Mr. Chris Grove reports

COMMERCE RESOURCES INCORPORATES CAPACITOR METALS CORP. FOR ITS BLUE RIVER PROPERTY

Further to its news of June 22, 2023, and its intention to spin out its Blue River property, Commerce Resources Corp. has incorporated Capacitor Metals Corp., a British Columbia company which is currently a wholly owned subsidiary of Commerce.

Capacitor Metals will ultimately hold all the British Columbia claims comprising the Blue River property owned by the company, including the advanced Upper Fir tantalum and niobium deposit, for which a preliminary economic assessment (Amec, Foster, Wheeler) was completed and published in 2011, and an updated resource was released in June, 2013.

Following the completion of a new National Instrument 43-101 technical report on the Blue River property, an information circular will be prepared and filed by the company in connection with a meeting of shareholders, and a record date will be announced for the meeting.

As previously indicated in the company's news release dated June 22, 2023, it is anticipated that the spinout would be carried out by way of statutory plan of arrangement pursuant to the Business Corporations Act (British Columbia) (the BCBCA). Under the terms of the spinout, shareholders of the company would receive common shares of Capacitor Metals in relation to the number of common shares of the company that they hold. There would be no change in shareholders' holdings in the company as a result of the spinout.

In connection with the spinout, it is expected that Capacitor Metals will complete one or more private placement offerings on terms to be determined by Capacitor Metals, the net proceeds of which would be used to finance, among other things, the working capital, and research and development needs of Capacitor Metals.

Completion of the spinout will be subject to approval of the TSX Venture Exchange and the Supreme Court of British Columbia, as well as approval of the shareholders of the company at a special meeting of the company.

Further details of the spinout will be announced in the near future. Shareholders are cautioned that the final details of the spinout are still to be determined and there is no certainty that the spinout will be completed on the terms currently proposed or at all.

About Commerce Resources Corp.

Commerce Resources 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 neodymium-praseodymium oxide to the global market. The Ashram deposit is characterized by simple rare earth (monazite, bastnaesite and xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (over 45 per cent rare earth oxides) mineral concentrates at high recovery (over 70 per cent) 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.

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