March 10, 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.
March 10, 2014 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H) (the “Company”) is pleased to announce that it has engaged Secutor Capital Management Corporation (the “Agent”) to act as lead agent in connection with a private placement of up to 9,000,000 flow-through units (“FT Units”) at a price of $0.23 per FT Unit and up to 4,000,000 units (“Units”) at $0.20 per Unit for gross proceeds of up to$2,870,000.
Each FT Unit will consist of one flow-through common share and one half of one non flow-through common share purchase warrant in the capital of the Company. Each whole share purchase warrant (a “Warrant”) is exercisable into one common share of the Company for a period of 18 months from closing at a price of $0.35 per common share.
Each Unit will consist of one common share and one half of one Warrant. Each whole share purchase warrant (a “Warrant”) is exercisable into one common share of the Company for a period of 18 months from closing at a price of $0.35 per common share.
On closing the Company will grant to the Agent an over-allotment option to increase the size of the offering by 20% of the FT Units and Units that are purchased under the private placement. The option is exercisable in whole or in part for a period of 30 days from closing on the same terms as set forth above solely to cover over-allotment.
The Company will pay to the Agent a cash commission of 7% of the gross sales of FT Units and Units and issue to the Agent 5% of the number of FT Units and Units sold in Compensation Options, with each Compensation Option being exercisable for 18 months at a price of $0.35.
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 to advance the Company’s Ashram Rare Earth Deposit, Blue River Tantalum-Niobium Project, and for general working capital.
For more information on Commerce Resources Corp., visit the corporate website at http://www.commerceresources.com or email email@example.com.
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
President and Director
Tel: 604 484 2700
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.
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 $2,870,000; securities will be issuable; over allotment options will be issued; commission will be payable; and the proceeds will be utilized for further exploration of the Company’s Eldor or Blue River Properties 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.