Mont Royal Resources - M&A Activity 2025

ASX ANNOUNCEMENT – 10 April 2025

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ASX: MRZ

MONT ROYAL TO MERGE WITH COMMERCE RESOURCES CREATING A NEW ASX/TSXV-LISTED CANADIAN-FOCUSED CRITICAL METALS DEVELOPMENT COMPANY

HIGHLIGHTS

The Mineral Resource estimates relating to Commerce Resources Corp. (“Commerce”) contained in this announcement have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and have not been reported in accordance with the 2012 Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"). Refer to Commerce’s website at www.commerceresources.com or under Commerce’s profile on SEDAR+ at A www.sedarplus.com for information in relation to the Mineral Resource estimates prepared by Commerce. Competent Person has not done sufficient work to classify the Mineral Resource estimates as mineral resources in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration work that . Please refer to the estimates will be able to be reported as a Mineral Resource in accordance with the JORC Code further disclosure required by the ASX Listing Rules, in particular foreign estimate disclosure under ASX Listing Rule 5.12 and a more detailed Mineral Resource table for the Ashram Rare Earth Element and Flourspar Deposit at the conclusion of this announcement.

ASX-listed Mont Royal Resources Limited (“Mont Royal”) (ASX: MRZ) and TSXV-listed Commerce Resources Corp. (“Commerce”) (TSXV: CCE; OTCQX: CMRZF; FSE: D7H0) have agreed to merge by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) the “Plan of Arrangement”), pursuant to which Mont Royal will acquire 100% of the issued and outstanding common shares of Commerce (the “Transaction”).
The Transaction will create a Canadian-focused critical metals company with core assets located in the Province of Quebec: Commerce’s 100%-owned Eldor Property which hosts the Ashram Rare Earth and Fluorspar Deposit as well as highly prospective niobium assets – namely the Mallard an Miranna Prospects – adding a robust project portfolio complemented by Mont Royal’s Northern Lights lithium, copper and gold exploration projects.
The flagship Ashram Project is the largest monazite-dominant carbonatite-hosted Rare Earth Element (“REE”) deposit in North America. Ashram hosts an Indicated Resource of 73.2Mt at 1.89% rare earth oxide (“REO”) and 6.6% CaF2 (fluorspar) and an Inferred Resource of 131.1Mt at 1.91% REO and 4.0% CaF2[1] at a cut off NMR of $287.[2] Mineral resources are not mineral reserves as they have not demonstrated economic viability.
The Eldor Property’s niobium assets, located immediately adjacent south-east of the Ashram Deposit, represent a compelling advanced exploration opportunity.
The Transaction is conditional upon, amongst other things, Mont Royal raising a minimum of A$8.0 million up to A$10.0 million through the issue of ordinary fully paid shares (before costs) (“Capital Raising”) pursuant to a Prospectus, to fund resource growth and advance the Preliminary Economic

1 Refer to the technical report titled “Mineral Resource Estimate for the Ashram Rare Earth Element and Fluorspar Deposit, Nunavik, Québec, Canada” with an effective date of 4 April 2024 which was prepared in accordance with NI43101 and is available on Commerce’s profile on SEDAR+ at www.sedarplus.ca. Refer to the Commerce - Foreign Estimate Disclosures in Appendix A of this announcement. Refer to the cautionary statement on Page 1 of this announcement.[2] Refer to Footnote 1 above.[3] Refer to footnote 5 for a summary of Mont Royal VSA support.

2 Refer to Footnote 1 above.3 Refer to footnote 5 for a summary of Mont Royal VSA support.

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Assessment (“PEA”) at the Ashram Project, while also advancing the niobium assets and the exploration pipeline at the Northern Lights Project.

Upon completion of the Transaction (excluding any capital raising), Mont Royal shareholders will own 14.7% of the Merged Group and former Commerce shareholders will own 85.3%.
The Transaction is also conditional upon approval of the Supreme Court of British Columbia, shareholder approval from both Mont Royal and Commerce shareholders, completion of the Capital Raising and Plan of Arrangement.
The Transaction has been unanimously recommended by the Board of Directors of Mont Royal and by Commerce following unanimous recommendation by Commerce’s special committee of independent directors. The Directors of Mont Royal holding 6.6% of Mont Royal Shares intend to vote all MRZ Shares held or controlled by them in favour of the Transaction.
A number of Commerce’s major shareholders, directors and senior officers, representing 21.8% of Commerce Shares have entered into voting support agreements (“VSAs”) with Mont Royal to vote in favour of the Transaction at the Commerce shareholder meeting. A number of Mont Royal major shareholders, representing 18.5% of Mont Royal Shares, have also entered into VSA’s to vote in favour of the Transaction at the MRZ shareholder meeting.[3]
The Transaction is targeted to close in late July 2025.

Mont Royal’s Executive Director, Peter Ruse, said: “This transaction is a great opportunity to create value for both groups of shareholders. Combining the proven exploration and management skills of the Commerce and Mont Royal teams with the large resource at Ashram and the immense upside the Mallard and Miranna niobium prospects will have the potential to unlock substantial value. The merged entity will be well placed to advance the development plan of the Ashram Project, combined with an active exploration program of the niobium assets and Northern Lights Project.”

“The merged entity will have a larger balance sheet and a Quebec-based management and technical team with extensive experience in building large resource projects with the local connections and experience to assist in advancing our Northern Lights Projects.”

