December 12, 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 closed a brokered private placement (previously announced November 26, 2012) with Marquest Capital Markets and Casimir Capital Ltd. (the “Agents”) in the amount of 6,438,890 flow-through eligible units (the “FT Units”) at a price of $0.18 per FT Unit for gross proceeds of $1,159,000.20 (the “Brokered Private Placement”).
The FT Units consist of one flow-through common share (a “FT Share”) and one half of one non-transferable share purchase warrant (each, a “Warrant”). One whole Warrant will entitle the holder to purchase one additional common share (a “Warrant Share”) of the Company at a price of $0.25 per Warrant Share until June 11, 2014. The FT Units, FT Shares, Warrants and Warrant Shares are subject to a hold period expiring on April 12, 2013.
The Company paid the Agents a cash commission of 8% of the gross sales of Brokered FT Units and issued 8% of the number of Brokered FT Units sold in options (the “Agents’ Option”) to purchase additional common shares (the “Agents’ Option Share”), with each Agents’ Option being exercisable at a price of $0.25 per Agents’ Option Share until June 11, 2014.
The Company also announces that it has closed a non-brokered private placement of 7,336,664 FT Units for gross proceeds of $1,320,599.70 (the “Non-Brokered Placement”). The FT Units were issued at the same price and on the same terms as the Brokered Private Placement. No finder’s fee or commissions were paid.
The proceeds from the Brokered Private Placement and Non-Brokered Placement will be utilized for qualified exploration expenditures on the Company’s Blue River Tantalum and Niobium, and Eldor Rare Earth Element Projects.
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.