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Commerce Resources Corp. Reports Robust Economics from Preliminary
    Economic Assessment for the Ashram Rare Earth Element Deposit, Northern
                                    Quebec

 
Highlights
    Study results show a strongly positive cash flow from a 4,000 tonne per day open-pit
       operation at Ashram with a 25-year mine life, a pre-tax and pre-finance Net Present
       Value (NPV) at a 10% discount rate of $2.32 billion, a pre-tax/pre-finance Internal Rate
       of Return (IRR) of 44% and a pre-tax/pre-finance payback period of 2.25 years.

         SGS’s economic evaluation was based on the March 6, 2012 resource estimate which
          used a base case geologic cut-off grade of 1.25% TREO and provided 29.3 million tonnes
          (Mt) of measured and indicated resource, as well as 219.8 Mt of inferred resource
          averaging 1.88% TREO.

         The rare earth elements at Ashram occur in simple and well-understood mineralogy,
          being primarily in the mineral monazite and to a lesser extent in bastnaesite and
          xenotime. These minerals dominate the currently known commercial extraction processes
          for rare earths.


May 24, 2012 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H; OTCQX: CMRZF) (the
“Company”) is pleased to announce the results of a positive National Instrument 43-101
compliant Preliminary Economic Assessment (PEA) for the Ashram Rare Earth Element (REE)
Deposit at the Eldor Property in Quebec. The PEA, prepared by independent consultants SGS
Canada Inc. – Geostat (SGS Geostat) of Montreal (Blainville), indicates that the deposit can be
developed economically as an open-pit mine and recommends future work applicable to the pre-
feasibility and feasibility phases of economic evaluation. The Eldor Property is located within
the Labrador Trough, northeastern Quebec, approximately 130 kilometres south of the
community of Kuujjuaq.

“The PEA displays robust economics for the Ashram Deposit, and recommends next steps for
the economic evaluation of this very large and highly strategic resource. The high NPV derives
partly from the value of the Ashram material in that it is enriched with all five of the critical
REE’s namely neodymium, europium, dysprosium, terbium and yttrium” states David Hodge,
President and CEO of Commerce Resources Corp. “Management believes that significant
benefits will be further realized during the next phase of metallurgy based on the testwork
completed to date, given the deposit’s simple mineralogy and history of successful commercial
processing of Ashram’s three host minerals. We look forward to initiating the pre-feasibility
study to demonstrate this.”
-2-




Key Findings of the PEA
 4,000 t/d, open-pit operation with 0.19:1 (waste:ore) strip ratio over 25 year mine life
 Pre-tax Net Present Value (NPV) of $2.32 billion dollars at a 10% discount rate
 Pre-tax Internal Rate of Return (IRR) of 44% and pre-tax payback period of 2.25 years
 Estimated capital cost of $763 million (including 25% contingency)
 Estimated operating cost of $95.20/tonne treated, or approximately $7.91/ kg of rare earth
   oxide (REO) produced
 Greater than 175 years worth of mineable mineralized material (open pit + underground)
   using a Cut-off Grade (CoG) of 1.25% TREO
 Annual production averaging ~16,850 tonnes of rare earth oxide over life of mine, including
   2,870 tonnes Nd oxide, 96 tonnes Eu oxide, 26 tonnes Tb oxide, 106 tonnes Dy oxide, and
   440 tonnes Y oxide
 Rare earth element host mineralogy (monazite, bastnaesite, and xenotime) comprises phases
   amenable to recovery with processing using conventional and proven techniques




Basis for the Study: the Base Case Scenario

The base case scenario used for the PEA outlines a 4,000 tonne per day (t/d) open-pit mining
operation (350 days per year). The mineralized material will be upgraded on site to a minimum
10% total rare earth oxide (TREO) mineral concentrate, using conventional flotation techniques,
resulting in a mass reduction of 87.3%. The material will be subjected to sulphuric acid cracking
on site to produce a mixed rare earth carbonate (REC) product. Recoveries at the mineral
concentrate and acid cracking stages are anticipated to be at least 70% and 95% respectively, for
a final overall recovery of 66.5%. Using an in-pit average head grade of 1.81% TREO, a total of
approximately 16,850 tonnes of a rare earth oxide (REO) is anticipated to be produced annually
over a 25 year mine life.

The mixed REC product will be trucked north 185 km, on an all-weather road that Commerce
will construct, to a storage and docking facility at Mackay’s Island, north of Kuujjuaq, at Ungava
Bay. The product will be stored and shipped during the 3 or 4 months of the year that shipping
lanes are operational.


Mineral Resource Estimate and Geological Setting

The PEA uses the updated mineral resource estimate for the Ashram Deposit (SGS Geostat,
2012), released March 6, 2012, which is an approximate 100% increase in tonnage over the
Company’s initial inferred mineral resource estimate. This resource includes all drilling
completed at the Ashram Deposit to date (15,691.74 m in 45 holes). The mineral resource
estimate is as follows:
-3-


                Confidence                        TREO          LREO          MREO          HREO         MHREO         MHREO/TREO
    Cut-off      Category       Tonnage (t)        (%)           (%)           (%)           (%)          (%)             (%)
     1.25         Measured        1,590,000        1.77           1.60         0.089         0.085          0.17              9.8%
                  Indicated      27,670,000        1.90           1.77         0.073         0.056          0.13              6.7%
                   Inferred     219,800,000        1.88           1.77         0.068         0.045          0.11              6.0%

   The base case TREO cut-off grade (CoG) for the reporting of the 2012 mineral resource estimate was retained from the 2011 base case CoG
    of 1.25% TREO. Using the Ashram basket price of $35.02 per kg, the marginal (mill) CoG was calculated at 0.51% TREO. Although all
    material above 0.51% TREO is considered economic, a mining CoG of 1.25% TREO was selected in order to maximize the mill feed grade.
   LREO (Light Rare Earth Oxides) = La2O3 + Ce2O3 + Pr2O3 + Nd2O3
   MREO (Middle Rare Earth Oxides) = Sm2O3 + Eu2O3 + Gd2O3
   HREO (Heavy Rare Earth Oxides) = Tb2O3 + Dy2O3 + Ho2O3 + Er2O3 + Tm2O3 + Yb2O3 + Lu2O3 + Y2O3
   MHREO (Middle and Heavy Rare Earth Oxides) = MREO + HREO
   MHREO / TREO, ratio expressed as a percent



The Ashram Deposit hosts a well-balanced rare earth distribution throughout in addition to
significant enrichment over all five of the rare earths considered to be ‘critical’ (Nd, Eu, Tb, Dy,
and Y). Within the overall resource, there exists a zone of more intense Middle and Heavy Rare
Earth Oxide (MHREO) enrichment, termed the ‘MHREO Zone’. This type of MHREO
enrichment is unique to Ashram and extends from surface with significant tonnage and grade
(6.55 Mt at 1.63% TREO of measured and indicated, and 2.79 Mt at 1.57% TREO of inferred).
Overall, the Ashram Deposit has a pervasive enrichment in the MHREOs, with the MHREO
Zone itself an area of more intense enrichment occurring directly at surface that extends to
depths in excess of 175 m.

