Mr. Jeremy Robinson of Churchill SIG reports

CHURCHILL SIG PTY LTD. FILES EARLY WARNING REPORT

Effective on June 21, 2024, Churchill SIG Pty. Ltd. (the acquiror) acquired ownership of 2,144,444 flow-through units of Commerce Resources Corp. in connection with a private placement offering of flow-through units by the company.

In addition, the acquiror received 3,231,945 finder warrants as partial consideration for certain services rendered to the company in connection with the offering.

Each flow-through unit consists of one common share in the capital of the company and one transferable common share purchase warrant. Each warrant entitles the holder to acquire one additional share at a price of 25 cents per warrant share for a period of 24 months from the closing date. Each finder warrant entitles the acquiror to acquire one additional share at a price of 20 cents per finder warrant share for a period of two years from the date of issuance of the finder warrants.

Prior to the closing of the offering, the acquiror directly owned and controlled an aggregate of:

• 7,797,500 shares;
• 6,387,500 shares issuable on exercise of warrants;
• 4.95 million shares issuable on exercise of finder warrants.

These shares represented 4.6 per cent of the 168,021,555 issued and outstanding shares, on a non-diluted basis. If the acquiror were to exercise the warrants and finder warrants, the acquiror would directly own and control 19,135,000 shares, or 10.7 per cent of the issued and outstanding shares, calculated on a partially diluted basis.

Following the closing, the acquiror directly and indirectly owns and controls an aggregate of:

• 9,491,944 shares;
• 8,981,944 shares issuable on exercise of warrants;
• 8,181,945 shares issuable on exercise of finder warrants.

These shares represent 5.1 per cent of the 196,021,555 issued and outstanding shares as of June 21, 2024, the date of the issuance of the flow-through units and finder warrants, on a non-diluted basis. If the acquiror were to exercise the warrants and finder warrants, the acquiror would directly own and control 27,105,833 shares, or 12.7 per cent of the issued and outstanding shares calculated on a partially diluted basis.

The securities were purchased for investment purposes. The acquiror intends to monitor the business and affairs of the company, including its financial performance, and depending upon these factors, market conditions and other factors, additional securities of the company may be acquired as is considered or deemed appropriate. Alternatively, some or all of the securities described herein may be disposed of in compliance with applicable securities regulatory requirements.

The acquiror has filed an early warning report pursuant to National Instrument 62-103F1, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, describing the transaction herein, with the applicable securities regulatory authorities. A copy of the early warning report is available on SEDAR+ under the profile of the company.