News Release: Commerce Resources Corp. Announces $2.0 Million Private Placement
Commerce Resources Corp. Announces $2 Million Private PlacementNOT 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.July 13, 2012 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H; OTCQX: CMRZF) (the“Company”) is pleased to announce that it has engaged NCP Northland Capital Partners Inc. (the“Agent”) to act as lead agent in connection with a private placement of up to 6,666,666 units at aprice of $0.30 per unit.Each unit will consist of one flow-through common share and one half of one non flow-throughcommon share purchase warrant. Each whole share purchase warrant is exercisable into onecommon share of the Company for a period of two years at a price of $0.40 per share in the firstyear and $0.48 per share in the second year. The securities issued will be subject to a four-monthhold period from the date of closing. The private placement is subject to the approval of theTSX Venture Exchange (the “TSXv”).The Company will pay to the Agent a commission of 7% of the gross sales of units and issue tothe Agent 7% of the number of units sold in Compensation Options, with each CompensationOption being exercisable for 2 years at a price of $0.30.The proceeds of the private placement will be used to advance the Company’s Eldor Rare EarthProject, Blue River Tantalum-Niobium Project, and for general working capital.For more information on Commerce Resources Corp., visit the corporate website athttp://www.commerceresources.com or email email@example.com.On Behalf of the Board of DirectorsCOMMERCE RESOURCES CORP.“David Hodge”David HodgePresident and DirectorTel: 604 484 2700TF: 866.484.2700Email: firstname.lastname@example.orgWeb: http://www.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.
-2-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 for grossproceeds of $2,000,000.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.