Commerce’s Executive Director, Jeremy Robinson, said: “The team at Commerce is excited at the thought of working with the Mont Royal team to create a new Canadian-focused critical metals company and to maximise the value of our outstanding flagship asset at Ashram. This merger will provide a dual listing on the ASX and TSXV, significant funding, additional expertise and the strategy to generate superior shareholder returns through completion of the studies at Ashram Project plus additional exciting upside at the Mallard and Miranna niobium prospects, as well as the Northern Lights Project.”

BACKGROUND & STRATEGIC RATIONALE

Mont Royal Resources Ltd (ASX: MRZ) is pleased to announce that is has entered into a definitive arrangement agreement (“Agreement”), pursuant to which Mont Royal will acquire 100% of the issued and outstanding shares of Commerce Resources Corp. (“Commerce Shares”) by way of a Plan of Arrangement under the Business Corporations Act Business Columbia (“BCBCA”).

The Transaction between Mont Royal and Commerce creates an ASX and TSX-V listed, Québec-focused, critical minerals developer and exploration company with a strong focus on rare earths, fluorspar, niobium and lithium exploration (“Merged Group”).

3 Refer to footnote 5 for a summary of Mont Royal VSA support.

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Highlights of the Merged Group include:

carbonatite-hosted Rare Earth Elements (“REE”) deposit in North America.
Ashram has been extensively drilled, on 22 May 2024, Commerce provided an updated Mineral Resource Estimate (“MRE”) that detailed:
Indicated Resource : 73.2Mt at 1.89% REO and 6.6% CaF2; and
Inferred Resource : 131.1Mt at 1.91% REO and 4.0% CaF2.
The adjacent and highly prospective Mallard an Miranna niobium prospects, also within the Eldor Property, provides the opportunity to define a second high-value project that could leverage the infrastructure of Ashram.
A complementary exploration asset package at Mont Royal’s Northern Lights Project, covering an area of 536km[2] in the Upper Eastmain Greenstone Belt, offering lithium, copper, and gold potential.
Achieving a dual listing on the ASX and TSXV aims to attract a broader range of investors for the Merged Group, increase liquidity and greater ability to raise capital.
The ASX has a greater number of listed developing rare earth companies, providing a stronger group of peer companies to benchmark the Ashram Project.
Having access to the combined experience of key members of the Commerce and Mont Royal Boards, senior management and major shareholders, who have held former and current roles with successful international resource groups including:
Champion Iron Limited (CIA.ASX CIA.TSX)
Green Technology Metals (GT1.ASX)
Primero Group Limited (acquired by NRW Holdings Limited)
Riversdale Resources Limited (acquired by Hancock Prospecting Pty Ltd)
Bannerman Energy Limited (BMN.ASX)
At completion of the Transaction, the Merged Group proposes to appoint an in-country CEO and Managing Director and a technical team capable of advancing the Eldor Property’s Ashram Project and niobium assets, and the Northern Lights Project.

COMMERCE RESOURCES CORP

Commerce, listed on the TSXV, is a junior mineral resource company focused on the exploration and development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. Commerce is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a longterm supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. Additionally, the Ashram Deposit has a fluorspar component which makes it one of the largest potential sources of fluorspar in the world and could be a long-term supplier to the met-spar and acid-spar markets.

ASHRAM RARE EARTHS AND FLUORSPAR PROJECT

The Ashram Project is located on Commerce’s 100% owned Eldor Property, in north-eastern Quebec, Canada, approximately 130 km south of the community of Kuujjuaq (Figure 1).

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Figure 1: Ashram REE & Fluorspar Project Location

first hole, EC10-027 was collared in mineralization and included over 215 m at 1.72% REO, and over 29 m of 2.07% REO.

Since discovery in 2010 Commerce has undertaken multiple drill programs totalling almost 35,000m of drilling and multiple rounds of metallurgical testing resulting in both an updated Mineral Resource Estimate (“MRE”) and breakthrough metallurgical results both published in 2024. Commerce provided an updated MRE for Ashram (published on 22 May 2024) firmly establishing Ashram as a globally significant rare earth element (“REE”) deposit, and one of the largest monazite-mineralized carbonatite REE deposits in the world: 73.2Mt at 1.89% REO and 6.6% CaF2 (Indicated), and 131.1Mt at 1.91% REO and 4.0% CaF2 (Inferred), at a cut-off of $287 Net Metal Return (NMR) per tonne.

On 14 November 2024, Commerce published the results of locked cycle testing that showed that a mineral concentrate in the range of 36% to 37% can be produced with recoveries ranging from 65% to 68% which is more than comparable rare earth projects in production globally.

Ashram also continues to demonstrate very high NdPr distributions (i.e., percent of neodymium plus praseodymium oxide of the total REO) at 21.2% NdPr (Indicated) and 21.4% NdPr (Inferred), exceeding that of several active global producers. The favourable distribution starts at surface, allowing these high-value elements to be targeted early on in a potential open-pit extraction scenario and, therefore, enhancing the project’s strategic value and operational efficiency. This enrichment in the magnet feed REE’s also extends to dysprosium (Dy) and terbium (Tb).

The MRE update underscores Ashram’s potential as a long-term, sustainable source of critical minerals, vital for the evolving technology and energy sectors. With the well-defined MRE and metallurgy well understood, Commerce’s focus now is updating the January 2015 PEA and assessing the optimum infrastructure and downstream processing solutions.

Given the size and scale of Ashram, Commerce has received strong Canadian Government support through grants and funding and Commerce has commenced discussions with a number of downstream producers in both Canada and the United States given the strategic location of the project.

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Figure 2: Pit shell and mineralized footprint of Ashram’s 2024 Mineral Resource Estimate in cross-sectional and oblique view, highlighting the deposit’s scale. Cross-section represents a 100 metre-thick slice through geological model.

