Commerce Resources Corp. (TSXv: CCE) annoucned that it had engaged Marquest Capital Markets and Casmir Capital Ltd. to act as lead agent in connection with a private placement. In addition, the company announced the appointment of Mr. Christopher Grove to the Board of Directors.

1. Commerce Resources Corp. Announces Private Placements and
Appointment to Board of Directors
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DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES.
November 23, 2012 - Commerce Resources Corp. (TSXv: CCE, FSE: D7H, OTCQX:
CMRZF) (the “Company” or “Commerce”) is pleased to announce that it has engaged Marquest
Capital Markets and Casmir Capital Ltd. (the “Agents”) to act as lead agent in connection with a
private placement of up 11,111,112 flow-through eligible units at a price of $0.18 per unit for
gross proceeds of $2,000,000 and up to 3,333,334 common share units at a price of $0.15 per
unit for gross proceeds of $500,000.
In addition the Company announces a non-brokered flow-through eligible private placement of
up to 6,666,667 units at $0.18 per unit for gross proceeds of $1,200,000.
The flow-through units will consist of one flow-through common share and one half of one non-
transferable share purchase warrant. Each whole share purchase warrant will entitle the holder to
purchase one additional common share of the Company at a price of $0.25 per share for a period
of 18 months from the date of issuance.
The common share units will consist of one common share and one half of a non-transferable
share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase
one additional common share of the Company at a price of $0.25 per share for a period of 18
months from the date of issuance.
The Company will pay to the Agent a commission of 8% of the gross sales of units and issue to
the Agent 8% of the number of units sold in Compensation Options, with each Compensation
Option being exercisable for eighteen (18) months at a price of $0.25 per share. Other finder’s
fees may be payable in accordance with the policies of the TSX Venture Exchange (“TSXv”).
The securities issued will be subject to a four-month hold period from the date of closing. The
private placement is subject to the approval of the TSXv.
The proceeds from the unit offering will be utilized for qualified exploration expenditures on the
Company’s Blue River Tantalum and Niobium, and Eldor Rare Earth Element Projects.
In addition, the Company is pleased to announce the appointment of Mr. Christopher Grove to
the Board of Directors. Mr. Grove has worked as Corporate Communications for the Company

2. since 2004, and has significant contacts within the financial communities in North America and
Europe. Mr. Grove currently sits on the board of two TSX Venture Exchange companies.
About Commerce Resources Corp.
Commerce Resources Corp. is an exploration and development company with a particular focus
on rare metal and rare earth element deposits with the potential for economic grades and large
tonnages. The Company is focused on the development of its Upper Fir Tantalum and Niobium
Deposit in British Columbia and the Ashram Rare Earth Element Deposit in northern Quebec.
For more information on Commerce Resources Corp. visit the corporate website at
http://www.commerceresources.com.
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
“David Hodge”
David Hodge
President and Director
Tel: 604.484.2700
Email: dhodge@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.
Forward-Looking Statements
Statements in this document which are not purely historical are forward-looking statements, including any
statements regarding beliefs, plans, expectations or intentions regarding the future. Forward-looking statements in
this news release include that Commerce Resources Corp. will complete a brokered private placement and a non-
brokered private placement for gross proceeds of up to $3,700,000.
It is important to note that actual outcomes and the Company's actual results could differ materially from those in
such forward-looking statements. Risks and uncertainties include, but are not limited to, economic, competitive,
governmental, environmental and technological factors that may affect the Company's operations, markets, products
and prices. Investors who have indicated their investment intent may not close as expected. Readers should refer to
the risk disclosures outlined in the Company's Management Discussion and Analysis of its audited financial
statements filed with the British Columbia Securities Commission.