Mr. Chris Grove reports

COMMERCE RESOURCES CORP. ANNOUNCES CONTINUATION OF $3 M PRIVATE PLACEMENT

Commerce Resources Corp., further to its news releases of Aug. 27, 2019, and Aug. 28, 2019, is continuing with its previously announced non-brokered private placement consisting of the issuance of up to 11,764,706 units at a price of 26 cents per unit for gross proceeds of up to $3-million. Insiders may participate in the offering. The company is in the process of closing a first tranche of the private placement and the company intends on closing additional tranches of the private placement.

A portion or all of the offering may be completed pursuant to Multilateral Notice 45-313 -- Prospectus Exemption for Distributions to Existing Security Holders and the corresponding blanket orders and rules in the participating jurisdictions. The company has set Aug. 26, 2019, as the record date for the purpose of determining shareholders entitled to participate in the offering in reliance on the existing shareholder exemption. Qualifying shareholders who wish to participate in the offering should contact the company. In the event that aggregate subscriptions for units under the offering exceed the maximum number of securities to be distributed, then units will be sold to qualifying subscribers on a pro rata basis based on the number of units subscribed for. In addition to conducting the offering pursuant to the existing shareholder exemption, the offering will also be conducted pursuant to other available prospectus exemptions.

Each unit will consist of one common share of the company and one common share purchase warrant, with each warrant entitling the holder to purchase one share at a price of 35 cents per share for the first year and 50 cents for the second year following the closing of the offering.

Finders' fees may be payable in connection with the offering in accordance with the policies of the TSX Venture 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 but is expected to be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101.

The aggregate gross proceeds from the sale of the offering will be used to advance the developments of the company's Ashram rare earth element deposit in Quebec.

About Commerce Resources Corp.

Commerce Resources 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.

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