The rare earth mineralized footprint at Ashram extends approximately 700 m along strike, over
500 m across, and to depths exceeding 600 m. Mineralization remains open to the north, south,
at depth, and is not fully constrained to the west and east.


Mine Design and Operations

The mining scenario will be a 4,000 t/d open-pit operation supporting an initial mine life of 25
years. At the current CoG of 1.25% TREO the deposit contains enough material to support a
mining operation of more than 175 years (open-pit + underground). If the calculated economic
CoG of 0.51% TREO is used, the mining operations could be sustained for 300 years (open-pit +
underground) with potential for significant expansion as the deposit remains open.

The mine site infrastructure will consist of a camp, airport, power plant, fuel and acid farms,
emulsion plant, and processing/tailings facilities for the production of a mixed REC product.

The initial open-pit will lie almost entirely within mineable mineralized material, centred on the
MHREO Zone, and will consist of three push back phases. Conventional mining equipment will
be used, such as trucks, loaders, and hydraulic shovels on 5 m benches. The in-pit material
consists of 35 Mt of mineralized material at a head grade of 1.81% TREO with only 6.7 Mt of
waste material. Minimal overburden is present over the deposit resulting in a near negligible
strip ratio of 0.19:1 (waste:ore) with the grade of mineralized material increasing over time.
Waste rock and overburden will be used as construction material during year zero, including
material used to dyke off the northern portion of Centre Pond where the open-pit site currently
lies under ~0.5-3 m of water.
-4-


Mining will occur for 350 days of the year resulting in 1,400,000 tonnes per year (t/yr) of
mineralized material mined. An average of approximately 16,850 tonnes of REO, in a REC
product, will be produced annually over the initial 25 year mine life. The pit will reach ~175 m
depth allowing for open-pit operations to be sustained many years past the initial 25 year mine
life plan. The production schedule proposed by SGS is presented in the Tables 1 and 2.

Table 1: Proposed Mine Life Production Schedule
          2,500,000                                                                                                                                2.1

                                                                                                                                                   2
          2,000,000 

                                                                                                                                                   1.9
          1,500,000 
 TONNES




                                                                                                                                                         %TREO
                                                                                                                                                   1.8              Waste
          1,000,000 
                                                                                                                                                   1.7              Ore
           500,000 
                                                                                                                                                   1.6
                                                                                                                                                                    %TREO

                 ‐                                                                                                                                 1.5
                       0   1   2   3   4   5   6    7     8   9   10    11   12   13   14   15   16   17   18   19   20   21   22   23   24   25

                                                                              YEAR




Table 2: Production of Individual REO

                       Year                             0-5              6-10                11-15               16-20               21-25                       Total

    Mill input      tonnes                         7 000 000           7 000 000            7 000 000           7 000 000           7 000 000            35 000 000
 Grade input       %TREO                                1,72                1,73                 1,77                1,86                1,94                  1,81
    La oxide        tonnes                            19 200              19 700               20 300              21 400              23 000               103 600
    Ce oxide        tonnes                            36 400              36 800               37 700              39 500              42 530               192 930
    Pr oxide        tonnes                             3 900               3 900                4 000               4 200               4 500                20 500
    Nd oxide        tonnes                            13 900              13 800               14 000              14 500              15 600                71 800
    Sm oxide        tonnes                             1 900               1 900                1 900               2 000               2 180                 9 880
    Eu oxide        tonnes                               470                 460                  460                 480                 520                 2 390
    Gd oxide        tonnes                             1 200               1 100                1 100               1 200               1 300                 5 900
    Tb oxide        tonnes                               130                 120                  120                 130                 140                   640
    Dy oxide        tonnes                               530                 500                  500                 540                 590                 2 660
     Y oxide        tonnes                             2 200               2 100                2 100               2 200               2 400                11 000
      Total         tonnes                            79 830              80 380               82 180              86 150              92 760               421 300
All tonnages are rounded



Metallurgy and Processing

Metallurgical testwork on a representative sample of the Ashram Deposit is ongoing at Hazen
Research Inc. (Hazen) in Colorado. After initial experimentation with several separation
techniques, flotation was identified as the most promising and has thus been the chief upgrading
process utilized so far. To date, testwork has focused on initial grinding and determination of the
best rare earth collectors and carbonate depressants.

Flotation results to date show significant upgrading to a rare earth mineral concentrate.
Presently, the best results obtained in the laboratory are a mineral concentrate grade of
approximately 10.37% TREO at 73.4% recovery and another of 11.18% TREO at a 68.5%
-5-


recovery using conventional flotation techniques with no attempt at optimization. This
represents a TREO upgrading of nearly six times the original grade at favourable recoveries with
a corresponding 85-90% reduction from the original feed weight. In addition, it has been
demonstrated that all three rare earth bearing minerals (monazite, bastnaesite, and xenotime)
liberate together and share conventional processing techniques.

The PEA base case considers physical upgrading at the mine site by way of conventional
grinding and flotation techniques to produce a 10% TREO mineral concentrate at 70% recovery
(12.7% of the original feed weight).

The process plant, as envisaged, will produce a rare earth mineral concentrate by conventional
froth flotation. It will incorporate the following sections: run-of-mine material storage, a one-
stage crushing plant, crushed material storage, SAG milling with screen classification followed
by a single-stage ball milling with cyclone classification, flotation of the rare earth minerals,
concentrate thickening and filtering, tailings handling, water and reagents distribution.

