Mr. Chris Grove reports

COMMERCE RESOURCES CORP. ANNOUNCES EXTENSION TO PRIVATE PLACEMENT OF UP TO 16,000,000 UNITS TO RAISE GROSS PROCEEDS OF UP TO $2,016,000

Commerce Resources Corp. has requested and has received acceptance from the TSX Venture Exchange to extend the deadline to complete its previously announced non-brokered private placement offering of up to 16 million units at a price of 12.6 cents per unit for gross proceeds of up to $2,016,000. The offering was announced on June 12, 2024, and the deadline to complete the offering is Aug. 26, 2024. The previous deadline was July 27, 2024.

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 25 cents per share for a period of two years from closing of the offering.

Pursuant to a binding engagement agreement entered into between Commerce and Churchill Sig Pty. Ltd., Churchill will act as exclusive lead manager for the offering, for a term of up to three months, to introduce potential qualified subscribers to the company in connection with a portion of the offering. Churchill will not provide the services in Canada or for the benefit of Canadian residents and any potential subscribers introduced by Churchill will not be residents of Canada.

As consideration for the services, and upon completion of the offering, the company has agreed to pay Churchill a cash fee equal to 5 per cent of the amount raised under the offering from persons introduced by Churchill, and to issue such number of non-transferable share purchase warrants that equals 12.5 per cent of the total number of units issued to persons introduced by Churchill under the offering. Each finder's warrant will entitle the holder to acquire one additional common share in the capital of the company at a price of 20 cents per finder's warrant share for a period of two years from the date of issuance of the finder's warrants. The company has also agreed to pay Churchill's reasonable fees and expenses in connection with the services, up to $10,000. Churchill shall have a right of first refusal to act as lead manager in connection with any other equity offerings undertaken by the company within a 12-month period following completion of the offering. The units, shares, warrants, warrant shares, finder's warrants and finder's warrant shares are collectively referred to herein as the securities.

The offering will be conducted pursuant to one or more prospectus exemptions available to the company, including, without limitation, the accredited investor exemption set out in Section 2.3 of National Instrument 45-106 (Prospectus Exemptions) and the prospectus exemption set out in British Columbia Instrument 72-503 (Distribution of Securities Outside British Columbia).

In addition to the fee payable to Churchill in connection with any persons introduced by Churchill, the company may pay finders' fees consisting of cash, securities or a combination thereof to other parties in connection with the persons introduced to Commerce by such other parties, all 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.

The net proceeds from the sale of the offering will be used toward completion of the updated PEA (preliminary economic assessment) for the Ashram REE (rare earth element)/fluorspar deposit and general working capital.

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.

We seek Safe Harbor.