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Figure 3: Plan view of drilling undertaken at the Ashram Project.

MONT ROYAL CRITICAL MINERAL ASSETS

NORTHERN LIGHTS PROJECTS

This suite of projects are owned 75% by Mont Royal. The project package includes a 536 km[2] tenement package located in the Upper Eastmain Greenstone belt. The projects are located in the James Bay region, a Tier-1 mining jurisdiction of Quebec, Canada, and are prospective for lithium, precious (gold, silver) and base metal mineralisation (copper, nickel). The Northern Lights projects include:

Bohier Project (Lithium); and
Eastmain Lèran Project (Lithium, Copper and Gold).

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Bohier Project

A lithium fieldwork and prospecting program was completed in June 2023, with initial trenching programs and a maiden drill program completed in the Summer/Fall season of 2024. Assay results were received in November 2024 from the 2024 summer/fall drilling program, which comprised eight (8) holes for 744 metres. Significant lithium mineralisation was intersected in several holes, including:

21.0 m at 1.39% Li2O in hole BOH-24-07;
7.7 m at 1.90% Li2O in hole BOH-24-06; and
1.2 m at 2.79% Li2O in hole BOH-24-02.

The mineralisation is interpreted to be continuous over a length of 200 m and to a depth of 70 m and remains open in all directions. Several targets remain untested.

Eastmain Lèran Project

The north edge of the Eastmain-Léran Project (Figure 5) is also a favourable lithium target due to the proximity of the Wahemen granite, which has the chemistry and mineralogy of a LCT pegmatite parental granite (Talla Takam and Beauchamp, 2016). Lithium occurrences have been identified within the historical Government database of spodumene-bearing boulders in the north-east corner of the property.

The target area (highlighted in red) is the main focus of the previous prospecting program.

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Figure 4: Location of the Northern Lights Projects.

Eastmain Lèran also hosts the Alta-Eastmain Target, discovered in 1957, which is interpreted as a volcanogenic massive sulphide (VMS) occurrence. Average copper (Cu) grades from grab samples is 1.35% Cu (n = 8) and the best reported channel sample yielded a grade of 1.26% Cu over 7.6 m. The massive sulphide holds secondary amounts of Ag (5.4 g/t), Ni (0.09%), Co (0.12%), and Au (0.3g/t).

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TRANSACTION DETAILS

Mont Royal has entered into an Agreement to acquire 100% of the issued and outstanding Commerce Shares on the basis of 2.3271 (“Exchange Ratio”) new fully-paid ordinary shares in Mont Royal (“Mont Royal Share” or “Consideration Shares”) for every 1 Commerce Share. On the completion of the Transaction, Mont Royal shareholders will own 14.70% of the Merged Group and former Commerce shareholders will own 85.30% (excluding any Capital Raising and conversion of the Commerce Convertible Notes). The Transaction values Commerce at approximately A$21.7 million[4] based on Mont Royal’s 30-Day VWAP of $0.0439 prior to suspension of trading in it shares on 17 February 2025.

The Transaction will amount to a significant change to the nature and scale of the Mont Royal's activities and as such, Mont Royal will be required to obtain shareholder approval under ASX Listing Rule 11.1.2 at a general meeting and re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. As part of this process and subject to shareholder approval, the Mont Royal intends to consolidate the current shares on issue on a 0.2195 for 1 basis (“Consolidation Ratio”) with all options adjusted in accordance with Listing Rule 7.22 (“Consolidation”).

Subject to the satisfaction (or waiver) of all conditions to closing set out in the Agreement, it is anticipated that the Transaction will be completed in late July 2025. Mont Royal will also apply to list on the TSX-V in connection with the Transaction. Following completion of the Transaction, subject to receipt of required regulatory approvals, the Commerce Shares will be delisted from the TSX-V. The existing Commerce warrants and options on issue will be cancelled in exchange for equivalent options (adjusted for the Exchange Ratio and Consolidation Ratio) in Mont Royal (“Consideration Options”). The Consideration Shares and Consideration Options are together referred to as the “Consideration Securities”.

Completion of the Transaction is subject to customary conditions precedent for a transaction of this nature, including:

( Court Orders ) the Supreme Court of British Columbia granting interim and final orders on terms consistent with the Agreement;
( Commerce shareholder approval ) Commerce shareholders approving the Transaction by way of at least 66 2/3% of the votes cast on the resolution approving the Transaction by the shareholders of Commerce voting as a single class holding Commerce Shares on the record date;
( Commerce TSX-V approval ) Commerce having obtained all necessary TSX-V approvals in connection with the Transaction;
( Mont Royal shareholder approval ) Mont Royal shareholders having approved the Transaction (including the Capital Raising and Consolidation), including for the purposes of ASX Listing Rule 11.1.2;
( ASX approval ) ASX confirming that it will reinstate Mont Royal shares to official quotation on ASX, subject to the satisfaction of such terms and conditions as are prescribed by ASX;
( Mont Royal TSX-V approval ) Mont Royal having obtained all necessary TSX-V approvals in connection with Mont Royal’s proposed listing on TSX-V;
( Completion of Capital Raising and Consolidation ) Mont Royal having completed the Capital Raising and Consolidation; and
( Key Regulatory Approvals and Third Party Consents ) Receipt of any other regulatory approvals or third party consents which have not already been referred to in this announcement.

In addition to the above, the Transaction is subject to certain other closing conditions customary for a transaction of this nature, including, among others no material breaches of the representations, warranties and covenants of the parties, no material adverse effect being suffered by the parties and no more than 5% of Commerce shareholders having exercised dissent rights provided for under the BCBCA.