According to Mr. Roland Schmidt, Director of Hazen’s Mineralogy Laboratories and who is
directing the Ashram testwork:

“There is no technical obstacle that would prevent [the project] from reaching the current target
of 20% TREO [concentrate] at a recovery of 60 to 70%. It is expected that an improvement of
this magnitude should be possible in view of the relatively simple, albeit fine-grained,
mineralization and also because the flotation chemistry for separation of the types of minerals
present from a carbonate matrix, is an established and commercially proven technology”.

Cracking of the mineral concentrate will be completed at the mine site using standard techniques
common to the rare earth minerals monazite, bastnaesite and xenotime. Acid cracking with
concentrated sulphuric acid will remove the impurities (e.g. Ca, F, P, Th, Fe) and precipitate the
rare earth elements as carbonates which will be sold to market. The process and economics for
producing a mixed REO end-product, as a potential alternative to an REC product, will be
evaluated in a pre-feasibility study.


Economic Analysis

Capital Expenditures (CAPEX)

The total required capital investment for the Ashram Deposit is estimated at $763 million (M)
and includes a contingency of 25%. The costs are broken down in Table 3.
-6-



Table 3: Capital Expenditure Breakdown

                    Item                                                        Cost (millions) % of Total
                    Port Facility Upgrades (Mackay’s Island)                            $42                  5.5%
                    Road (Kuujjuaq to mine site)                                        $204                 26.7%
                    Infrastructure (mine site)                                          $287                 37.7%
                    Equipment                                                           $21                  2.8%
                    EPCM/Administration (10%)                                           $56                  7.3%
                    Contingency (25%)                                                   $153                 20.0%
                                                                  TOTAL                 $763                 100%

The largest expense of the project is the construction of a ~185 km all-weather road from the
mine site to the shipping facilities at Mackay’s Island, north of Kuujjuaq. The PEA includes
100% of the cost for the construction and maintenance of the road. However, the Government of
Quebec has recently announced its ambitious infrastructure and sustainable development plan for
the north called Plan Nord. Part of this plan is to complete a land link (road or rail) and hydro-
electric power line connecting Kuujjuaq to the south via the Labrador Trough. The route, as
currently proposed, would run within 35 km of the Ashram Deposit. The Government of Quebec
has stressed the flexible and dynamic nature of Plan Nord and the need for industry involvement
to help finance and develop its final route. As such, Commerce intends to work with the
Government to integrate our planned shipping and transport route with the Government’s
infrastructure plan. These efforts may help offset construction and associated maintenance costs.

Operating Expenditures (OPEX)

The total estimated operating expenditures for the Ashram Deposit are $95.20 / tonne treated or
$7.91/ kg REO produced. Operating expenditures are relatively low due to the negligible
overburden, open-pit mining method, and simple mineralogy that is amenable to
conventional processing techniques. The costs are broken down in Table 4.

Table 4: Operating Expenditure Breakdown

     Cost type                    $/tonne treated                      $/kg REO                       Total cost ($)
Mining (open-pit)                       6.23                              0.52                             217,900,000
G&A                                    47.70                              3.96                           1,669,500,000
Processing
           Flotation                     23.87
                                                                           3.43                           1,444,450,000
      Acid Cracking                      17.40
Total                                    95.20                             7.91                           3,331,850,000
   Mining includes drilling, blasting, mucking, hauling, and auxiliary
   G&A includes staff salaries, flights, camp costs, power, acid/mineralized material transportation and storage
   Processing includes consumables, spare parts, salaries, and power


Much of the G&A costs are due to transportation of acid and other consumables. Trade-off
studies will be completed to evaluate the economic savings of building some of these facilities
further south, however, this was outside the scope of the PEA.
-7-


Price Deck and Market Analysis

The selected oxides values used to estimate the economic potential of the Ashram Project are a
combination of multiple analysts’ consensus forecast at year 2017 as compiled by Deloitte.
Many recent analyst and market reports were consulted including: Roskill Information Services,
CIBC, MetalPages.com, IMCOA, Mackie Research Capital Corporation, Dundee Securities
Corporation, and Cormark Securities Inc., in addition to reviewing the values used in recent
PEA/PFS studies of company peers.

The scenario used in the PEA evaluates sale of a pure mixed REC product rather than individual
separated oxides. As such, a discount of 25% was applied to the price deck as Commerce would
not be able to fully profit from individual oxide prices. This discount was calculated based on
the evaluation of separation facility costs for similar projects in addition to an added
contingency. The REO price deck used in the PEA, along with the 25% discounted prices, is
presented in Table 5.

Table 5: Rare Earth Oxide Price Deck for PEA
             Oxide                  Original $/Kg       *Discounted $/kg
                Lanthanum           $       15.00       $          11.25
                    Cerium          $       10.00       $            7.50
             Praseodymium           $       76.00       $          57.00
               Neodymium            $       77.00       $          57.75
                 Samarium           $       12.00       $            9.00
                  Europium          $      905.00       $         678.75
                Gadolinium          $       45.00       $          33.75
                   Terbium          $      980.00       $         735.00
               Dysprosium           $      800.00       $         600.00
                   Yttrium          $       28.00       $          21.00
   **Ashram Basket Price             $          35.03   $          26.27
      (Overall Resource)
 ***Ashram Basket Price              $          38.43   $          28.82
       (In-pit Resource)
* Discount of 25% applied to each individual oxide
** Resource effective March 6, 2012
*** Refer to Table 2 of this News Release


It should be noted that much uncertainty remains with respect to future rare earth pricing, and
forecasting more than five years ahead must be done with caution. Supply forecasts range
considerably providing for the dramatic differences in industry price decks seen over the last 12
months. With the real possibility that China will continue to reduce exports, and restrict
production from their rare earth producers as it strives to consolidate the industry, new
production coming on stream will not automatically result in softer prices for the rare earth
sector. The economics of the PEA show that the Ashram Deposit can absorb a significant
decline in the values used in this price deck and still remain profitable.
-8-




Discounted Cash Flow Analysis

The Ashram consolidated cash flow model is presented in Table 6. The project hosts a pre-tax
Net Present Value (NPV) of $2,318,000,000 and a pre-tax Internal Rate of Return (IRR) of 44%
with a payback of 2.25 years at a discount rate of 10%.

