Commerce Resources Corp announced a non-brokered private placement of up to 60,000,000 units at a price of CAD 0.08 per unit for gross proceeds of CAD 4,800,000 on September 18, 2023. Each Unit will consist of one common share of the Company and one common share purchase warrant, with each Warrant entitling the holder to purchase one Share at a price of CAD 0.12 per Share for a period of three (3) years from closing of the Offering. The Company also announces that it has entered into a binding engagement agreement ("Term Sheet") with Churchill SIG Pty Ltd. ("Churchill"), whereby Churchill will act as exclusive lead manager, for a term of up to three (3) months, to introduce (the "Services") potential qualified subscribers to the Company in connection with a portion of the Offering (the "Churchill Portion").

As consideration for the Services, and upon completion of the Offering, the Company has agreed to pay Churchill a cash fee (the "Cash Fee") equal to 5% of the amount raised under the Offering from persons introduced by Churchill, and to issue such number of non-transferable share purchase warrants (the "Finder's Warrants") that equals 15% of the total number of Units issued to persons introduced by Churchill under the Offering. Each Finder's Warrant will entitle the holder to acquire one additional common share (a "Finder's Warrant Share") in the capital of the Company at a price of CAD 0.08 per Finder's Warrant Share for a period of two (2) years from the date of issuance of the Finder's Warrants. The Company has also agreed to pay for Churchill's reasonable fees and expenses in connection with the Services, up to CAD 10,000.All securities issued in connection with the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering.

The Company and any subscribers may enter into a voluntary escrow agreement whereby any Shares or Warrant Shares issued under the Offering shall be deposited into escrow and release on the date that is one (1) year after the date that the Units are issued.