Commerce Resources Corp. Announces Closing of Over-Subscribed Private Placement of Units to Raise Gross Proceeds of $5,453,980

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, October 30, 2023 - Commerce Resources Corp. (TSXV:CCE)(FSE:D7H0) (the "Company" or "Commerce") is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering"), as described in its news release dated September 18, 2023. The Offering was over-subscribed, and the Company has received subscription agreements and subscription funds from subscribers to acquire 68,174,150 Units at a price of $0.08 per Unit for gross proceeds of $5,453,980. Each Unit consists of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share (each, a "Warrant Share") at a price of $0.12 per Warrant Share for a period of three (3) years from the closing date. The Company paid cash finder's fees as follows: $3,448 to Canaccord Genuity Corp.

("Canaccord"), $4,396 to PI Financial Corp. ("PI"), $132,000 to Churchill SIG Pty Ltd. ("Churchill"), $6,160 to EDE Asset Management Inc. ("EDE"), $2,800 to Glores Securities Inc. ("Glores") and $840 to Haywood Securities Inc. ("Haywood, and together with Canaccord, PI, Churchill, EDE and Glores, the "Finders"). In addition, the Company issued 5,600 finder's warrants to Canaccord, 54,950 finder's warrants to PI, 4,950,000 finder's warrants to Churchill, 6,160 finder's warrant to EDE, 35,000 finder's warrants to Glores and 10,500 finder's warrants to Haywood. The finder's warrants issued to Churchill entitle the holder to acquire one common share per finder's warrant at a price of $0.08 per share for a period of two years from the date of issuance. The finder's warrants issued to Canaccord, PI, Glores, EDE and Haywood entitle the holder to acquire one common share per finder's warrant at a price of $0.12 per share for a period of 36 months from the date of issuance.

The Units, Warrants, Shares and Warrant Shares, and the finder's warrants issued to the Finders and any common shares issued upon the exercise thereof, will be subject to a statutory hold period expiring four months and one day after closing of the Offering. In addition, and pursuant to the terms of the subscription agreements entered into between the Company and the subscribers who participated in the Offering, the Shares issued to any such subscriber as part of the Units, and any Warrant Shares that may be issuable to such subscriber upon exercise of the Warrants, are subject to a voluntary hold period of 12 months from the date of issuance.

The net proceeds from the sale of the Offering will be used for continued work on a new mineral resource estimate, an updated Preliminary Economic Assessment, to seek a listing on the Australian Stock Exchange and for general working capital purposes.

An insider of the Company subscribed for a total of 3,000,000 Units under the Offering. The acquisition by the insider constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which requires that the Company obtain a formal valuation for, and minority shareholder approval of, the related party transaction, unless exempt therefrom. The Company intends to rely on the exemptions set out in subsections 5.5(a) and 5.7(1)(a) of MI 61-101 from the formal valuation and minority shareholder approval requirements as the fair market value of the consideration for the Shares issued to "related parties" is not more than 25% of the Company's market capitalization.

None of the securities sold in connection with the Offering will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Commerce Resources Corp.

Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. The Company is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (>45% REO) mineral concentrates at high recovery (>70%) in line with active global producers. In addition to being one of the largest rare earth deposits globally, Ashram is also one of the largest fluorspar deposits globally and has the potential to be a long-term supplier to the met-spar and acid-spar markets.

For more information, please visit the corporate website at www.commerceresources.com or email info@commerceresources.com.

On Behalf of the Board of Directors
Commerce Resources Corp.

"Chris Grove"

Chris Grove
CEO, President and Director
Tel: 604.484.2700
Email: cgrove@commerceresources.com
Web: http://www.commerceresources.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Statements

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the expectations of management regarding the use of proceeds of the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, that Exchange approval is required for the proposed Offering, that the Company will complete an updated preliminary economic assessment; that the Company will obtain a listing on an Australian stock exchange; that the Ashram deposit has the potential to become one of the largest fluorspar deposits and a long-term supplier to the met-spar and acid-spar markets; that the Company is positioning to be a long-term supplier of mixed rare earth carbonate and /or NdPr oxide to the global market; and that the Company is positioning to be one of the lowest cost rare earth element producers globally. Although the Company believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including that: the proceeds of the Offering may not be used as stated in this news release and those additional risks set out in the Company's public documents filed on SEDAR at www.sedar.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

SOURCE: Commerce Resources Corp.