/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./
VANCOUVER, Sept. 2, 2015 /CNW/ - Commerce Resources
Corp. (TSXv: CCE; FSE: D7H) (the "Company") has filed a
preliminary short form prospectus with the securities regulatory
authorities in the Provinces of British
Columbia, Alberta and
Ontario in connection with a best
efforts offering of units (the "Units") of the Company at a price
of $0.10 per Unit for gross proceeds
of a minimum of $1 million and up to
a maximum of $3 million (the "Public
Offering"). The Public Offering is being conducted by Secutor
Capital Management Corporation (the "Agent"). The Company has
granted the Agent an over-allotment option to sell up to an
additional 15% of the Public Offering on the same terms and
conditions, exercisable at any time following the closing of the
Public Offering for a period of 30 days.
Each Unit will consist of one common share of the Company and
one common share purchase warrant (each, a "Warrant") with each
Warrant entitling the holder to acquire an additional common share
of Commerce (a "Warrant Share") at a price of $0.12 per Warrant Share at any time before
4:30 p.m. (Vancouver time) on the date that is 24 months
after the closing of the Public Offering.
Concurrently with the closing of the Public Offering, the Agent
has also agreed to offer up to 13,636,364 flow-through common
shares of the Company ("FT Shares") on a brokered private placement
basis at a price of $0.11 per FT
Share (the "Concurrent Private Placement") for gross proceeds of up
to $1,500,000. The prospectus does
not qualify the distribution of the FT Shares issued pursuant to
the Concurrent Private Placement. The FT Shares purchased pursuant
to the Concurrent Private Placement will be subject to a statutory
hold period.
The Company intends to use the net proceeds from the Public
Offering and the Concurrent Private Placement to advance the
Company's Ashram Rare Earth Element Deposit in Quebec and for general working capital
purposes.
The Company has agreed to (i) pay the Agent a cash commission
(the "Agent's Fee") equal to 7% of the gross proceeds of the Public
Offering and the Concurrent Private Placement and a reduced cash
commission of 2% on purchasers, if any, whose name appear on the
list of purchasers to the Public Offering and the Concurrent
Private Placement introduced to the Agent by insiders of the
Company (the "President's List"), and (ii) issue to the Agent share
purchase warrants (each, an "Agent's Warrant") with each Agent's
Warrant entitling the Agent to acquire that number of common shares
in the capital of Commerce equal to 7% of the number of Units and
FT Shares sold under the Public Offering and Concurrent Private
Placement, respectively, and a reduced number Agent's Warrants
equal to 2% on purchasers, if any, whose name appear on the
President's List.
The Public Offering and Concurrent Private Placement is subject
to certain conditions including, but not limited to, the execution
of a definitive agency agreement with the Agent and the receipt of
all necessary approvals, including the approval of the TSX Venture
Exchange and the applicable securities regulatory authorities.
About Commerce Resources Corp.
Commerce is an exploration and development company with a
particular focus on deposits of rare metals and rare earth
elements. The Company is focused on the development of its Ashram
Rare Earth Element Deposit in Quebec and the Blue River Tantalum-Niobium
Deposit in British Columbia.
For more information on Commerce Resources Corp., visit the
corporate website at http://www.commerceresources.com or email
info@commerceresources.com.
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
"Chris Grove"
Chris Grove
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.
Legal Notice Regarding Forward-Looking Statements
This
news release contains "forward-looking statements," as that term is
defined in Section 27A of the United States Securities Act of 1933,
as amended, and Section 21E of the United States Securities
Exchange Act of 1934, as amended. Statements in this news release
which are not purely historical are forward-looking statements and
include any statements regarding beliefs, plans, expectations or
intentions regarding the future. Such forward-looking statements
include, among others, the expectations and/or claims, as
applicable.
Forward-looking statements in this news release include current
expectations on completion of the Public Offering and the
Concurrent Private Placement and the use of proceeds from the
Public Offering and Concurrent Private Placement. These
forward-looking statements entail various risks and uncertainties
that could cause actual results to differ materially from those
reflected in these forward-looking statements. Such statements are
based on current expectations, are subject to a number of
uncertainties and risks, and actual results may differ materially
from those contained in such statements. These uncertainties and
risks include, but are not limited to, the strength of the Canadian
economy; the price of tantalum and niobium and rare earth elements;
operational, funding, and liquidity risks; the degree to which
mineral resource estimates are reflective of actual mineral
resources; the degree to which factors which would make a mineral
deposit commercially viable are present; and the risks and hazards
associated with exploration or development programs. Risks and
uncertainties about the Company's business are more fully discussed
in the Company's disclosure materials, including its annual
information form and MD&A, filed with the securities regulatory
authorities in Canada and
available at www.sedar.com and readers are urged to read these
materials. The Company assumes no obligation to update any
forward-looking statement or to update the reasons why actual
results could differ from such statements unless required by
law.
SOURCE Commerce Resources Corp.