Commerce Resources Corp. Announces Private Placement of up to 16,000,000 Units to Raise Gross Proceeds of up to $2,016,000

Rhea-AI Summary

Commerce Resources has announced a non-brokered private placement to issue up to 16,000,000 units at $0.126 per unit, targeting gross proceeds of $2,016,000. Each unit contains one common share and one warrant, with the warrant allowing the purchase of an additional share at $0.25 within two years. Churchill SIG Pty will act as the exclusive lead manager for a portion of the offering, earning a 5% cash fee and 12.5% in non-transferable share purchase warrants for their services. The net proceeds will be used for the updated PEA of the Ashram REE/Fluorspar Deposit and general working capital. All securities will have a statutory hold period of four months and one day, and the offering is subject to TSX Venture Exchange approval.

Positive

• Commerce Resources aims to raise up to $2,016,000 through the offering.
• Each unit includes one common share and one warrant, providing additional investment opportunities.
• The net proceeds will support the updated PEA for the Ashram REE/Fluorspar Deposit, a key project.
• Churchill SIG Pty brings specialized expertise as the exclusive lead manager.
• The offering includes a statutory hold period, enhancing investor confidence.
• Potential for increased equity offerings with Churchill’s first refusal right for 12 months.

Negative

• Issuance of up to 16,000,000 units may dilute existing shareholders.
• Churchill SIG Pty earns a 5% cash fee and 12.5% in warrants, adding to the costs.
• Securities issued will be subject to a four-month hold period, limiting liquidity for investors.
• Offering completion is contingent on TSX Venture Exchange approval, introducing regulatory risk.
• The private placement excludes US investors, potentially limiting the investor base.

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

VANCOUVER, BC / ACCESSWIRE / June 12, 2024 / Commerce Resources Corp. (TSXV:CCE)(FSE:D7H0) (the "Company" or "Commerce") is pleased to announce a non-brokered private placement offering consisting of the issuance of up to 16,000,000 units (each, a "Unit") at a price of $0.126 per Unit for gross proceeds of up to $2,016,000 (the "Offering"). Each Unit will consist of one common share of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to purchase one Share at a price of $0.25 per Share for a period of two (2) years from closing of the Offering (the "Closing").

Pursuant to a binding engagement agreement ("Term Sheet") entered into between Commerce and Churchill SIG Pty Ltd. ("Churchill"), Churchill will act as exclusive lead manager for the Offering, for a term of up to three (3) months, to introduce (the "Services") potential qualified subscribers to the Company in connection with a portion of the Offering (the "Churchill Portion"). Churchill will not provide the Services in Canada or for the benefit of Canadian residents, and any potential subscribers introduced by Churchill will not be residents of Canada.

As consideration for the Services, and upon completion of the Offering, the Company has agreed to pay Churchill a cash fee (the "Cash Fee") equal to 5% of the amount raised under the Offering from persons introduced by Churchill, and to issue such number of non-transferable share purchase warrants (the "Finder's Warrants") that equals 12.5% of the total number of Units issued to persons introduced by Churchill under the Offering. Each Finder's Warrant will entitle the holder to acquire one additional common share (a "Finder's Warrant Share") in the capital of the Company at a price of $0.20 per Finder's Warrant Share for a period of two (2) years from the date of issuance of the Finder's Warrants. The Company has also agreed to pay Churchill's reasonable fees and expenses in connection with the Services, up to $10,000. Churchill shall have a right of first refusal to act as lead manager in connection with any other equity offerings undertaken by the Company within a 12-month period following completion of the Offering. The Units, Shares, Warrants, Warrant Shares, Finder's Warrants and Finder's Warrant Shares are collectively referred to herein as the "Securities".

The Offering will be conducted pursuant to one or more prospectus exemptions available to the Company, including, without limitation, the "accredited investor" exemption set out in Section 2.3 of National Instrument 45-106 - Prospectus Exemptions and the prospectus exemption set out in BC Instrument 72-503 - Distribution of Securities Outside British Columbia.

In addition to the fee payable to Churchill in connection with any persons introduced by Churchill, the Company may pay finders' fees consisting of cash, securities or a combination thereof to other parties in connection with the persons introduced to Commerce by such other parties, all 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.

The net proceeds from the sale of the Offering will be used towards completion of the updated PEA for the Ashram REE/ Fluorspar Deposit and general working capital.

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
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 Services to be provided by Churchill, the expectations of management regarding the proposed Offering, the expectations of management regarding the use of proceeds of the Offering, closing conditions for 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 Ashram deposit has the potential to become one of the largest fluorspar deposits and a long-term supplier to the mixed rare earth carbonate, NdPr oxide, and met-spar and acid-spar markets; 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 Company may not complete the Offering on terms favorable to the Company or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this news release; the Company may be unable to satisfy all of the conditions to the Closing; 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.

View the original press release on accesswire.com

FAQ

What is the offering price for Commerce Resources units?

The offering price for Commerce Resources units is $0.126 per unit.

How much does Commerce Resources aim to raise through the offering?

Commerce Resources aims to raise up to $2,016,000 through the offering.

What does each unit in the Commerce Resources offering include?

Each unit includes one common share and one warrant, with the warrant allowing the purchase of an additional share at $0.25 within two years.

What will the net proceeds from the Commerce Resources offering be used for?

The net proceeds will be used for the updated PEA of the Ashram REE/Fluorspar Deposit and general working capital.

What is the hold period for securities issued in the Commerce Resources offering?

The securities issued will have a statutory hold period of four months and one day.

Who is acting as the exclusive lead manager for the Commerce Resources offering?

Churchill SIG Pty will act as the exclusive lead manager for a portion of the offering.

What is the cash fee paid to Churchill SIG Pty for their services in the offering?

Churchill SIG Pty will receive a cash fee equal to 5% of the amount raised from persons they introduce.

What are the terms for the additional share purchase warrants offered to Churchill SIG Pty ?

Churchill SIG Pty will receive non-transferable share purchase warrants equal to 12.5% of the total units issued to persons they introduce.

Is the Commerce Resources offering open to US investors?

No, the offering is not for distribution to US newswire services or for dissemination in the United States.

What approvals are required for the completion of the Commerce Resources offering?

The offering is subject to approval by the TSX Venture Exchange.