Table 6: Discounted Cash Flow for Base Case Scenario

Item                                       Unit     Value
Pre-tax and Pre-finance NPV                  $      2,318,000,000
Pre-tax and Pre-finance IRR                  %      44
Pre-tax and Pre-finance Payback period*     year    2.25
Discount Rate                                %      10
* from start of production
* exchange rate 1:1 (CAN$:US$)


Total operating costs of the project are estimated to be $3,331,850,000 while total revenues are
estimated to be $12,059,196,450 for a pre-tax benefit of $8,727,346,450. No consideration is
given for a potential fluorite or phosphate by-product during the PEA.

Sensitivity Analysis

A sensitivity analysis was performed on the base case scenario using major variables that have
the greatest impact on the overall economics of the project: oxide value discount, basket price
(or overall recovery revenues), capital expenditures (CAPEX) and operating expenditures
(OPEX). The analysis indicates that the economics of the project are most influenced by oxide
pricing and overall processing recovery which is commonly the case for such projects. The
results are presented in Table 7.
-9-


Table 7: Sensitivity Analysis at 10% discount rate


                        Variation          Discount       NPV (M$)      IRR
                          -30%                      18%         2 719         50%
                          -20%                      20%         2 604         48%
  Oxide Value             -10%                      23%         2 432         46%
   Discount                 0                       25%         2 318         44%
                          +10%                      28%         2 145         42%
                          +20%                      30%         2 031         40%
                          +30%                      33%         1 859         37%
                       Variation*         Basket Price    NPV (M$)      IRR
                          -30%          $         24,52         1 028         25%
                          -20%          $         28,02         1 458         32%
                          -10%          $         31,53         1 888         38%
  Basket Price
                            0           $         35,03         2 318         44%
                          +10%          $         38,53         2 747         50%
                          +20%          $         42,04         3 177         56%
                          +30%          $         45,54         3 607         63%
                        Variation           OPEX          NPV (M$)      IRR
                          -30%          $      2 332,40         2 683         49%
                          -20%          $      2 665,60         2 561         48%
                          -10%          $      2 998,80         2 439         46%
     OPEX
                            0           $      3 332,00         2 318         44%
                          +10%          $      3 665,20         2 196         42%
                          +20%          $      3 998,40         2 074         40%
                          +30%          $      4 331,60         1 953         39%
                        Variation           CAPEX         NPV (M$)      IRR
                          -30%          $        534,10         2 546         63%
                          -20%          $        610,40         2 470         55%
                          -10%          $        686,70         2 394         49%
    CAPEX
                            0           $        763,00         2 318         44%
                          +10%          $        839,30         2 241         40%
                          +20%          $        915,60         2 165         37%
                          +30%          $        991,90         2 089         34%
                        Variation          Recovery       NPV (M$)      IRR
                          -30%                      47%         1 029         25%
                          -20%                      53%         1 458         32%
                          -10%                      60%         1 888         38%
   Recovery
                            0                       67%         2 318         44%
                          +10%                      73%         2 747         50%
                          +20%                      80%         3 177         56%
                          +30%                      86%         3 607         63%
*While oxides values discount remains at 25%
- 10 -


Opportunities for Improvement

Opportunities for improved economics have been identified in multiple areas. These include:

      Additional upgrading of the mineral concentrate, where no technical obstacle has been
       observed, and further optimization once the proper collectors and depressants have been
       identified;
      Improved recoveries based on favourable results and trends thus far;
      Additional cracking information to evaluate the exact amount of acid required
       (anticipated to be less than the 1 tonne acid per 1 tonne concentrate used in PEA);
      Economic trade-off studies for concentrate cracking in southern Quebec (e.g. near
       Montreal);
      Economic trade-off study for concentrate cracking to produce a mixed REO instead of a
       REC
      Potential partnering with the Quebec Government on the advancing infrastructure of Plan
       Nord;
      Potential of higher grade mineralized material at surface directly north of the current pit
       location that may be included in the pit during a PFS; and
      Potential for acid-grade fluorspar and phosphate by-products.


NI 43-101 Disclosure

The following Qualified Persons, as defined by National Instrument 43-101, for the report are
SGS Geostat employees, based out of Montreal (Blainville): Gaston Gagnon, Principal Mining
Engineer, Ing. and Gilbert Rousseau, Principal Metallurgical Engineer, Ing. All of the Qualified
Persons have read and approved the contents of this news release.

Mr. Jody Dahrouge, B.Sc., P.Geol., Commerce Resources Corp., a Qualified Person, reviewed
and approved the disclosure of the technical information in this news release with respect to the
exploration.

A technical report on the Eldor Project Preliminary Economic Assessment will be completed
within 45 days and will be filed on SEDAR and the Company’s website.

Results of the PEA represent forward-looking information. This economic assessment is by
definition preliminary in nature and it includes inferred mineral resources that are considered too
speculative to have the economic considerations applied to them that would enable them to be
categorized as mineral reserves. There is no certainty that the preliminary economic assessment
will be realized. Conditions and parameters of the project are subject to change based on the
final filing of the PEA on SEDAR within 45 days of this release. Mineral resources are not
mineral reserves as they do not have demonstrated economic viability.
- 11 -


About Commerce Resources Corp.
Commerce Resources Corp. is an exploration and development company with a particular focus
on tantalum, niobium and rare metal deposits with potential for economic grades and large
tonnages. The Company is specifically focused on the development of its Eldor Rare Earth
Element Project in northern Quebec and the Upper Fir Tantalum and Niobium Deposit in British
Columbia.

For more information please visit the corporate website at http://www.commerceresources.com
or contact Investor Relations at 1.866.484.2700 or info@commerceresources.com.


On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.

“David Hodge”
David Hodge
President and Director
Tel: 604 484 2700
TF: 866.484.2700
Email: info@commerceresources.com
Web: 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.

Forward-Looking Statements
This news release contains forward-looking information which is subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ from those projected in the forward-looking
statements. Forward looking statements in this press release include that we will have positive cash flow for a
potential 4,000 tonnes per day open pit operation at the Eldor property; that we will have opportunities for
optimization in the geology and mining areas; that our property has measured mineral resources totaling 1.59 million
tonnes containing 1.77% TREO, indicated mineral resources totaling 27.67 million tonnes containing 1.90% TREO
and inferred mineral resources totaling 219.8 million tonnes containing 1.88% TREO; that total estimated capital
cost to design and build a mine is CAD$763M; that operating costs over the life of mine are estimated at
CAD$95.20/t treated; and the projected method of mining and its results. These forward-looking statements are
based on the opinions and estimates of management and its consultants at the date the information is disseminated.

