the Agent by insiders of the Company (the “President’s List”); and (ii) issue to the Agent share purchase warrants (each, an “Agent’s Warrant”) with each Agent’s Warrant entitling the Agent to acquire that number of common shares in the capital of Commerce equal to 7% of the number of Units sold under the Offering and a reduced number Agent’s Warrants equal to 2% on purchasers, if any, whose name appear on the President’s List.
The closing of the Offering is expected to occur on or about June 30, 2016, or on such other date as the Company and the Agent may agree, but in any event no later than the 180th day after February 26, 2016. The Offering is subject to customary conditions and regulatory approval, including that of the TSX Venture Exchange.
The securities offered under the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein.
About Commerce Resources Corp.
Commerce 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 Blue River Tantalum-Niobium Deposit in British Columbia.
For more information on Commerce Resources Corp., visit the corporate website at http://www.commerceresources.com or email info@commerceresources.com.
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
“Chris Grove”
Chris Grove
President and Director
Tel: 604 484 2700
TF: 866.484.2700
Email: info@commerceresources.com
Web: http://www.commerceresources.com
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