News Release: Commerce Resources Corp. Closes Private Placement

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Commerce Resources Corp. closes a $1.68 million private placement with NCP Northland Capital Partners Inc. The proceeds will be used to advance the Company's Eldor Rare Earth Project and the Blue River Tantalum-Niobium Project.

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News Release: Commerce Resources Corp. Closes Private Placement

  1. 1. Commerce Resources Corp. Closes 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.August 7, 2012 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H; OTCQX: CMRZF)(the “Company”) is pleased to announce that it has closed a private placement of $1,680,499.80as previously announced on July 16, 2012.The Company engaged NCP Northland Capital Partners Inc. (the “Agent”) to act as lead agent inconnection with a private placement of 5,436,666 units at a price of $0.30 per unit. Each unitwill consist of one flow-through common share and one half of one non flow-through commonshare purchase warrant. Each whole share purchase warrant is exercisable into one commonshare of the Company for a period of two years at a price of $0.40 per share in the first year and$0.48 per share in the second year. The securities issued will be subject to a four-month holdperiod expiring December 3, 2012. The TSX Venture Exchange (the “TSXV”) provided theCompany with conditional approval on July 19, 2012.The Company paid the Agent a commission of $114,169.99 being 7% of the gross sales of unitsand issued to the Agent 380,567 Compensation Options being 7% of the number of units sold inthe private placement. Each Compensation Option being exercisable into common shares fortwo years at a price of $0.30.The Company also closed a non-brokered private placement with units having the same termsand conditions as the brokered portion described above in the amount of $49,500. The securitiesissued will be subject to a four-month hold period expiring December 4, 2012.The proceeds of both the brokered and non brokered private placement will be used to advancethe Company’s Eldor Rare Earth Project and the Blue River Tantalum-Niobium Project.For more information on Commerce Resources Corp., visit the corporate website athttp://www.commerceresources.com or email info@commerceresources.com.
  2. 2. -2-On Behalf of the Board of DirectorsCOMMERCE RESOURCES CORP.“David Hodge”David HodgePresident and DirectorTel: 604 484 2700TF: 866.484.2700Email: info@commerceresources.comWeb: 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.

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