File: '\\swfile\EmailIn\20240716 111525 Attachment COMMERCE - News Release for Early Warning Report for Churchill.docx'

Churchill SIG Pty Ltd. Files Early Warning Report

Acquisition

VANCOUVER, JULY 16, 2024 - Churchill SIG Pty Ltd. (the "Acquiror") announces that effective on June 21, 2024, it acquired ownership of 2,144,444 flow-through units (each, a "FT Unit") of Commerce Resources Corp. (the "Company") in connection with a private placement offering of FT Units by the Company (the "Offering").

In addition, the Acquiror received 3,231,945 finder's warrants (each, a "Finder's Warrant") as partial consideration for certain services rendered to the Company in connection with the Offering.

Each FT Unit consists of one common share in the capital of the Company (each, a "Share") and one transferable common share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder to acquire one additional Share (each, a "Warrant Share") at a price of $0.25 per Warrant Share for a period of 24 months from the closing date. Each Finder's Warrant entitles the Acquiror to acquire one additional Share (a "Finder's Warrant Share") 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.

Prior to the closing of the Offering (the "Closing"), the Acquiror directly owned and controlled an aggregate of:

7,797,500 Shares,

6,387,500 Shares issuable on exercise of Warrants, and

4,950,000 Shares issuable on exercise of Finder's Warrants,

which represented 4.6% of the 168,021,555 issued and outstanding Shares, on a non-diluted basis. If the Acquiror were to exercise the Warrants and Finder's Warrants, the Acquiror would directly own and control 19,135,000 Shares or 10.7% 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, and

8,981,944 Shares issuable on exercise of Warrants, and

8,181,945 Shares issuable on exercise of Finder's Warrants,

which represents 5.1% of the 196,021,555 issued and outstanding Shares as of June 21, 2024, the date of the issuance of the FT Units and Finder's Warrants, on a non-diluted basis. If the Acquiror were to exercise the Warrants and Finder's Warrants, the Acquiror would directly own and control 27,105,833 Shares or 12.7% 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 above transaction with the applicable securities regulatory authorities. A copy of the Early Warning Report is available on SEDAR+ at www.sedarplus.ca under the profile of the Company.

CHURCHILL SIG PTY LTD.

"Jeremy Robinson"

Director

Tel: +61 (0) 431 722 330

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.