Mr. Chris Grove reports

COMMERCE RESOURCES CORP. ANNOUNCES CLOSING OF OVERSUBSCRIBED PRIVATE PLACEMENT

Commerce Resources Corp. has completed its previously announced non-brokered private placement, as described in its news release dated May 8, 2020, pursuant to which it has issued an aggregate of 6,686,939 units at a price of 18 cents per unit for gross proceeds of $1,203,649. Each unit consists of one common share in the capital of the company and one common share purchase warrant. Each warrant is exercisable into one additional share at a price of 24 cents per share for a period of five years from the closing date. The offering was oversubscribed by $203,649.

Company president Chris Grove stated: "I would like to express my sincere gratitude to the investors who have participated in this oversubscribed financing for Commerce Resources. This capital will be transformative in allowing us to complete top priority programs such as the impurity suppression, ahead of production, of an acid-grade fluorspar sample, for delivery to industry as requested. We are very happy that long-time shareholders participated so significantly, and we are very happy that new investors who understand that our Ashram REE/Fluorspar deposit benefits significantly from having simple mineralogy allowing us to use standard processing to great effect, found this to be an attractive investment too."

The company paid cash finders' fees of $4,662 and issued 21,700 finders' warrants to certain finders in connection with the offering. The finders' warrants have the same terms and conditions as the warrants.

The aggregate gross proceeds from the sale of the offering will be used to advance the developments of the company's Ashram REE deposit in Quebec and for working capital.

The securities issued under the offering, and the shares that may be issuable on exercise of the warrants and the finders' warrants, are subject to a statutory hold period expiring four months and one day from the date of closing.

Zimtu Capital Corp., a public company of which David Hodge and Chris Grove, directors and officers of the company, are directors of, was issued one million units under the offering, which constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The issuance to the insider is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's 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 of the securities issued to the related parties did not exceed 25 per cent of the company's market capitalization.

About Commerce Resources Corp.

Commerce Resources is an exploration and development company with a particular focus on deposits of rare metals and rare earth elements. The company is focused on the development of its Ashram rare earth and fluorspar deposit in Quebec and the Upper Fir tantalum-niobium deposit in British Columbia.