It is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information. Risks that could change or prevent these
statements from coming to fruition include changing costs for mining and processing and their impact on the cut off
grade established; increased capital costs; changing forecasts of mine production rates; the timing and content of
upcoming work programs; geological interpretations based on drilling that may change with more detailed
information; potential process methods and mineral recoveries assumption based on limited test work and by
comparison to what are considered analogous deposits that with further test work may not be comparable; the
availability of labour, equipment and markets for the products produced; market pricing for the products produced;
and despite the current expected viability of the project, conditions changing such that the minerals on our property
cannot be economically mined, or that the required permits to build and operate the envisaged mine can be obtained.

The forward-looking information contained herein is given as of the date hereof and the Company assumes no
responsibility to update or revise such information to reflect new events or circumstances, except as required by law.

Readers should refer to the risk disclosures outlined in the Company's Management Discussion & Analysis of its
audited financial statements filed with the British Columbia Securities Commission.

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Robust Economics for Ashram Rare Earth Deposit PEA

  • 1. Commerce Resources Corp. Reports Robust Economics from Preliminary Economic Assessment for the Ashram Rare Earth Element Deposit, Northern Quebec   Highlights  Study results show a strongly positive cash flow from a 4,000 tonne per day open-pit operation at Ashram with a 25-year mine life, a pre-tax and pre-finance Net Present Value (NPV) at a 10% discount rate of $2.32 billion, a pre-tax/pre-finance Internal Rate of Return (IRR) of 44% and a pre-tax/pre-finance payback period of 2.25 years.  SGS’s economic evaluation was based on the March 6, 2012 resource estimate which used a base case geologic cut-off grade of 1.25% TREO and provided 29.3 million tonnes (Mt) of measured and indicated resource, as well as 219.8 Mt of inferred resource averaging 1.88% TREO.  The rare earth elements at Ashram occur in simple and well-understood mineralogy, being primarily in the mineral monazite and to a lesser extent in bastnaesite and xenotime. These minerals dominate the currently known commercial extraction processes for rare earths. May 24, 2012 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H; OTCQX: CMRZF) (the “Company”) is pleased to announce the results of a positive National Instrument 43-101 compliant Preliminary Economic Assessment (PEA) for the Ashram Rare Earth Element (REE) Deposit at the Eldor Property in Quebec. The PEA, prepared by independent consultants SGS Canada Inc. – Geostat (SGS Geostat) of Montreal (Blainville), indicates that the deposit can be developed economically as an open-pit mine and recommends future work applicable to the pre- feasibility and feasibility phases of economic evaluation. The Eldor Property is located within the Labrador Trough, northeastern Quebec, approximately 130 kilometres south of the community of Kuujjuaq. “The PEA displays robust economics for the Ashram Deposit, and recommends next steps for the economic evaluation of this very large and highly strategic resource. The high NPV derives partly from the value of the Ashram material in that it is enriched with all five of the critical REE’s namely neodymium, europium, dysprosium, terbium and yttrium” states David Hodge, President and CEO of Commerce Resources Corp. “Management believes that significant benefits will be further realized during the next phase of metallurgy based on the testwork completed to date, given the deposit’s simple mineralogy and history of successful commercial processing of Ashram’s three host minerals. We look forward to initiating the pre-feasibility study to demonstrate this.”
  • 2. -2- Key Findings of the PEA  4,000 t/d, open-pit operation with 0.19:1 (waste:ore) strip ratio over 25 year mine life  Pre-tax Net Present Value (NPV) of $2.32 billion dollars at a 10% discount rate  Pre-tax Internal Rate of Return (IRR) of 44% and pre-tax payback period of 2.25 years  Estimated capital cost of $763 million (including 25% contingency)  Estimated operating cost of $95.20/tonne treated, or approximately $7.91/ kg of rare earth oxide (REO) produced  Greater than 175 years worth of mineable mineralized material (open pit + underground) using a Cut-off Grade (CoG) of 1.25% TREO  Annual production averaging ~16,850 tonnes of rare earth oxide over life of mine, including 2,870 tonnes Nd oxide, 96 tonnes Eu oxide, 26 tonnes Tb oxide, 106 tonnes Dy oxide, and 440 tonnes Y oxide  Rare earth element host mineralogy (monazite, bastnaesite, and xenotime) comprises phases amenable to recovery with processing using conventional and proven techniques Basis for the Study: the Base Case Scenario The base case scenario used for the PEA outlines a 4,000 tonne per day (t/d) open-pit mining operation (350 days per year). The mineralized material will be upgraded on site to a minimum 10% total rare earth oxide (TREO) mineral concentrate, using conventional flotation techniques, resulting in a mass reduction of 87.3%. The material will be subjected to sulphuric acid cracking on site to produce a mixed rare earth carbonate (REC) product. Recoveries at the mineral concentrate and acid cracking stages are anticipated to be at least 70% and 95% respectively, for a final overall recovery of 66.5%. Using an in-pit average head grade of 1.81% TREO, a total of approximately 16,850 tonnes of a rare earth oxide (REO) is anticipated to be produced annually over a 25 year mine life. The mixed REC product will be trucked north 185 km, on an all-weather road that Commerce will construct, to a storage and docking facility at Mackay’s Island, north of Kuujjuaq, at Ungava Bay. The product will be stored and shipped during the 3 or 4 months of the year that shipping lanes are operational. Mineral Resource Estimate and Geological Setting The PEA uses the updated mineral resource estimate for the Ashram Deposit (SGS Geostat, 2012), released March 6, 2012, which is an approximate 100% increase in tonnage over the Company’s initial inferred mineral resource estimate. This resource includes all drilling completed at the Ashram Deposit to date (15,691.74 m in 45 holes). The mineral resource estimate is as follows:
