Commerce Resources Announces Proposed Spin-Out of Its Blue River Property and Appointment of New CEO

VANCOUVER, June 22, 2023 - Commerce Resources Corp. (TSXv:CCE, FSE:D7H0, OTCQX:CMRZF) (the "Company" or "Commerce") is pleased to announce its intention carry out a strategic reorganization of its assets through which the Company would spin-out its Blue River property, located in British Columbia, (the "Blue River Property") into a newly created entity ("SpinCo"), which would seek an independent listing on the Canadian Securities Exchange (the "Spinout"). As a result of the Spinout, SpinCo would be entirely focused on the development and commercialization of the Blue River Property, and the Company would be entirely focused on its Ashram Property located in Quebec.

It is anticipated that the Spinout would be carried out by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the "BCBCA"). Under the terms of the Spinout, shareholders of the Company would receive common shares of SpinCo in relation to the number of common shares of the Company that they hold, as of the effective date of the Spinout. There would be no change in shareholders' holdings in the Company as a result of the Spinout.

In connection with the Spinout, it is expected that SpinCo will complete one or more private placement offerings (each, a "Financing") on terms to be determined, the net proceeds of which would be used to fund, among other things, the working capital and research and development needs of SpinCo.

Completion of the Spinout will be subject to approval of the TSX Venture Exchange and the Supreme Court of British Columbia, as well as approval of the shareholders of the Company at a special meeting of the Company.

Further details of the Spinout will be announced in the near future. Shareholders are cautioned that the final details of the Spinout are still to be determined and there is no certainty that the Spinout will be completed on the terms currently proposed or at all.

Appointment of Chief Executive Officer

Further, the Company announces that David Hodge has resigned as CEO of the Company and that has appointed its President, Chris Grove, as CEO in place of Mr. Hodge. Mr. Grove has been President of the Company since September 2014 and a director of the Company since November 2012.

Company President and CEO, Chris Grove states "It is my pleasure to assume this role with Commerce Resources, as we continue to advance both our Ashram REE/ Fluorspar Deposit, in Quebec and our Blue River project here in British Columbia. As an early investor in Commerce Resources, I have never been more excited about the opportunities we have with our projects as we have today, and I look forward to the future developments for both."

Mr. Hodge will remain in his role as a director of the Company. The Company thanks Mr. Hodge for his services as CEO.

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
CEO, President and Director
Tel: 604.484.2700
Email: cgrove@commerceresources.com
Web: http://www.commerceresources.com

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.

Forward Looking Statements
This news release contains forward-looking statements, which includes any information about activities, events or developments that the Company believes, expects or anticipates will or may occur in the future. Forward looking statements in this news release include the proposed sale and transfer of the Blue River Property into SpinCo and that the Spinout must be approved by the court, Company shareholders and the TSX Venture Exchange; that the Spinout will be carried out by way of a statutory plan of arrangement under the BCBCA; that the Spinout will not change the shareholders' holdings in the Company; that SpinCo will complete one or more Financings in connection with the Spinout; the proposed use of proceeds from Financings; that the Ashram Deposit has the potential to be a long-term supplier to the met-spar and acid-spar markets; and that the Company is positioning to be one of the lowest cost rare earth producers globally. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include: that we may not receive court, shareholder or TSX Venture Exchange approval for the Spinout; that SpinCo may not be able to complete any Financings on preferable terms, or at all; that SpinCo may not be able to raise sufficient funds in any Financings to fund its business objectives including, but not limited to, the research, development and exploration of the Blue River Property; that we may not be able to fully finance any additional exploration on the Ashram Project; that even if we are able raise capital, costs for exploration activities may increase such that we may not have sufficient funds to pay for such exploration or processing activities; the timing and content of any future work programs; geological interpretations based on drilling that may change with more detailed information; potential process methods and mineral recoveries assumptions based on limited test work and by comparison to what are considered analogous deposits that, with further test work, may not be comparable; testing of our process may not prove successful and even if such tests are successful, the economic and other outcomes may not be as expected; the availability of labour and equipment to undertake future exploration work and testing activities; the required permits to build and operate the envisaged open-pit shell may not be obtained in a timely or cost-effective manner, or at all; and despite the current expected viability of the Ashram Project, conditions changing such that even if metals or minerals are discovered on the Ashram Project, the project may not be commercially viable. The forward-looking statements contained in this news release are made as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.

SOURCE: Commerce Resources Corp.