Commerce Resources Corp. Closes $3.5 Million Private Placement

December 22, 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.

Commerce Resources Corp. (TSXv: CCE; FSE: D7H) (the “Company”) is pleased to announce that it has closed its non-brokered private placement for gross proceeds of $3,506,250 first announced on December 16, 2014.

The Company issued 12,025,000 flow-through shares (“FT Shares”) at a price of $0.25 per FT Share, and 2,500,000 units (“Units”) at a price of $0.20 per Unit. Each Unit consists of one non flow-through common share and one-half of one non-flow-through common share purchase warrant in the capital of the Company (a “Warrant”). One whole Warrant is exercisable into one additional common share in the capital of the Company (a “Warrant Share”) at a price of $0.30 per Warrant Share until June 19, 2016.

Secutor Capital Management Corporation acted as exclusive finder in connection with this non-brokered private placement and was paid a cash commission of $217,500 plus expenses, and issued 725,000 finders’ warrants (the “Finders Warrants”) to acquire additional common shares of the Company (“Finders’ Warrant Shares”) exercisable at $0.24 per Finders’ Warrant Share until June 19, 2016.

All the securities issuable will be subject to a four-month hold period from the date of closing expiring April 20, 2015.

The proceeds of the private placement will be used in the development of the Company’s Quebec mineral properties for the amount of flow through funds raised, and for general working capital.


On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.

“Chris Grove”
Chris Grove
President
Tel: 604.484.2700
Email: cgrove@commerceresources.com

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 the proceeds of the private placement will be used in the development of the Company’s Quebec mineral properties for the amount of flow through funds raised, 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.