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Commerce Resources Corp. Announces Oversubscription of Flow-through Private Placement Adjustment

Press Release

August 23, 2019 – Commerce Resources Corp. (TSXv: CCE, FSE: D7H) (the “Company” or “Commerce”) is pleased to announce that it has oversubscribed the non-brokered flow through private placement (the “Offering”) of units (each, a “Unit”) at a price of $0.55 per Unit as previously announced by News Release of August 12, 2019 and August 21, 2019. The Offering was oversubscribed by $13,750. The total amount of the Offering now consists of 752,272 Units for aggregate proceeds of $413,749.60.

As previously announced, insiders may participate in the Offering.

The aggregate gross proceeds from the sale of the Offering will be used to advance the developments of the Company’s Ashram REE Deposit in Quebec.

Each Unit will consist of one common share of the Company issued on a “flow-through” basis pursuant to the Income Tax Act (Canada) (each, a “Share”) and one common share purchase warrant (each, a “Warrant”), with each Warrant entitling the holder to purchase one Share (on a non-flow-through basis) at an adjusted price of $0. 75 per Share for a period of one year following the closing of the Offering (the “Closing”).

Finders’ fees may be payable in connection with the Offering in accordance with the policies of the TSX Venture Exchange (the “Exchange”).

All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to the approval of the Exchange. Any participation by insiders in the Offering will constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

About Commerce Resources Corp.

Commerce Resources Corp. is an exploration and development company with a particular focus on deposits of rare metals and rare earth elements. The Company is focused on the development of its Ashram Rare Earth Element Deposit in Quebec and the Upper Fir Tantalum-Niobium Deposit in British Columbia.

For more information, please visit the corporate website at www.commerceresources.com or email [email protected]

On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.

“Chris Grove”
Chris Grove
President and Director
Tel: 604.484.2700
Email: [email protected]
Web: www.commerceresources.com

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