BRIEF

on Commerce Resources Corp. (NASDAQ:CMRZF)

Commerce Resources Corp. Closes Private Placement for $5,040,000

VANCOUVER, BC / ACCESSWIRE / June 21, 2024 / Commerce Resources Corp. (TSXv:CCE)(FSE:D7H0) has concluded its previously announced non-brokered private placement. The placement involved 28,000,000 flow-through units (FT Units) at $0.18 per FT Unit, totaling $5,040,000. Each FT Unit includes one common share and one transferable common share purchase warrant. Each warrant allows the purchase of an additional common share at $0.25 within 24 months. Peartree Securities Inc. structured the issuance.

Churchill SIG Pty Ltd. acted as a finder, receiving approximately $162,890 and 3,231,945 finder’s warrants. Each finder’s warrant permits the purchase of an additional common share at $0.20 for two years. The issued securities are under a statutory hold period of four months and one day after closing.

The proceeds will fund a drilling program on niobium targets in Nunavik, Quebec. Because a company director also directs Churchill, this transaction is considered a related party transaction under MI 61-101 guidelines. Exemptions applied due to the company’s market capitalization and share listing status.

It should be noted that the securities involved are not registered under the United States Securities Act of 1933 and cannot be sold in the United States without proper registration or exemption. This release does not constitute a sales offer in any jurisdiction where such an offer would be unlawful.

R. E.

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