Commerce Resources : Announces Second Tranche Closing of Short-Form Prospectus Offering and Closing of Non-Brokered Flow-Through Private Placement

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.

August 12, 2016 - Commerce Resources Corp. (TSXv: CCE; FSE: D7H, OTCQX: CMRZF) (the 'Company' or 'Commerce') is pleased to announce that it has closed the second tranche of its previously announced short-form prospectus offering (the 'Public Offering') and its non-brokered flow-through private placement (the 'Concurrent Private Placement'), raising aggregate gross proceeds of $828,540.

The second tranche of the Public Offering consisted of raising gross proceeds of $277,500 with Secutor Capital Management Corporation (the 'Agent') acting as agent for the Company with respect to the sale of 3,700,000 units ('Units') of Commerce at a price of $0.075 per Unit. Each Unit consists of one common share of Commerce and one common share purchase warrant (each, a 'Warrant'). Each Warrant entitles the holder to purchase one common share of Commerce for a price of $0.10 per common share until 4:30 pm (Vancouver time) on August 12, 2018. The Agents were paid a cash commission of $19,425 in connection with the second tranche of the Public Offering and received an aggregate of 259,000 broker warrants to acquire up to 259,000 common shares at a price of $0.075 per common share until August 12, 2018.

The Concurrent Private Placement consisted of raising gross proceeds of $551,040 through the sale of 5,800,421 flow-through eligible common shares at a price of $0.095 per common share. In connection with the Concurrent Private Placement, finders were paid a cash commission of $35,700 and received an aggregate of 375,789 finders' warrants to acquire up to 375,789 common shares at a price of $0.095 per common share until August 12, 2018. All securities issued pursuant to the Concurrent Private Placement are subject to a four-month hold period and the Concurrent Private Placement has been effected with the conditional acceptance of the TSX Venture Exchange.

This press release does not constitute an offer to sell, nor is it a solicitation of an offer to buy, securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act') or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 please visit the corporate website at http://www.commerceresources.com or contact Investor Relations at 604.484.2700 or info@commerceresources.com.

On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.

'Chris Grove'
Chris Grove
President and Director
Tel: 604 484 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.