Commerce Resources Corp. Announces Private Placements and                    Appointment to Board of DirectorsNOT FOR DIST...
since 2004, and has significant contacts within the financial communities in North America andEurope. Mr. Grove currently ...
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News Release: Commerce Resources Corp. Announces Private Placements & Appointment to Board of Directors

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Commerce Resources Corp. (TSXv: CCE) annoucned that it had engaged Marquest Capital Markets and Casmir Capital Ltd. to act as lead agent in connection with a private placement. In addition, the company announced the appointment of Mr. Christopher Grove to the Board of Directors.

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Transcript of "News Release: Commerce Resources Corp. Announces Private Placements & Appointment to Board of Directors"

  1. 1. Commerce Resources Corp. Announces Private Placements and Appointment to Board of DirectorsNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, INOR INTO THE UNITED STATES.November 23, 2012 - Commerce Resources Corp. (TSXv: CCE, FSE: D7H, OTCQX:CMRZF) (the “Company” or “Commerce”) is pleased to announce that it has engaged MarquestCapital Markets and Casmir Capital Ltd. (the “Agents”) to act as lead agent in connection with aprivate placement of up 11,111,112 flow-through eligible units at a price of $0.18 per unit forgross proceeds of $2,000,000 and up to 3,333,334 common share units at a price of $0.15 perunit for gross proceeds of $500,000.In addition the Company announces a non-brokered flow-through eligible private placement ofup to 6,666,667 units at $0.18 per unit for gross proceeds of $1,200,000.The flow-through units will consist of one flow-through common share and one half of one non-transferable share purchase warrant. Each whole share purchase warrant will entitle the holder topurchase one additional common share of the Company at a price of $0.25 per share for a periodof 18 months from the date of issuance.The common share units will consist of one common share and one half of a non-transferableshare purchase warrant. Each whole share purchase warrant will entitle the holder to purchaseone additional common share of the Company at a price of $0.25 per share for a period of 18months from the date of issuance.The Company will pay to the Agent a commission of 8% of the gross sales of units and issue tothe Agent 8% of the number of units sold in Compensation Options, with each CompensationOption being exercisable for eighteen (18) months at a price of $0.25 per share. Other finder’sfees may be payable in accordance with the policies of the TSX Venture Exchange (“TSXv”).The securities issued will be subject to a four-month hold period from the date of closing. Theprivate placement is subject to the approval of the TSXv.The proceeds from the unit offering will be utilized for qualified exploration expenditures on theCompany’s Blue River Tantalum and Niobium, and Eldor Rare Earth Element Projects.In addition, the Company is pleased to announce the appointment of Mr. Christopher Grove tothe Board of Directors. Mr. Grove has worked as Corporate Communications for the Company
  2. 2. since 2004, and has significant contacts within the financial communities in North America andEurope. Mr. Grove currently sits on the board of two TSX Venture Exchange companies.About Commerce Resources Corp.Commerce Resources Corp. is an exploration and development company with a particular focuson rare metal and rare earth element deposits with the potential for economic grades and largetonnages. The Company is focused on the development of its Upper Fir Tantalum and NiobiumDeposit in British Columbia and the Ashram Rare Earth Element Deposit in northern Quebec.For more information on Commerce Resources Corp. visit the corporate website athttp://www.commerceresources.com.On Behalf of the Board of DirectorsCOMMERCE RESOURCES CORP.“David Hodge”David HodgePresident and DirectorTel: 604.484.2700Email: dhodge@commerceresources.com 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.Forward-Looking StatementsStatements in this document which are not purely historical are forward-looking statements, including anystatements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements inthis news release include that Commerce Resources Corp. will complete a brokered private placement and a non-brokered private placement for gross proceeds of up to $3,700,000.It is important to note that actual outcomes and the Companys actual results could differ materially from those insuch forward-looking statements. Risks and uncertainties include, but are not limited to, economic, competitive,governmental, environmental and technological factors that may affect the Companys operations, markets, productsand prices. Investors who have indicated their investment intent may not close as expected. Readers should refer tothe risk disclosures outlined in the Companys Management Discussion and Analysis of its audited financialstatements filed with the British Columbia Securities Commission.

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