  • 3. -3- Confidence TREO LREO MREO HREO MHREO MHREO/TREO Cut-off Category Tonnage (t) (%) (%) (%) (%) (%) (%) 1.25 Measured 1,590,000 1.77 1.60 0.089 0.085 0.17 9.8% Indicated 27,670,000 1.90 1.77 0.073 0.056 0.13 6.7% Inferred 219,800,000 1.88 1.77 0.068 0.045 0.11 6.0%  The base case TREO cut-off grade (CoG) for the reporting of the 2012 mineral resource estimate was retained from the 2011 base case CoG of 1.25% TREO. Using the Ashram basket price of $35.02 per kg, the marginal (mill) CoG was calculated at 0.51% TREO. Although all material above 0.51% TREO is considered economic, a mining CoG of 1.25% TREO was selected in order to maximize the mill feed grade.  LREO (Light Rare Earth Oxides) = La2O3 + Ce2O3 + Pr2O3 + Nd2O3  MREO (Middle Rare Earth Oxides) = Sm2O3 + Eu2O3 + Gd2O3  HREO (Heavy Rare Earth Oxides) = Tb2O3 + Dy2O3 + Ho2O3 + Er2O3 + Tm2O3 + Yb2O3 + Lu2O3 + Y2O3  MHREO (Middle and Heavy Rare Earth Oxides) = MREO + HREO  MHREO / TREO, ratio expressed as a percent The Ashram Deposit hosts a well-balanced rare earth distribution throughout in addition to significant enrichment over all five of the rare earths considered to be ‘critical’ (Nd, Eu, Tb, Dy, and Y). Within the overall resource, there exists a zone of more intense Middle and Heavy Rare Earth Oxide (MHREO) enrichment, termed the ‘MHREO Zone’. This type of MHREO enrichment is unique to Ashram and extends from surface with significant tonnage and grade (6.55 Mt at 1.63% TREO of measured and indicated, and 2.79 Mt at 1.57% TREO of inferred). Overall, the Ashram Deposit has a pervasive enrichment in the MHREOs, with the MHREO Zone itself an area of more intense enrichment occurring directly at surface that extends to depths in excess of 175 m. The rare earth mineralized footprint at Ashram extends approximately 700 m along strike, over 500 m across, and to depths exceeding 600 m. Mineralization remains open to the north, south, at depth, and is not fully constrained to the west and east. Mine Design and Operations The mining scenario will be a 4,000 t/d open-pit operation supporting an initial mine life of 25 years. At the current CoG of 1.25% TREO the deposit contains enough material to support a mining operation of more than 175 years (open-pit + underground). If the calculated economic CoG of 0.51% TREO is used, the mining operations could be sustained for 300 years (open-pit + underground) with potential for significant expansion as the deposit remains open. The mine site infrastructure will consist of a camp, airport, power plant, fuel and acid farms, emulsion plant, and processing/tailings facilities for the production of a mixed REC product. The initial open-pit will lie almost entirely within mineable mineralized material, centred on the MHREO Zone, and will consist of three push back phases. Conventional mining equipment will be used, such as trucks, loaders, and hydraulic shovels on 5 m benches. The in-pit material consists of 35 Mt of mineralized material at a head grade of 1.81% TREO with only 6.7 Mt of waste material. Minimal overburden is present over the deposit resulting in a near negligible strip ratio of 0.19:1 (waste:ore) with the grade of mineralized material increasing over time. Waste rock and overburden will be used as construction material during year zero, including material used to dyke off the northern portion of Centre Pond where the open-pit site currently lies under ~0.5-3 m of water.
  • 4. -4- Mining will occur for 350 days of the year resulting in 1,400,000 tonnes per year (t/yr) of mineralized material mined. An average of approximately 16,850 tonnes of REO, in a REC product, will be produced annually over the initial 25 year mine life. The pit will reach ~175 m depth allowing for open-pit operations to be sustained many years past the initial 25 year mine life plan. The production schedule proposed by SGS is presented in the Tables 1 and 2. Table 1: Proposed Mine Life Production Schedule 2,500,000  2.1 2 2,000,000  1.9 1,500,000  TONNES %TREO 1.8 Waste 1,000,000  1.7 Ore 500,000  1.6 %TREO ‐ 1.5 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 YEAR Table 2: Production of Individual REO Year 0-5 6-10 11-15 16-20 21-25 Total Mill input tonnes 7 000 000 7 000 000 7 000 000 7 000 000 7 000 000 35 000 000 Grade input %TREO 1,72 1,73 1,77 1,86 1,94 1,81 La oxide tonnes 19 200 19 700 20 300 21 400 23 000 103 600 Ce oxide tonnes 36 400 36 800 37 700 39 500 42 530 192 930 Pr oxide tonnes 3 900 3 900 4 000 4 200 4 500 20 500 Nd oxide tonnes 13 900 13 800 14 000 14 500 15 600 71 800 Sm oxide tonnes 1 900 1 900 1 900 2 000 2 180 9 880 Eu oxide tonnes 470 460 460 480 520 2 390 Gd oxide tonnes 1 200 1 100 1 100 1 200 1 300 5 900 Tb oxide tonnes 130 120 120 130 140 640 Dy oxide tonnes 530 500 500 540 590 2 660 Y oxide tonnes 2 200 2 100 2 100 2 200 2 400 11 000 Total tonnes 79 830 80 380 82 180 86 150 92 760 421 300 All tonnages are rounded Metallurgy and Processing Metallurgical testwork on a representative sample of the Ashram Deposit is ongoing at Hazen Research Inc. (Hazen) in Colorado. After initial experimentation with several separation techniques, flotation was identified as the most promising and has thus been the chief upgrading process utilized so far. To date, testwork has focused on initial grinding and determination of the best rare earth collectors and carbonate depressants. Flotation results to date show significant upgrading to a rare earth mineral concentrate. Presently, the best results obtained in the laboratory are a mineral concentrate grade of approximately 10.37% TREO at 73.4% recovery and another of 11.18% TREO at a 68.5%
  • 5. -5- recovery using conventional flotation techniques with no attempt at optimization. This represents a TREO upgrading of nearly six times the original grade at favourable recoveries with a corresponding 85-90% reduction from the original feed weight. In addition, it has been demonstrated that all three rare earth bearing minerals (monazite, bastnaesite, and xenotime) liberate together and share conventional processing techniques. The PEA base case considers physical upgrading at the mine site by way of conventional grinding and flotation techniques to produce a 10% TREO mineral concentrate at 70% recovery (12.7% of the original feed weight). The process plant, as envisaged, will produce a rare earth mineral concentrate by conventional froth flotation. It will incorporate the following sections: run-of-mine material storage, a one- stage crushing plant, crushed material storage, SAG milling with screen classification followed by a single-stage ball milling with cyclone classification, flotation of the rare earth minerals, concentrate thickening and filtering, tailings handling, water and reagents distribution. According to Mr. Roland Schmidt, Director of Hazen’s Mineralogy Laboratories and who is directing the Ashram testwork: “There is no technical obstacle that would prevent [the project] from reaching the current target of 20% TREO [concentrate] at a recovery of 60 to 70%. It is expected that an improvement of this magnitude should be possible in view of the relatively simple, albeit fine-grained, mineralization and also because the flotation chemistry for separation of the types of minerals present from a carbonate matrix, is an established and commercially proven technology”. Cracking of the mineral concentrate will be completed at the mine site using standard techniques common to the rare earth minerals monazite, bastnaesite and xenotime. Acid cracking with concentrated sulphuric acid will remove the impurities (e.g. Ca, F, P, Th, Fe) and precipitate the rare earth elements as carbonates which will be sold to market. The process and economics for producing a mixed REO end-product, as a potential alternative to an REC product, will be evaluated in a pre-feasibility study. Economic Analysis Capital Expenditures (CAPEX) The total required capital investment for the Ashram Deposit is estimated at $763 million (M) and includes a contingency of 25%. The costs are broken down in Table 3.
