November 23, 2012
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, OTCQX: CMRZF) (the “Company” or “Commerce”) is pleased to announce that it has engaged Marquest Capital Markets and Casimir Capital Ltd. (the “Agents”) to act as lead agent in connection with a private placement of up 11,111,112 flow-through eligible units at a price of $0.18 per unit for gross proceeds of $2,000,000 and up to 3,333,334 common share units at a price of $0.15 per unit for gross proceeds of $500,000.
In addition the Company announces a non-brokered flow-through eligible private placement of up to 6,666,667 units at $0.18 per unit for gross proceeds of $1,200,000.
The flow-through units will consist of one flow-through common share and one half of one non-transferable share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.25 per share for a period of 18 months from the date of issuance.
The common share units will consist of one common share and one half of a non-transferable share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.25 per share for a period of 18 months from the date of issuance.
The Company will pay to the Agent a commission of 8% of the gross sales of units and issue to the Agent 8% of the number of units sold in Compensation Options, with each Compensation Option being exercisable for eighteen (18) months at a price of $0.25 per share. Other finder’s fees may be payable in accordance with the policies of the TSX Venture Exchange (“TSXv”).
The securities issued will be subject to a four-month hold period from the date of closing. The private placement is subject to the approval of the TSXv.
The proceeds from the unit offering will be utilized for qualified exploration expenditures on the Company’s Blue River Tantalum and Niobium, and Eldor Rare Earth Element Projects.
In addition, the Company is pleased to announce the appointment of Mr. Christopher Grove to the Board of Directors. Mr. Grove has worked as Corporate Communications for the Company since 2004, and has significant contacts within the financial communities in North America and Europe. Mr. Grove currently sits on the board of two TSX Venture Exchange companies.
About Commerce Resources Corp.
Commerce Resources Corp. is an exploration and development company with a particular focus on rare metal and rare earth element deposits with the potential for economic grades and large tonnages. The Company is focused on the development of its Upper Fir Tantalum and Niobium Deposit in British Columbia and the Ashram Rare Earth Element Deposit in northern Quebec.
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
President and Director
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 brokered private placement and a non-brokered private placement for gross proceeds of up to $3,700,000. 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.