4 At an AUD/CAD exchange rate of 0.91/1.

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The Agreement also includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and a right for Mont Royal to match any superior proposals. The Agreement provides for a mutual reciprocal termination fee of A$250,000.

The Agreement may be terminated in certain circumstances including (but not limited to) by either party if the requisite shareholder approvals are not obtained, if the Transaction is not completed by 28 November 2025 (unless extended by the parties), if a party breaches its representations and warranties or fails to perform any covenants, there has occurred a material adverse effect to the other party that is not capable of being cured by the earlier of the outside date and 10 business days from the notice of such event, or if Commerce enters into a superior proposal.

Full details of the Transaction will be included in a management information circular of Commerce (“Commerce Circular”). The Agreement and Commerce Circular will be available to access via SEDAR+ at www.sedarplus.ca under Commerce’s profile.

COMMERCE INTERIM FUNDING

Commerce has received firm bids to enter into a secured convertible note agreement (“Convertible Notes”) with a number of existing Commerce and Mont Royal shareholders and other sophisticated investors to raise up to C$2.2 million (“Convertible Notes Financing”) to provide interim funding to be used for the continuation of studies for the development of the Ashram Project and for working capital while the Transaction is completed. A summary of the key terms of the Convertible Notes Financing are set out below:

Automatically converts on completion of the Transaction at the implied Mont Royal Capital Raising price and converted into Consideration Shares, provided that, the automatic conversion price is equal to or greater than C$0.06, being Commerce’s closing share price on 8 April 2025.
Interest Rate 20% per annum and upon automatic conversion, 12 months accrued interest will be converted into Mont Royal Shares at completion of the Transaction.
If the Transaction doesn’t proceed, the Convertible Note has a 24-month term, C$0.12 optional conversion price and an interest rate of 20% per annum paid at maturity.
The Convertible Notes will be secured under a general security agreement, whilst ranking pari-passu as between themselves and all holders will enter into an interlender agreement, subject to release at completion of the Transaction.

It is anticipated the Convertible Note Financing will complete by 16 April 2025 and is subject to the approval of TSXV.

MONT ROYAL CAPITAL RAISING

Mont Royal intends to raise a minimum of A$8.0 million and up to A$10.0 million (before costs) to enable the Merged Group to advance its projects and assist it to re-comply with Chapters 1 and 2 of the ASX Listing Rules. The Capital Raising is not proposed to be underwritten and will be conducted at a minimum capital raising price of A$0.20 per MRZ share via a Prospectus which will contain further details on the amount to be raised and other matters. The Capital Raising is subject to Mont Royal shareholder approval.

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Existing cash and proceeds of the Capital Raising are intended to be applied as follows:

Use of funds	Minimum Subscripton	Minimum Subscripton	Maximum Subscripton	Maximum Subscripton
	A$	%	A$	%
Year 1


Costs of the ofer	1,000,000	7.9%	1,200,000	8.3%
Niobium drilling	3,000,000	23.6%	4,500,000	31.0%
Ashram Project PEA	2,400,000	18.9%	2,400,000	16.5%
Ashram metallurgical studies	500,000	3.9%	500,000	3.4%
Camp upgrade	1,000,000	7.9%	1,000,000	6.9%
Northern Lights Exploraton Drilling	500,000	3.9%	750,000	5.2%
General administraton and Workingcapital	4,325,896	34.0%	4,156,115	29.7%
Total	12,725,896	100.0%	14,506,115	100.0%

Working capital includes corporate and administrative costs. Mont Royal’s total funds on completion of the Capital Raising, assuming a minimum of A$8.0 million and up to A$10.0 million is raised and including additional funds available:

Available Funding	Minimum Raise	Minimum Raise	Maximum	Raise
	(A$)	(%)	(A$)	(%)
Existing cash – Mont Royal1	1,751,955	13.8%	1,751,955	11.9%
Existing cash – Commerce2	556,358	4.4%	556,358	3.8%
Convertble Note Financing	2,417,582	19.0%	2,417,582	16.4%
Funds raised from the Capital Raising	8,000,000	62.9%	10,000,000	67.9%
TOTAL	12,725,896	100.0%	14,725,896	100.0%

Notes:

Commerce’s existing cash at 31 October 2024 was A$2,732,621 per audited financial statements assuming AUD/CAD = A$0.91. From 31 October 2024 to 31 January 2025, which was the date of Commerce's first quarter unaudited financial results released to the market, Commerce has continued to incur expenses relating to the Ashram Project and general and administration costs which resulted in the cash balance reducing by $2,176,262 to $556,358.

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BOARD OF DIRECTORS AND MANAGEMENT – MERGED GROUP

At completion of the Transaction, it is presently anticipated that the board of the Merged Group will be comprised a new non-executive Chairman in Mr Cameron Henry, appointed by Commerce, two directors from Commerce being Mr Jeremy Robinson and Mr Adam Ritchie, and one Non-Executive Director from Mont Royal, to be Mr Ronnie Beevor. The biographies of the proposed new board members are set out below:

Cameron Henry – Proposed Non-Executive Chairman

Mr Henry boasts over 20 years’ experience in managing and operating public companies within the mining industry spanning across a diverse array of commodities encompassing engagements in Australia, Indonesia, North America, and South America. Mr. Henry’s most significant role was serving as the founding Managing Director of Primero Group Limited, where his leadership propelled the company into becoming an industry leader in engineering and construction. Under his guidance, Primero Group Limited expanded its global presence and earned recognition as a top builder of lithium processing facilities worldwide.

