Mr. Chris Grove reports

COMMERCE RESOURCES CORP. CLOSES PRIVATE PLACEMENT WITH INVESTMENT FROM RESSOURCES QUEBEC

Commerce Resources Corp. has completed the non-brokered private placement financing described in its news release of Dec. 19, 2016. In connection with the closing, the company sold an aggregate of 34,350,450 units at a price of five cents per unit for gross proceeds of $1,717,522.50.

Ressources Quebec has participated for 20 million shares for a total investment of $1-million in this private placement.

Company president Chris Grove stated: "We are excited to have the support of the Quebec government with this investment from Ressources Quebec. The province of Quebec continues to prove that it is one of the most attractive jurisdictions to develop a mineral project. We are excited to be advancing our Ashram project with this financing."

Each unit consists of one common share of the company and one share purchase warrant. Each warrant is exercisable into one additional share at a price of 7.5 cents per share in the first year after issuance and at 10 cents per share in the second year after issuance.

The net proceeds from the offering will be primarily used for the completion of the company's pilot plant, the production of representative samples of rare earth element concentrates and fluorite concentrate for delivery to interested parties, and for general working capital.

The company paid cash finders' fees of $12,950 and issued 259,000 share purchase warrants to two finders in connection with certain subscriptions in the financing. The finders' warrants have the same terms as the warrants.

Insiders of the company were issued an aggregate of 300,000 units under the financing, which constituted a related party transaction within the meaning of Multilateral Instrument 61-101 -- protection of minority securityholders in special transactions. The issuance to insiders is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b), as the company's shares are not listed on a specified market, and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101, in that the fair market value of the consideration of the shares issued to the related parties did not exceed 25 per cent of the company's market capitalization.

The securities issued under the financing, and the shares that may be issuable on exercise of the warrants and the finders' warrants, are subject to a statutory hold period expiring on June 17, 2017.