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Canadian international purchases remaining interest in carbo


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Canadian international purchases remaining interest in carbo

  1. 1. Commerce Resources Corp. and Canadian International Minerals Inc. Amend Option Agreement for Carbo Rare Earth Property   September 23, 2011 - Commerce Resources Corp. (TSXv: CCE, FSE: D7H, OTCQX:CMRZF) (the “Company” or “Commerce”) and Canadian International Minerals Inc. (TSXv:CIN) (“Canadian International”) are pleased to jointly announce that they have entered into anamending agreement with respect to the Carbo Property Option Agreement (see Commerce newsrelease dated February 10, 2009).Under the amendment, Canadian International will immediately acquire a 100% interest in theCarbo Property by issuing an additional 8,000,000 common shares to Commerce. Commercewill retain its 2% NSR royalty on the property with no buyback right. Canadian International willalso void any amounts due from Commerce for prior exploration under the original optionagreement. The transaction is subject to acceptance by the TSX Venture Exchange.Concurrently, Commerce shall subscribe for $300,000 worth of Units (the “Units”) intoCanadian International’s recently announced private placement. Each Unit will consist of onecommon share and one-half of one transferable share purchase warrant (each whole warrant, a"Warrant"). Each Warrant will entitle Commerce to purchase one additional share of CanadianInternational for a period of 24 months from the closing date at a price of $0.25 per share in thefirst year and $0.30 per share in the second year. Commerce will also have the right of firstrefusal to participate in any future Canadian International financings up to 19.9% of theaggregate value of the respective offerings.The Carbo Property comprises seven claims totaling 2,778 hectares and is accessible by all-weather gravel roads. The project is located 80 kilometres northeast of Prince George, B.C.within the Wicheeda-Carbo carbonatite camp and is directly contiguous with Spectrum MiningCorporation’s Wicheeda Rare Earth Discovery. Commerce acquired the four main claims thatmake up the property by staking in 2005.About Commerce Resources Corp.Commerce Resources Corp. is focused on building shareholder value through the discovery anddevelopment of Canadian rare metal and rare earth element deposits. Commerce’s principalassets are its Blue River Tantalum-Niobium Project in British Columbia and its Eldor Rare EarthProject in Quebec.At Blue River, Commerce is advancing its Upper Fir Tantalum and Niobium Deposit throughdevelopment with a Preliminary Economic Assessment in the advanced stages of completion. Atthe Eldor Project, Commerce’s 2010 exploration program led to the discovery of a significant
  2. 2. new rare earth deposit known as Ashram. Commerce reported an initial NI 43-101 InferredResource Estimate for Ashram and is continuing exploration and drilling in combination withmetallurgical, mineralogical and environmental work. The data from these studies will be used toundertake a resource update and Preliminary Economic Assessment for the deposit. The AshramDeposit is a large tonnage rare earth discovery and is ranked as one of the largest rare earthdeposits outside of China.Commerce Resources Corp. trades on the TSX Venture Exchange under the symbol “CCE”, theFrankfurt Stock Exchange under the symbol “D7H” and the U.S. OTCQX under the symbol“CMRZF.”For more information on Commerce Resources Corp. visit the corporate website at or contact investor relations at 1.866.484.2700 orinfo@commerceresources.comOn Behalf of the Board of DirectorsCOMMERCE RESOURCES CORP.“David Hodge”David HodgePresident and DirectorTel: 604.484.2700TF: 866.484.2700Email: 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.Statements 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 Canadian International will immediately acquire a 100% interest in the CarboProperty by issuing an additional 8,000,000 common shares to Commerce, that Commerce will retain its 2% NSRroyalty on the property with no buyback right, that Canadian International will void any amounts due fromCommerce for prior exploration under the original option agreement, that Commerce shall subscribe for $300,000worth of Units into Canadian International’s recently announced private placement, and that Commerce will havethe right of first refusal to participate in any future Canadian International financings up to 19.9% of the aggregatevalue of the respective offering.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 economic, competitive, governmental,environmental and technological factors that may affect the Companys operations, markets, products and prices.Factors that could cause actual results to differ materially may include misinterpretation of data; that we may notbe able to get equipment or labour as we need it; that we may not be able to raise sufficient funds to complete ourintended exploration and development; that our applications to drill may be denied; that weather, logisticalproblems or hazards may prevent us from exploration; that equipment may not work as well as expected; that
  3. 3. analysis of data may not be possible accurately; that results which we or others have found in any particularlocation are not necessarily indicative of larger areas of our properties; that we may not complete environmentalprograms in a timely manner or at all; that market prices for rare earth elements may not justify commercialproduction costs; and that despite encouraging data there may be no commercially exploitable mineralization onour properties.Readers should refer to the risk disclosures outlined in the Companys Management Discussion & Analysis of itsaudited financial statements filed with the British Columbia Securities Commission.