Mr Henry’s wealth of experience and accomplishments in the mining industry become invaluable assets for the company’s success. His proven expertise in managing public companies and his specific achievements in lithium processing make him a key contributor to the company’s strategic goals and endeavours.

Mr Henry is currently Managing Director of ASX listed GT1, and Non-Executive Director of Rare Earths development company RareX Limited (ASX:REE).

Previously held non-executive roles with ASX-listed resource company Titan Minerals Limited (ASX:TTM)

Jeremy Robinson – Proposed Non-Executive Director

Mr Robinson is Commerce’s interim President and CEO having been a Non-Executive Director of Commerce since 2013. Mr Robinson will resume his position as Non-Executive Director upon the appointment of a new Merged Group CEO.

Mr Robinson is an experienced resources executive with 20 years of experience in the industry ranging from Business Development to Managing Director positions, specifically focusing on critical minerals including rare earths.

Mr Robinson is currently Non-Executive Director at RareX Limited (ASX:REE), Cosmos Exploration Limited (ASX:C1X,Kincora Copper Limited (ASX:KCC), Brazilian Critical Minerals Limited (ASX:BCM) and Ardiden Limited (ASX:ADV).

Adam Ritchie – Proposed Non-Executive Director

Mr Ritchie has over 20 years’ experience in the resources industry and has been heavily focused on project delivery in senior positions for many of Australia’s best performing companies in the mining and minerals sector including Pilbara Minerals, FMG, Rio Tinto and BHP.

Mr Ritchie is known for delivering complex projects with a particular focus on high-value mineral processing assets and is recognised for his contributions to major Australian Lithium and Iron Ore projects, delivering across all project stages.

Mr Ritchie is the Managing Director of Loyal Lithium (ASX:LLI) an ASX listed North American focused battery minerals company with hard rock lithium assets in Quebec, Canada.

In addition, it is expected that a new CEO and President will be on or around the completion of the Transaction to replace interim Commerce CEO and President, Jeremy Robinson who will transition to a non-executive Director of the Merged Group.

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BOARD OF DIRECTORS’ RECOMMENDATION

The Transaction is unanimously recommended by the board of directors of both Mont Royal and by Commerce following unanimous recommendation by Commerce’s special committee of independent directors.

The board of directors of Commerce has received an opinion from Evans & Evans that based upon and subject to the assumptions, limitations, and qualifications stated, the Offer Consideration to be received by Commerce shareholders pursuant to the Transaction is fair, from a financial perspective to Commerce shareholders. Full details of the Transaction, including the opinion from Evans & Evans will be part of Commerce Circular.

The Directors of Mont Royal holding 6.6% of Mont Royal Shares intend to vote all Mont Royal Shares held or controlled by them in favour of the Transaction. A number of Mont Royal major shareholders, representing 18.5% of Mont Royal Shares, have also entered into VSA’s to vote in favour of the Transaction at the MRZ shareholder meeting.[5]

Commerce’s major shareholders, directors and senior officers of Commerce, representing, in the aggregate, approximately 21.8% of Commerce Shares, have entered into voting support agreements with Mont Royal, pursuant to which each of them has agreed to, among other things, vote in favour of the Transaction at the Commerce Meeting.

INDICATIVE TIMETABLE AND NEXT STEPS

Mont Royal and Commerce shareholders do not need to take any actions in relation to the Transaction at this stage.

The indicative timetable for the Transaction is as follows:

Event	Date
Dispatch Mont Royal Notce of Meetng	Late May 2025
Lodge Mont Royal Prospectus with ASIC and ASX	Late May 2025
Prospectus ofer opens	Early June 2025
Mont Royal Meetng Proxy Cut-Of Record Date for Mont Royal Meetng	Early June 2025
Prospectus ofer closes	Mid July2025
Mont Royal shareholder meetng and efectve date of Consolidaton	Mid July 2025
Setlement date of ofer	Late July2025
Completon of the Transacton	Late July 2025
Despatch of holding statements for Mont Royal shares	Late July 2025
Expected date for Mont Royal shares to be reinstated to tradingon ASX	Late July 2025

All dates are indicative only and subject to change, necessary approvals and court availability.

5 Mont Royal Shares owned or controlled by Vision Pty Ltd (6,710,000, (7.89%); Metech Super Pty Ltd (2,000,000 (2.35%); Bass Family Foundation Pty Ltd (1,300,000 (1.52%), Blue Atlas Pty Ltd (1,093,750, 1.28)%) and Quartz Mountain Mining Pty Ltd (1,000,000. 1.17%)) and SML Contracting Pty Ltd (3,673,059, 4.31%). % interests are based on the undiluted share capital of Mont Royal at the date of this announcement of 85,029,793 Mont Royal Shares.

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ADVISERS

Yelverton Capital Pty Ltd (“Yelverton Capital”) is acting as Corporate Adviser to Mont Royal in relation to the Transaction. Wallabi Group Pty Ltd (“Wallabi Group’) is acting as Corporate Adviser to Commerce in relation to the Transaction.

Mont Royal has engaged Corrs Chambers Westgarth as Australian legal adviser to the Transaction and Capital Raising and Farris LLP as Canadian legal advisor in relation to the Transaction. Commerce has engaged Hamilton Locke Pty Ltd as Australian legal adviser and Osler, Hoskin & Harcourt LLP Canadian legal adviser in relation to the Transaction and Convertible Note Financing.

GUIDANCE NOTE 12 – ANNEXURE A DISCLOSURE

Mont Royal provides the following disclosure in accordance with ASX Guidance Note 12 - Annexure A, to the extent that the information has not been provided elsewhere in this announcement.

