News Release: Commerce Resources Corp. Closes Private Placements


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News Release: Commerce Resources Corp. Closes Private Placements

  1. 1. Commerce Resources Corp. Closes Private PlacementsNOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION,DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTOTHE UNITED STATES.December 12, 2012 - Commerce Resources Corp. (TSXv: CCE, FSE: D7H, OTCQX: CMRZF) (the“Company” or “Commerce”) is pleased to announce that it has closed a brokered private placement(previously announced November 26, 2012) with Marquest Capital Markets and Casimir Capital Ltd.(the “Agents”) in the amount of 6,438,890 flow-through eligible units (the “FT Units”) at a price of$0.18 per FT Unit for gross proceeds of $1,159,000.20 (the “Brokered Private Placement”).The FT Units consist of one flow-through common share (a “FT Share”) and one half of one non-transferable share purchase warrant (each, a “Warrant”). One whole Warrant will entitle the holder topurchase one additional common share (a “Warrant Share”) of the Company at a price of $0.25 perWarrant Share until June 11, 2014. The FT Units, FT Shares, Warrants and Warrant Shares are subjectto a hold period expiring on April 12, 2013.The Company paid the Agents a cash commission of 8% of the gross sales of Brokered FT Units andissued 8% of the number of Brokered FT Units sold in options (the “Agents’ Option”) to purchaseadditional common shares (the “Agents’ Option Share”), with each Agents’ Option being exercisable ata price of $0.25 per Agents’ Option Share until June 11, 2014.The Company also announces that it has closed a non-brokered private placement of 7,336,664 FT Unitsfor gross proceeds of $1,320,599.70(the “Non-Brokered Placement”). The FT Units were issued at thesame price and on the same terms as the Brokered Private Placement. No finder’s fee or commissionswere paid.The proceeds from the Brokered Private Placement and Non-Brokered Placement will be utilized forqualified exploration expenditures on the Company’s Blue River Tantalum and Niobium, and EldorRare Earth Element Projects.About Commerce Resources Corp.Commerce Resources Corp. is an exploration and development company with a particular focus on raremetal and rare earth element deposits with the potential for economic grades and large tonnages. TheCompany is focused on the development of its Upper Fir Tantalum and Niobium Deposit in BritishColumbia and the Ashram Rare Earth Element Deposit in northern Quebec.CW5863080.2
  2. 2. -2-On Behalf of the Board of DirectorsCOMMERCE RESOURCES CORP.“David Hodge”David HodgePresident and DirectorTel: 604 484 2700Email: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.