Mr. Ross Carroll reports

COMMERCE RESOURCES CORP. CLOSES PRIVATE PLACEMENT OF 16,000,000 UNITS AND RAISES GROSS PROCEEDS OF $2,016,000

Commerce Resources Corp. has closed its previously announced non-brokered private placement offering of 16 million units at a price of 12.6 cents per unit for gross proceeds of up to $2,016,000. Each unit consists 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 an engagement agreement between the company and Churchill SIG Pty. Ltd., the company paid cash finders' fees to Churchill in the amount of approximately $70,235 and issued 1,393,551 finders' warrants to Churchill as consideration for their services in introducing certain non-Canadian resident investors to the company who acquired securities in connection with the distribution. Each finder's warrant entitles Churchill 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 units, shares, warrants, warrant shares, finders' warrants and finder's warrant shares are subject to a statutory hold period expiring four months and one day after closing of the offering.

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.

Certain directors, officers and other insiders of the company acquired securities pursuant to and in connection with the offering. Such transactions constitute related party transactions within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. These transactions are exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's common shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the consideration paid to the related party did not exceed 25 per cent of the company's market capitalization.

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

We seek Safe Harbor.