1. Financial information

Financial statements of Commerce will be provided within the notice of meeting to Shareholders for the approval of the Transaction.

An indicative pro forma statement of financial position of the combined company, as at 31 December 2024, based on the publicly disclosed reviewed accounts of Mont Royal as at 31 December 2024 and audited accounts of Commerce as at 31 October 2024, are set out in Appendix D.

Commerce’s audited accounts are accessible through the following link: htps://commerceresources.com/fnancial-reports/

2. Pro forma capital structure

i. Effect of Consolidation

The approximate effect which the Consolidation will have on Mont Royal’s current capital structure is set out in the tables below. All numbers are subject to rounding.

Mont Royal Shares

	Pre-Consolidaton	Post-Consolidaton
Mont Royal shares currently on issue	85,029,793	18,664,040

Mont Royal Existing Options

Expiry date	Pre-Consolidaton	Pre-Consolidaton	Post-Consolidaton	Post-Consolidaton
	Number	Exercise Price (A$)	Number	Exercise Price (A$)
25 March 2026	1,500,000	0.30	329,250	1.37
10 November 2026	3,000,000	0.35	658,500	1.59

ii. Indicative capital structure

The indicative capital structure of Mont Royal on completing the Transaction is set out below.

Minimum Subscription Maximum Subscription

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	Shares	Options	Shares	Options
Current Mont Royal securities on issue1	18,664,040	987,750	18,664,040	987,750
Securities issued to Commerce security holders in consideration for their securities under the Transaction2	108,302,216	84,720,690	108,302,216	84,720,690
Securities issued under the Capital Raising3	40,000,000	Nil	50,000,000	Nil
Securites issued upon conversion of Convertble Notes4	14,505,495	Nil	14,505,495	Nil
Total securities on completion of Transaction and Capital Raising	181,471,750	85,708,440	191,471,750	85,708,440

Notes :

Assumes the completion of the Consolidation at a ratio of 0.2195 new Mont Royal Share for every 1 Mont Royal Shares currently on issue.
Mont Royal proposes to issue up to 84,720,690 Consideration Options to the Commerce warrant and options holders. The Consideration Options will be issued at an equivalent exercise prices adjusted to the exchange ratio (2.3271 for 1) and consolidation ratio (0.2195 for 1) and will expire on the same dates as the existing Commerce warrant and options on issue.
Mont Royal is seeking to raise a minimum of A$8.0 million and up to A$10 million (before costs), subject to shareholder approval and consolidations required by Listing Rule 7.22.
Assumes completion of the Convertible Note Financing and automatic conversion of the Convertible Notes in accordance with their terms.

3. Issues in the previous 6 months

Mont Royal has not issued any securities in the past 6 months.

Commerce announced on the 18 March 2025 (“Grant Date”) the issue of 2,500,000 incentive stock options to certain officers and consultants (“Incentive Options”). The Incentive Options are exercisable for a period of three years from the Grant Date, expiring on 18 March 2028, at an exercise price of C$0.12 per share. As part of the Transaction the Incentive Options will be exchanged into Mont Royal incentive options of equivalent value.

For the purpose of ASX Guidance Note 12, Mont Royal confirms that no issue of securities in the past 6 months was underwritten.

4. No change in control

No person will acquire control of, or voting power of 20% or more, in Mont Royal as a result of the Transaction.

5. Principal activities and jurisdictions

Mont Royal’s current actvites

Mont Royal Resources Limited is an Australian based resource exploration company which owns 75% of Northern Lights Minerals Pty Ltd (Northern Lights). Northern Lights owns a 536km2 tenement in the Upper

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Eastmain Greenstone Belt in the emerging James Bay region, a Tier-1 mining jurisdiction of Quebec, Canada. The Northern Lights tenement package is prospective for lithium, precious (Gold, Silver) and base metals mineralisation (Copper, Nickel).

Commerce’s current actvites

Commerce is a junior mineral resource company focused on the exploration and development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. Commerce 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.

Merged Group’s proposed actvites post-completon of Transacton

The Merged Group’s primary focus will be the development of the Ashram Project which will include updating the PEA, consultation with Governments for funding and approvals and optimising infrastructure solutions. The Merged Group will also continue exploration of the Eldor Property’s niobium assets and its Northern Lights Project.

6. Merged Group key risk factors

Shareholders should be aware that if the Transaction proceeds, Mont Royal will be changing the nature and scale of its activities. Based on the information available, a non-exhaustive list of the key risk factors affecting Mont Royal (being the merged company on completion of the Proposed Transaction) are as follows:

Completion risk: Pursuant to the Agreement, Mont Royal will acquire Commerce. Completion under that agreement is subject to the fulfilment of certain conditions. There is a risk that the conditions for completion cannot be fulfilled and, in turn, completion does not occur. If the Transaction does not complete, Mont Royal will incur costs relating to advisers and other costs without any material benefit being achieved.
Re-quotation of shares on ASX: as the Proposed Transaction constitutes a significant change in the nature and scale or Mont Royal’s activities, Mont Royal will need to re-comply with Chapters 1 and 2 of the Listing Rules as if it were seeking admission to the Official List of ASX. There is a risk that Mont Royal may not be able to meet the requirements for re-quotation on ASX. Should this occur, Mont Royal shares will likely remain in suspension and not be able to be traded on the ASX until such time as those requirements can be met, if at all. Shareholders may be prevented from trading their Mont Royal shares should Mont Royal be suspended until such time as it does re-comply with the ASX Listing Rules.
Dilution risk: Existing Mont Royal shareholders will be diluted as a result of the Transaction. Mont Royal currently has 85,029,793 (18,664,040 on a post-consolidation basis) shares on issue. Under the terms of the Transaction, Mont Royal is proposing to issue:
108,302,216 shares on a post-consolidation basis to Commerce shareholders;
14,505,495 shares on a post-consolidation basis upon conversion of Convertible Notes;
84,720,690 options on a post-consolidation basis to Commerce warrant holders; and
Up to 50,000,000 shares on a post-consolidation basis under the Capital Raising.