  • 6. -6- Table 3: Capital Expenditure Breakdown Item Cost (millions) % of Total Port Facility Upgrades (Mackay’s Island) $42 5.5% Road (Kuujjuaq to mine site) $204 26.7% Infrastructure (mine site) $287 37.7% Equipment $21 2.8% EPCM/Administration (10%) $56 7.3% Contingency (25%) $153 20.0% TOTAL $763 100% The largest expense of the project is the construction of a ~185 km all-weather road from the mine site to the shipping facilities at Mackay’s Island, north of Kuujjuaq. The PEA includes 100% of the cost for the construction and maintenance of the road. However, the Government of Quebec has recently announced its ambitious infrastructure and sustainable development plan for the north called Plan Nord. Part of this plan is to complete a land link (road or rail) and hydro- electric power line connecting Kuujjuaq to the south via the Labrador Trough. The route, as currently proposed, would run within 35 km of the Ashram Deposit. The Government of Quebec has stressed the flexible and dynamic nature of Plan Nord and the need for industry involvement to help finance and develop its final route. As such, Commerce intends to work with the Government to integrate our planned shipping and transport route with the Government’s infrastructure plan. These efforts may help offset construction and associated maintenance costs. Operating Expenditures (OPEX) The total estimated operating expenditures for the Ashram Deposit are $95.20 / tonne treated or $7.91/ kg REO produced. Operating expenditures are relatively low due to the negligible overburden, open-pit mining method, and simple mineralogy that is amenable to conventional processing techniques. The costs are broken down in Table 4. Table 4: Operating Expenditure Breakdown Cost type $/tonne treated $/kg REO Total cost ($) Mining (open-pit) 6.23 0.52 217,900,000 G&A 47.70 3.96 1,669,500,000 Processing Flotation 23.87 3.43 1,444,450,000 Acid Cracking 17.40 Total 95.20 7.91 3,331,850,000  Mining includes drilling, blasting, mucking, hauling, and auxiliary  G&A includes staff salaries, flights, camp costs, power, acid/mineralized material transportation and storage  Processing includes consumables, spare parts, salaries, and power Much of the G&A costs are due to transportation of acid and other consumables. Trade-off studies will be completed to evaluate the economic savings of building some of these facilities further south, however, this was outside the scope of the PEA.
  • 7. -7- Price Deck and Market Analysis The selected oxides values used to estimate the economic potential of the Ashram Project are a combination of multiple analysts’ consensus forecast at year 2017 as compiled by Deloitte. Many recent analyst and market reports were consulted including: Roskill Information Services, CIBC, MetalPages.com, IMCOA, Mackie Research Capital Corporation, Dundee Securities Corporation, and Cormark Securities Inc., in addition to reviewing the values used in recent PEA/PFS studies of company peers. The scenario used in the PEA evaluates sale of a pure mixed REC product rather than individual separated oxides. As such, a discount of 25% was applied to the price deck as Commerce would not be able to fully profit from individual oxide prices. This discount was calculated based on the evaluation of separation facility costs for similar projects in addition to an added contingency. The REO price deck used in the PEA, along with the 25% discounted prices, is presented in Table 5. Table 5: Rare Earth Oxide Price Deck for PEA Oxide Original $/Kg *Discounted $/kg Lanthanum $ 15.00 $ 11.25 Cerium $ 10.00 $ 7.50 Praseodymium $ 76.00 $ 57.00 Neodymium $ 77.00 $ 57.75 Samarium $ 12.00 $ 9.00 Europium $ 905.00 $ 678.75 Gadolinium $ 45.00 $ 33.75 Terbium $ 980.00 $ 735.00 Dysprosium $ 800.00 $ 600.00 Yttrium $ 28.00 $ 21.00 **Ashram Basket Price $ 35.03 $ 26.27 (Overall Resource) ***Ashram Basket Price $ 38.43 $ 28.82 (In-pit Resource) * Discount of 25% applied to each individual oxide ** Resource effective March 6, 2012 *** Refer to Table 2 of this News Release It should be noted that much uncertainty remains with respect to future rare earth pricing, and forecasting more than five years ahead must be done with caution. Supply forecasts range considerably providing for the dramatic differences in industry price decks seen over the last 12 months. With the real possibility that China will continue to reduce exports, and restrict production from their rare earth producers as it strives to consolidate the industry, new production coming on stream will not automatically result in softer prices for the rare earth sector. The economics of the PEA show that the Ashram Deposit can absorb a significant decline in the values used in this price deck and still remain profitable.
  • 8. -8- Discounted Cash Flow Analysis The Ashram consolidated cash flow model is presented in Table 6. The project hosts a pre-tax Net Present Value (NPV) of $2,318,000,000 and a pre-tax Internal Rate of Return (IRR) of 44% with a payback of 2.25 years at a discount rate of 10%. Table 6: Discounted Cash Flow for Base Case Scenario Item Unit Value Pre-tax and Pre-finance NPV $ 2,318,000,000 Pre-tax and Pre-finance IRR % 44 Pre-tax and Pre-finance Payback period* year 2.25 Discount Rate % 10 * from start of production * exchange rate 1:1 (CAN$:US$) Total operating costs of the project are estimated to be $3,331,850,000 while total revenues are estimated to be $12,059,196,450 for a pre-tax benefit of $8,727,346,450. No consideration is given for a potential fluorite or phosphate by-product during the PEA. Sensitivity Analysis A sensitivity analysis was performed on the base case scenario using major variables that have the greatest impact on the overall economics of the project: oxide value discount, basket price (or overall recovery revenues), capital expenditures (CAPEX) and operating expenditures (OPEX). The analysis indicates that the economics of the project are most influenced by oxide pricing and overall processing recovery which is commonly the case for such projects. The results are presented in Table 7.
