Board of directors of Commerce Resources Corp. agreed to Spin-Off Blue River Property, located in British Columbia on June 22, 2023. Under the terms of the Spinout, shareholders of the Company would receive common shares of SpinCo in relation to the number of common shares of the Company that they hold, as of the effective date of the Spinout.

There would be no change in shareholders’ holdings in the Company as a result of the Spinout. Commerce Resources would seek an independent listing of spin co on the Canadian Securities Exchange. Completion of the Spinout will be subject to approval of the TSX Venture Exchange and the Supreme Court of British Columbia, as well as approval of the shareholders of the Company at a special meeting of the Company.

As of July, 13, 2023, Commerce Resources has incorporated Capacitor Metals Corp., a British Columbia company which is currently a wholly-owned subsidiary of Commerce in relation to the spin-off. Capacitor Metals Corp. will ultimately hold all the British Columbia claims comprising the Blue River Property owned by the Company.

In connection with the Spinout, it is expected that Capacitor Metals Corp. will complete one or more private placement offerings (each, a 'Financing') on terms to be determined by Capacitor Metals Corp, the net proceeds of which would be used to fund, among other things, the working capital and research and development needs of Capacitor Metals Corp.