THIS PRESS RELEASE SHALL NOT BE DISTRIBUTED TO U.S. TRANSMISSION AGENCIES OR BE DISTRIBUTED IN THE UNITED STATES
Commerce Resources Corp. Announces Closing of Private Placement with Investment by Quebec Resources
February 17, 2017 – Commerce Resources Corp. (TSXv: CCE, ESF: D7H) (The “Company” or “Commerce”) is pleased to announce that it has completed the non-intermediate private placement financing (the “financing”)described in its press release issued on December 19, 2016. In connection with this conclusion, the Company sold a total of 34,350,450 units (individually, one “unit”)for $0.05 per unit for gross proceeds of $1,717,522.50.
Resources Québec’s stake includes 20,000,000 shares for a total investment of C$1 million in this private placement.
Chris Grove, president of the Society, said, “We are pleased with the support of the Quebec government through this investment by Resources Québec. The Province of Quebec continues to demonstrate that it is one of the most attractive territories for the development of mining projects. We are pleased to advance our Ashram project with this funding.”
Each unit includes one common share of the Company (individually, one “share”) and one share warrant (individually, a “good”). Each voucher may be converted into an additional share at a price of $0.075 per share in the first year following the issue and $0.10 per share in the second year following the issue.
The net proceeds of the offering will be used primarily for the completion of the Company’s pilot plant, the production of representative samples of rare earth element concentrates and fluorite concentrate for distribution to interested parties, and general rolling purposes.
The Company paid a cash intermediation fee of $12,950 and issued 259,000 share warrants (the “intermediate warrants”) to two intermediaries in connection with certain underwriting at the time of financing. Intermediate warrants follow the same terms as vouchers.
A total of 300,000 units were issued to Insiders of the Company during the financing, constituting a “related transaction” within the meaning of Regulation 61-101 on the protection of minority bearers in specific transactions (“Regulation 61-101″). The issuance to insiders is not subject to the valuation requirements of Regulation 61-101 under the exemption referred to in section 5.5 (b) since the Company’s shares are not listed on a particular market, nor the approval requirements of Regulation 61-101 under the exemption referred to in section 5.7 (a) of Regulation 61-101 in the sense that the fair market value of the consideration of the shares issued to the related parties did not exceed 25% of the Company’s market capitalization.
Securities issued during the financing, as well as shares that may be issued during the exercise of intermediary warrants and warrants, are subject to a statutory holding period expiring on June 17, 2017.
None of the securities issued in connection with the financing will be registered under the U.S. Securities Act of 1933, as amended (the 1933 Act), and none of them may be offered or sold in the United States in the absence of registration or an exemption applicable to the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or the solicitation of an offer to buy, and the securities must not be sold in any state where such an offer, solicitation or sale would be considered illegal.
About Quebec Resources
Resources Quebec supports resource industry companies at all stages of their projects, from exploration and development to transformation. It offers a full range of financial products, including equity investments, bonds and various types of loans.
Resources Québec also manages the Capital Mines Hydrocarbons (CMH), which has a $1 billion financing envelope for the Government of Quebec. Thefund allows the Government of Quebec to acquire stakes in mining or oil and natural gas companies producing and processing minerals in Quebec.
Resources Quebec has a total capitalizationof $1.5 billion for investment in these industries.
About Commerce Resources Corp.
Commerce is an exploration and development company with a particular interest in rare metal and rare earth deposits. The Company is focused on the development of its Ashram rare earth deposit in Quebec and the Blue River tantalum and niobium deposit in British Columbia.
For more information about Commerce Resources Corp., please visit the company’s website at https://commerceresources.com or email info@commerceresources.com.
On behalf of the Board of Directors
COMMERCE RESOURCES CORP.
“Chris Grove”
Chris
Grove President
and Ceo Tel: 604.484.2700
Toll free: 866.484.2700
Email: info@commerceresources.com
Website: https://commerceresources.com
The TSX Venture Exchange and its regulatory service provider (as defined in TSX Venture Exchange policies) assume no responsibility for the adequacy or exactness of this release.
Head office
Suite 1450 – 789 West Pender Street
Vancouver, BC
Canada V6C 1H2
Email: info@commerceresources.com
Tel: 604 484 2700
Fax: 604 681 8240
North American Toll-Free: 866 484 2700