  • 9. -9- Table 7: Sensitivity Analysis at 10% discount rate Variation Discount NPV (M$) IRR -30% 18% 2 719 50% -20% 20% 2 604 48% Oxide Value -10% 23% 2 432 46% Discount 0 25% 2 318 44% +10% 28% 2 145 42% +20% 30% 2 031 40% +30% 33% 1 859 37% Variation* Basket Price NPV (M$) IRR -30% $ 24,52 1 028 25% -20% $ 28,02 1 458 32% -10% $ 31,53 1 888 38% Basket Price 0 $ 35,03 2 318 44% +10% $ 38,53 2 747 50% +20% $ 42,04 3 177 56% +30% $ 45,54 3 607 63% Variation OPEX NPV (M$) IRR -30% $ 2 332,40 2 683 49% -20% $ 2 665,60 2 561 48% -10% $ 2 998,80 2 439 46% OPEX 0 $ 3 332,00 2 318 44% +10% $ 3 665,20 2 196 42% +20% $ 3 998,40 2 074 40% +30% $ 4 331,60 1 953 39% Variation CAPEX NPV (M$) IRR -30% $ 534,10 2 546 63% -20% $ 610,40 2 470 55% -10% $ 686,70 2 394 49% CAPEX 0 $ 763,00 2 318 44% +10% $ 839,30 2 241 40% +20% $ 915,60 2 165 37% +30% $ 991,90 2 089 34% Variation Recovery NPV (M$) IRR -30% 47% 1 029 25% -20% 53% 1 458 32% -10% 60% 1 888 38% Recovery 0 67% 2 318 44% +10% 73% 2 747 50% +20% 80% 3 177 56% +30% 86% 3 607 63% *While oxides values discount remains at 25%
  • 10. - 10 - Opportunities for Improvement Opportunities for improved economics have been identified in multiple areas. These include:  Additional upgrading of the mineral concentrate, where no technical obstacle has been observed, and further optimization once the proper collectors and depressants have been identified;  Improved recoveries based on favourable results and trends thus far;  Additional cracking information to evaluate the exact amount of acid required (anticipated to be less than the 1 tonne acid per 1 tonne concentrate used in PEA);  Economic trade-off studies for concentrate cracking in southern Quebec (e.g. near Montreal);  Economic trade-off study for concentrate cracking to produce a mixed REO instead of a REC  Potential partnering with the Quebec Government on the advancing infrastructure of Plan Nord;  Potential of higher grade mineralized material at surface directly north of the current pit location that may be included in the pit during a PFS; and  Potential for acid-grade fluorspar and phosphate by-products. NI 43-101 Disclosure The following Qualified Persons, as defined by National Instrument 43-101, for the report are SGS Geostat employees, based out of Montreal (Blainville): Gaston Gagnon, Principal Mining Engineer, Ing. and Gilbert Rousseau, Principal Metallurgical Engineer, Ing. All of the Qualified Persons have read and approved the contents of this news release. Mr. Jody Dahrouge, B.Sc., P.Geol., Commerce Resources Corp., a Qualified Person, reviewed and approved the disclosure of the technical information in this news release with respect to the exploration. A technical report on the Eldor Project Preliminary Economic Assessment will be completed within 45 days and will be filed on SEDAR and the Company’s website. Results of the PEA represent forward-looking information. This economic assessment is by definition preliminary in nature and it includes inferred mineral resources that are considered too speculative to have the economic considerations applied to them that would enable them to be categorized as mineral reserves. There is no certainty that the preliminary economic assessment will be realized. Conditions and parameters of the project are subject to change based on the final filing of the PEA on SEDAR within 45 days of this release. Mineral resources are not mineral reserves as they do not have demonstrated economic viability.
  • 11. - 11 - About Commerce Resources Corp. Commerce Resources Corp. is an exploration and development company with a particular focus on tantalum, niobium and rare metal deposits with potential for economic grades and large tonnages. The Company is specifically focused on the development of its Eldor Rare Earth Element Project in northern Quebec and the Upper Fir Tantalum and Niobium Deposit in British Columbia. For more information please visit the corporate website at http://www.commerceresources.com or contact Investor Relations at 1.866.484.2700 or info@commerceresources.com. On Behalf of the Board of Directors COMMERCE RESOURCES CORP. “David Hodge” David Hodge President and Director Tel: 604 484 2700 TF: 866.484.2700 Email: info@commerceresources.com Web: 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. Forward-Looking Statements This news release contains forward-looking information which is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ from those projected in the forward-looking statements. Forward looking statements in this press release include that we will have positive cash flow for a potential 4,000 tonnes per day open pit operation at the Eldor property; that we will have opportunities for optimization in the geology and mining areas; that our property has measured mineral resources totaling 1.59 million tonnes containing 1.77% TREO, indicated mineral resources totaling 27.67 million tonnes containing 1.90% TREO and inferred mineral resources totaling 219.8 million tonnes containing 1.88% TREO; that total estimated capital cost to design and build a mine is CAD$763M; that operating costs over the life of mine are estimated at CAD$95.20/t treated; and the projected method of mining and its results. These forward-looking statements are based on the opinions and estimates of management and its consultants at the date the information is disseminated. It is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these statements from coming to fruition include changing costs for mining and processing and their impact on the cut off grade established; increased capital costs; changing forecasts of mine production rates; the timing and content of upcoming work programs; geological interpretations based on drilling that may change with more detailed information; potential process methods and mineral recoveries assumption based on limited test work and by comparison to what are considered analogous deposits that with further test work may not be comparable; the availability of labour, equipment and markets for the products produced; market pricing for the products produced; and despite the current expected viability of the project, conditions changing such that the minerals on our property cannot be economically mined, or that the required permits to build and operate the envisaged mine can be obtained. The forward-looking information contained herein is given as of the date hereof and the Company assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law. Readers should refer to the risk disclosures outlined in the Company's Management Discussion & Analysis of its audited financial statements filed with the British Columbia Securities Commission.