Commerce Resources Corp. Announces Private Placement

December 16, 2014

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Commerce Resources Corp. (TSXv: CCE; FSE: D7H) (the “Company”) is pleased to announce a non-brokered private placement of up to 12,000,000 flow-through shares (“FT Shares”) at a price of $0.25 per FT Share and up to 2,500,000 non-flow-through units (“Units”) at $0.20 per Unit for total gross proceeds of $3,500,000 (the “Private Placement”).

Each Unit will consist of one non-flow-through common share and one-half of a non-flow-through common share purchase warrant (a “Warrant”) in the capital of the Company. Each Whole Warrant is exercisable into one additional common share of the Company (a “Warrant Share”) at a price of $0.30 per Warrant Share for a period of 18 months from issuance of the Warrants.

A 6% finders’ fee will be paid in cash, and 5% finders’ warrants will be issued by the Company to Secutor Capital Management Corporation in conjunction with the completion of the Private Placement to parties who introduce qualified investors.

All the securities issuable will be subject to a four-month hold period from the date of closing.

The private placement is subject to the approval of the TSX Venture Exchange.

The proceeds of the private placement will be used in the development of the Company’s Quebec mineral properties for the amount of flow through funds raised, and for general working capital.


On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.

“Chris Grove”
Chris Grove
President
Tel: 604.484.2700
Email: cgrove@commerceresources.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

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 Commerce Resources Corp. will complete a private placement for gross proceeds of $3,500,000; securities will be issuable; finder’s fees will be payable; and the proceeds will be used to advance the Company’s Ashram Rare Earth Deposit, Blue River Tantalum-Niobium Project, and for general working capital.

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, but are not limited to, economic, competitive, governmental, environmental and technological factors that may affect the Company’s operations, markets, products and prices. Investors who have indicated their investment intent may not close as expected. Readers should refer to the risk disclosures outlined in the Company’s Management Discussion and Analysis of its audited financial statements filed with the British Columbia Securities Commission.