September 23, 2011
Commerce Resources Corp. (TSXv: CCE, FSE: D7H, OTCQX: CMRZF) (the “Company” or “Commerce”) and Canadian International Minerals Inc. (TSXv: CIN) (“Canadian International”) are pleased to jointly announce that they have entered into an amending agreement with respect to the Carbo Property Option Agreement (see Commerce news release dated February 10, 2009).
Under the amendment, Canadian International will immediately acquire a 100% interest in the Carbo Property by issuing an additional 8,000,000 common shares to Commerce. Commerce will retain its 2% NSR royalty on the property with no buyback right. Canadian International will also void any amounts due from Commerce for prior exploration under the original option agreement. The transaction is subject to acceptance by the TSX Venture Exchange.
Concurrently, Commerce shall subscribe for $300,000 worth of Units (the “Units”) into Canadian International’s recently announced private placement. Each Unit will consist of one common share and one-half of one transferable share purchase warrant (each whole warrant, a “Warrant”). Each Warrant will entitle Commerce to purchase one additional share of Canadian International for a period of 24 months from the closing date at a price of $0.25 per share in the first year and $0.30 per share in the second year. Commerce will also have the right of first refusal to participate in any future Canadian International financings up to 19.9% of the aggregate value of the respective offerings.
The Carbo Property comprises seven claims totaling 2,778 hectares and is accessible by all-weather gravel roads. The project is located 80 kilometres northeast of Prince George, B.C. within the Wicheeda-Carbo carbonatite camp and is directly contiguous with Spectrum Mining Corporation’s Wicheeda Rare Earth Discovery. Commerce acquired the four main claims that make up the property by staking in 2005.
About Commerce Resources Corp.
Commerce Resources Corp. is focused on building shareholder value through the discovery and development of Canadian rare metal and rare earth element deposits. Commerce’s principal assets are its Blue River Tantalum-Niobium Project in British Columbia and its Eldor Rare Earth Project in Quebec.
At Blue River, Commerce is advancing its Upper Fir Tantalum and Niobium Deposit through development with a Preliminary Economic Assessment in the advanced stages of completion. At the Eldor Project, Commerce’s 2010 exploration program led to the discovery of a significant new rare earth deposit known as Ashram. Commerce reported an initial NI 43-101 Inferred Resource Estimate for Ashram and is continuing exploration and drilling in combination with metallurgical, mineralogical and environmental work. The data from these studies will be used to undertake a resource update and Preliminary Economic Assessment for the deposit. The Ashram Deposit is a large tonnage rare earth discovery and is ranked as one of the largest rare earth deposits outside of China.
Commerce Resources Corp. trades on the TSX Venture Exchange under the symbol “CCE”, the Frankfurt Stock Exchange under the symbol “D7H” and the U.S. OTCQX under the symbol “CMRZF.”
For more information on Commerce Resources Corp. visit the corporate website at www.commerceresources.com or contact investor relations at 1.866.484.2700 firstname.lastname@example.org.
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
President and Director
Statements in this document which are not purely historical are forward-looking statements, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Forward looking statements in this news release include that Canadian International will immediately acquire a 100% interest in the Carbo Property by issuing an additional 8,000,000 common shares to Commerce, that Commerce will retain its 2% NSR royalty on the property with no buyback right, that Canadian International will void any amounts due from Commerce for prior exploration under the original option agreement, that Commerce shall subscribe for $300,000 worth of Units into Canadian International’s recently announced private placement, and that Commerce will have the right of first refusal to participate in any future Canadian International financings up to 19.9% of the aggregate value of the respective offering.
It is important to note that actual outcomes and the Company’s actual results could differ materially from those in such forward-looking statements. Risks and uncertainties include economic, competitive, governmental, environmental and technological factors that may affect the Company’s operations, markets, products and prices. Factors that could cause actual results to differ materially may include misinterpretation of data; that we may not be able to get equipment or labour as we need it; that we may not be able to raise sufficient funds to complete our intended exploration and development; that our applications to drill may be denied; that weather, logistical problems or hazards may prevent us from exploration; that equipment may not work as well as expected; that analysis of data may not be possible accurately; that results which we or others have found in any particular location are not necessarily indicative of larger areas of our properties; that we may not complete environmental programs in a timely manner or at all; that market prices for rare earth elements may not justify commercial production costs; and that despite encouraging data there may be no commercially exploitable mineralization on our properties.
Readers should refer to the risk disclosures outlined in the Company’s Management Discussion & Analysis of its audited financial statements filed with the British Columbia Securities Commission.