Following completion of the Transaction and assuming the Capital Raising raises a maximum of A$10 million:

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existing Mont Royal shareholders will retain 9.7% of Mont Royal’s issued share capital (assuming existing shareholders do not acquire shares under the Capital Raising or Convertible Note Financing);
Commerce shareholders will hold 56.6% of Mont Royal’s issued share capital (assuming such shareholders do not acquire shares under the Capital Raising or Convertible Note Financing);
investors under the Convertible Note Financing will hold 7.6% of Mont Royal’s issued share capital upon conversion; and
investors under the Capital Raising will hold 26.1% of Mont Royal’s issued share capital.
Sovereign risk: Mont Royal’s assets are located in the states of Quebec and British Columbia, Canada. Mont Royal will be subject to risks of operating in those jurisdictions.
Political regulatory risk: any changes in government policy may result in changes to laws affecting ownership of assets, mining policy, monetary policy, taxation, exchange rates, environmental regulations, labour relations and return of capital. Any such change may affect Mont Royal's ability to undertake exploration and development activity at the projects.
Exploration and development: mineral exploration and development, by its nature, is a speculative and high risk undertaking that may be impeded by circumstances beyond the control of Mont Royal. Mont Royal is subject to customary risks associated with a mining entity, such as volatility of commodity prices and exchange rates, exploration and development costs.

• Mineral resources estimation risk: The calculation and interpretation of resource estimates are by their nature expressions of judgment based on knowledge, experience and industry practice. Estimates which were valid when originally calculated may alter significantly through additional fieldwork or when new information or techniques become available. This may result in alterations to development and mining plans, which may in turn adversely affect Mont Royal’s operations.

Environment: Mont Royal is subject to several laws and regulations to minimise the environmental impact of its operations and rehabilitation of any areas affected by its operations. Changes to environmental laws may result in revocation of licences, cessation or reduction of Mont Royal’s operations or materially increase exploration, development or production costs. Penalties for failure to adhere to requirements or, in the event of environmental damage, remediation costs can be substantive.

Climate change: Mont Royal is exposed to both transition risks and physical risks associated with climate change. This includes the emergence of new or expanded regulations associated with transitioning to a lower-carbon economy. Mont Royal may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit among an array of possible restraints on industry that may further impact Mont Royal and make it challenging to commercialise any resources it discovers. While Mont Royal will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that Mont Royal will not be impacted by these occurrences. Climate change may also cause certain physical and environmental risks that cannot be predicted by Mont Royal, including events such as increased severity of weather patterns and incidence of extreme weather events and longer-term physical risks such as shifting climate patterns. The transition and physical risks associated with climate change (including also regulatory responses to such

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and its operating and financial performance.

Infectious diseases: Outbreaks of infectious diseases (such as COVID-19) may lead to interruptions in operations, exploration and development activities, inability to source supplies or consumables and higher volatility in the global capital markets, commodity prices or foreign exchange, which may materially and adversely affect Mont Royal’s business, financial condition and results of operations. Additionally, such outbreaks can cause travel restrictions and prolonged closures of facilities or other workplaces which may have a material adverse effect on Mont Royal and the global economy more generally. Any material change in Mont Royal’s operating conditions, the financial markets or the economy as a result of these events may materially and adversely affect Mont Royal’s business, financial condition and results of operations.

Operational risk and insurance: Adverse weather conditions, unforeseen increases in establishment costs, accidents, industrial disputes, technical issues or encountering unusual geological formations or other unforeseen events could increase operational costs and significantly disrupt Mont Royal’s operations, possibly restricting Mont Royal’s ability to advance its exploration programs. Mont Royal will mitigate this risk by, among other things, taking out appropriate insurance in line with industry practice.

• Counterparty exposure and joint ventures: If one of Mont Royal’s counterparties or joint venture partners fails to adequately perform contractual obligations, this may result in loss of earnings, termination of particular contracts, disputes and/or litigation, which may adversely affect Mont Royal’s financial performance and business operations.

• Specialised skill and knowledge: The nature of Mont Royal’s business requires specialised skills and knowledge, including in the areas of geology, metallurgical processing, community and governmental relations and environmental compliance. Mont Royal also relies on staff members, local contractors and consultants with specialised knowledge of logistics and operations in the countries in which it operates. In order to attract and retain personnel with the specialised skills and knowledge required for Mont Royal’s operations, Mont Royal maintains remuneration and compensation packages it believes to be competitive. Mont Royal and other companies in the mining and resources industry compete for qualified and key personnel, and if Mont Royal is unable to attract and retain qualified personnel or fail to establish adequate succession planning strategies, its financial condition and/or results or operations could be materially adversely affected.

Additional capital requirements: Mont Royal may require additional funds in the future to progress work on its projects and development capital required for the Ashram Project. There is a risk that Mont Royal may not be able to obtain funds on attractive terms or at all.

• General market risks: Mont Royal is exposed to general market and economic condition risks including adverse changes in levels of economic activity, exchange rates, interest rates, commodity price volatility, government policies, employment rates and industrial disruption.

