Commerce Resources Corp. Announces Private Placement of up to 16,000,000 Units to Raise Gross Proceeds of up to $2,016,000

Mining
Wednesday, June 12th, 2024 2:29 pm EDT

VANCOUVER, BC / ACCESSWIRE / June 12, 2024 / 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 16,000,000 units (each, a “Unit“) at a price of $0.126 per Unit for gross proceeds of up to $2,016,000 (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 two (2) years from closing of the Offering (the “Closing“).

Pursuant to a binding engagement agreement (“Term Sheet“) entered into between Commerce and Churchill SIG Pty Ltd. (“Churchill“), Churchill will act as exclusive lead manager for the Offering, for a term of up to three (3) months, to introduce (the “Services“) potential qualified subscribers to the Company in connection with a portion of the Offering (the “Churchill Portion“). Churchill will not provide the Services in Canada or for the benefit of Canadian residents, and any potential subscribers introduced by Churchill will not be residents of Canada.

As consideration for the Services, and upon completion of the Offering, the Company has agreed to pay Churchill a cash fee (the “Cash Fee“) equal to 5% of the amount raised under the Offering from persons introduced by Churchill, and to issue such number of non-transferable share purchase warrants (the “Finder’s Warrants“) that equals 12.5% of the total number of Units issued to persons introduced by Churchill under the Offering. Each Finder’s Warrant will entitle the holder to acquire one additional common share (a “Finder’s Warrant Share“) in the capital of the Company at a price of $0.20 per Finder’s Warrant Share for a period of two (2) years from the date of issuance of the Finder’s Warrants. The Company has also agreed to pay Churchill’s reasonable fees and expenses in connection with the Services, up to $10,000. Churchill shall have a right of first refusal to act as lead manager in connection with any other equity offerings undertaken by the Company within a 12-month period following completion of the Offering. The Units, Shares, Warrants, Warrant Shares, Finder’s Warrants and Finder’s Warrant Shares are collectively referred to herein as the “Securities“.

The Offering will be conducted pursuant to one or more prospectus exemptions available to the Company, including, without limitation, the “accredited investor” exemption set out in Section 2.3 of National Instrument 45-106 – Prospectus Exemptions and the prospectus exemption set out in BC Instrument 72-503 – Distribution of Securities Outside British Columbia.

In addition to the fee payable to Churchill in connection with any persons introduced by Churchill, the Company may pay finders’ fees consisting of cash, securities or a combination thereof to other parties in connection with the persons introduced to Commerce by such other parties, all 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.

The net proceeds from the sale of the Offering will be used towards completion of the updated PEA for the Ashram REE/ Fluorspar Deposit and general working capital.

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 info@commerceresources.com.

On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.

“Chris Grove“
Chris Grove
President and Director
Tel: 604.484.2700
Email: cgrove@commerceresources.com
Web: http://www.commerceresources.comNeither 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