Commerce Resources Enters into Agreement to Sell Its Blue River Property

VANCOUVER, BC / ACCESSWIRE / May 21, 2024 / Commerce Resources Corp. (TSXV:CCE)(FSE:D7H0)(OTCQX:CMRZF) (the "Company" or "Commerce") has elected to dispose of the Blue River Assets (as defined below) by pursuing a sale of the property to a third party (the " Blue River Transaction ").

Company President Chris Grove states "We believe that focusing exclusively on our claims in Quebec with the significant opportunities of both our Ashram REE/ Fluorspar Deposit and our highly prospective niobium claims - on which we plan to drill this year - makes the best sense for the Company. We also believe that the Blue River claims will be effectively stewarded by the management of Capacitor Metals."

The Company clarifies that, further to its news release dated June 22, 2023, it will no longer proceed with a spin out of its Blue River Assets (as defined below) pursuant to a proposed statutory plan of arrangement, as previously disclosed.

The Company has entered into a property purchase agreement (the " Purchase Agreement ") with an arm's length private company (the " Purchaser ") to sell its interest in certain mineral claims comprising the "Blue River" property (the " Blue River Claims ") located near Blue River, British Columbia. As part of the transaction, the sale will also include certain real property owned by the Company also located in Blue River, B.C. (the " Blue River Land ", and together with the Blue River Claims, the " Blue River Assets "). As consideration for the Blue River Assets, the Company will receive 20,000,000 common shares in the capital of the Purchaser at a deemed price of $0.05 per share (the " Blue River Shares "). Completion of the Blue River Transaction is subject to the conditions set forth in the Purchase Agreement, including, if required, acceptance by the TSX Venture Exchange.

It is the Company's current intention to distribute the Blue River Shares to its shareholders on a pro rata basis at a later date. Any disposition of the Blue River Shares will, if undertaken, be conducted in compliance with applicable corporate and securities laws, and the policies of the TSX Venture Exchange.

About Commerce Resources Corp.

Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. The Company is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (>45% REO) mineral concentrates at high recovery (>70%) in line with active global producers. In addition to being one of the largest rare earth deposits globally, Ashram is also one of the largest fluorspar deposits globally and has the potential to be a long-term supplier to the met-spar and acid-spar markets.