August 07, 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 closed a private placement of $1,680,499.80 as previously announced on July 16, 2012.
The Company engaged NCP Northland Capital Partners Inc. (the “Agent”) to act as lead agent in connection with a private placement of 5,436,666 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 expiring December 3, 2012. The TSX Venture Exchange (the “TSXV”) provided the Company with conditional approval on July 19, 2012.
The Company paid the Agent a commission of $114,169.99 being 7% of the gross sales of units and issued to the Agent 380,567 Compensation Options being 7% of the number of units sold in the private placement. Each Compensation Option being exercisable into common shares for two years at a price of $0.30.
The Company also closed a non-brokered private placement with units having the same terms and conditions as the brokered portion described above in the amount of $49,500. The securities issued will be subject to a four-month hold period expiring December 4, 2012.
The proceeds of both the brokered and non brokered private placement will be used to advance the Company’s Eldor Rare Earth Project and the Blue River Tantalum-Niobium Project.
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.