Commerce Resources Corp. Announces Closing of Private Placement Offering of Flow-Through Units to Raise Gross Proceeds of $5,040,000

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, June 21, 2024 - Commerce Resources Corp. (TSXv:CCE)(FSE:D7H0) (the "Company" or "Commerce") is pleased to announce that it has closed its previously announced non-brokered private placement of 28,000,000 flow-through units (each, a "FT Unit") at a price of $0.18 per FT Unit for aggregate gross proceeds of $5,040,000 (the "Offering"). Each FT Unit consists of one common share in the capital of the Company (each, a "FT Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional non-flow through common share (each, a "Warrant Share") at a price of $0.25 per Warrant Share for a period of 24 months from the closing date. The FT Units were issued pursuant to an arrangement structured by Peartree Securities Inc.

Pursuant to an engagement agreement (the "Term Sheet") between the Company and Churchill SIG Pty Ltd. ("Churchill"), the Company paid cash finder's fees to Churchill in the amount of approximately $162,890.00 (the "Cash Fee") and issued 3,231,945 finder's warrants (each, a "Finder's Warrant") to Churchill as consideration for their services in introducing certain investors who acquired securities in connection with the distribution. Each Finder's Warrant entitles Churchill to acquire one additional common share in the capital of the Company (a "Finder's Warrant Share") 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 FT Units, FT Shares, Warrants, Warrant Shares, Finder's Warrants and Finder's Warrant Shares are subject to a statutory hold period expiring four months and one day after closing of the Offering.

The FT Shares and Warrants qualify as "flow-through shares" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act")). An amount equal to the gross proceeds from the issuance of the FT Units will be used to incur eligible resource exploration expenses that are "Canadian exploration expenses" that qualify as a "flow-through mining expenditure" (as defined in the Tax Act). Qualifying Expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT Units will be incurred (or deemed to be incurred) by the Company on or before December 31, 2025 and will be renounced by the Company to the initial purchasers of the FT Units with an effective date no later than December 31, 2024. The gross proceeds from the sale of the FT Units will be used by the Company to pay for the upcoming drilling program for the niobium targets on the claims owned by the Company in Nunavik, Quebec.

As a director of the Company is also a director of Churchill, Churchill is a 'related party' of the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Churchill received the consideration noted above for its services in connection with the distribution and its participation in the Offering and such transactions constitute a 'related party transaction' (as defined in MI 61-101). These transactions are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in section 5.5(b) as the Company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in section 5.7(a) of MI 61-101 in that the fair market value of the consideration paid to the related party did not exceed 25% of the Company's market capitalization.

None of the securities sold in connection with the Offering have been or 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
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.

Cautionary Statement Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Offering; the expiry of hold periods for securities distributed pursuant to the Offering; that the Ashram deposit has the potential to become one of the largest fluorspar deposits and a long-term supplier to the met-spar and acid-spar markets; that the Company is positioning to be a long-term supplier of mixed rare earth carbonate and /or NdPr oxide to the global market; and that the Company is positioning to be one of the lowest cost rare earth element producers globally. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the proceeds of the Offering may not be used as stated in this news release and those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE: Commerce Resources Corp.