July 13, 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”) is pleased to announce that it has engaged NCP Northland Capital Partners Inc. (the “Agent”) to act as lead agent in connection with a private placement of up to 6,666,666 units at a price of $0.30 per unit.
Each unit will consist of one flow-through common share and one half of one non flow-through common share purchase warrant. Each whole share purchase warrant is exercisable into one common share of the Company for a period of two years at a price of $0.40 per share in the first year and $0.48 per share in the second year. 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 TSX Venture Exchange (the “TSXv”).
The Company will pay to the Agent a commission of 7% of the gross sales of units and issue to the Agent 7% of the number of units sold in Compensation Options, with each Compensation Option being exercisable for 2 years at a price of $0.30.
The proceeds of the private placement will be used to advance the Company’s Eldor Rare Earth Project, Blue River Tantalum-Niobium Project, and for general working capital.
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.
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 for gross proceeds of $2,000,000.
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.