7. Accounts

Mont Royal

Mont Royal’s Annual Report for the year ended 30 June 2024 and 30 June 2023 , along with its accounts for its most recent half year ended 31 December 2024, is available on the ASX announcements platform, accessible through the following link: www.asx.com.au/markets/company/mrz.

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Commerce

An indicative pro forma statement of financial position of the Merged Group, as at 31 December 2024, based on the publicly available reviewed accounts of Mont Royal as at 31 December 2024 and audited accounts of Commerce as at 31 October 2024 is set out in Appendix D.

Commerce’s audited accounts are accessible through the following link: htps://commerceresources.com/fnancial-reports/

8. ASX Waivers and Confirmations

Mont Royal has applied for the ASX waivers and confirmations set out in Appendix E in connection with the Transaction. At the time of this announcement, ASX is yet to formally make a decision on these matters The Agreement recognises ASX may apply certain mandatory escrow periods on certain securities of MRZ.

Under ASX Listing Rule 1.1 condition 1, ASX must be satisfied that Mont Royal has a structure and operations appropriate for a listed entity before it can be re-admitted to the official list. Under ASX Listing Rule 1.19, re-admission to the official list is in ASX’s absolute discretion and ASX may refuse re-admission without giving any reasons.

Mont Royal previously submitted an application for in-principle advice on its suitability for re-admission to the official list of the ASX. ASX has identified the requirement for a confirmation that all of the property claims over the Ashram Rare Earth Element and Fluorspar Deposit are in good standing to the satisfaction of ASX ( In-Principle Condition ).

As at the date of this announcement Commerce is in the process of finalising its renewal application for the permits underlying the Ashram Rare Earth Element and Fluorspar Deposit and anticipates satisfying the In-Principle Condition prior to finalisation of the Mont Royal Notice of Meeting and Prospectus. Therefore, Mont Royal is yet to satisfy the In-Principle Condition and should they not be addressed to ASX’s satisfaction, the Mont Royal’s application for re-admission will be formally considered under ASX’s admission discretion in accordance with ASX Listing Rule 1.19. In that event, there is a significant likelihood that Mont Royal will fail to satisfy ASX Listing Rule 1.1 condition 1 and/or that ASX will exercise its discretion under ASX Listing Rule 1.19 to refuse Mont Royal’s application for re-admission to the official list of the ASX.

9. Fees paid or payable to facilitators

Yelverton Capital will receive a cash completion fee equal to 1.75% of the undiluted market capitalisation of Merged Group at successful completion of the Transaction. Wallabi Group will receive a cash completion 6 fee equal to 2% of the prescribed value of Commerce upon the successful completion of the Transaction.

Churchill SIG Pty Ltd, an entity related to existing Commerce director Jeremy Robinson and proposed Merged Group director, Cameron Henry, will be entitled to a 6% cash fee on the Convertible Note Financing and entitled to 2,000,000 warrants with an exercise price of C$0.075 and an expiry date 3 years from the date of issue at completion of the Convertible Note Financing.

Peloton Capital Pty Ltd and Wallabi Group are proposed to be appointed as Joint Lead Managers to the Capital Raising. The Joint Lead Managers will be entitled to a Capital Raising fee of 6% on funds raised by them.

10. Appropriate enquiries

Mont Royal has undertaken appropriate enquiries into the prospects of exploration and development programs and is satisfied that the Transaction is in the interests of Mont Royal and its security holders. Mont Royal has also undertaken appropriate enquiries into the assets and liabilities, financial position and performance, profits and losses, and prospects of Commerce for the board of Mont Royal to be satisfied

6 Approximately $21.7m based on an AUD/CAD exchange rate of 0.91/1.

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that the Transaction is in the best interests of Mont Royal and its security holders. Further information will be outlined in the Mont Royal Notice of Meeting and Prospectus.

11. Reinstatement on ASX

Mont Royal notes that:

the Transaction requires Mont Royal shareholder approval under the ASX Listing Rule 11.1.2 and therefore may not proceed if that approval is not forthcoming;
Mont Royal is required to re-comply with ASX’s requirements for admission and quotation and therefore the Transaction may not proceed if those requirements are not met;
ASX has an absolute discretion in deciding whether to re-admit Mont Royal to the official list and to quote its securities and therefore the Transaction may not proceed if ASX exercises that discretion; and
investors should take account of these uncertainties in deciding whether or not to buy or sell Mont .
Royal’s securities

Furthermore, Mont Royal notes that:

ASX takes no responsibility for the contents of this announcement;
it is in compliance with its continuous disclosure obligations under ASX Listing Rule 3.1; and
all material and accessible information available to the directors of Mont Royal have been included in this announcement.

For and on behalf of the Board

ENDS.

Shaun Menezes | Company Secretary

Nicholas Read For Further Information: Peter Ruse Investor and Media Relations Executive Director +61 419 929 046 [email protected] [email protected]

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About Mont Royal Resources

Mont Royal Resources Limited (ASX: MRZ) is an Australian company that owns 75% of Northern Lights Minerals 536km[2] tenement package located in the Upper Eastmain Greenstone belt. The projects are located in the emerging James Bay area, a Tier-1 mining jurisdiction of Quebec, Canada, and are prospective for lithium, precious (Gold, Silver) and base metals mineralisation (Copper, Nickel).

For further information regarding Mont Royal Resources Limited, please visit the ASX platform (ASX: MRZ) or the Mont Royal’s website www.montroyalres.com

About Commerce Resources

Commerce Resources Corp. is a junior mineral resource company focused on the development of the Ashram Rare Earth and Fluorspar Deposit located within their Eldor Property, in northern Quebec, Canada. 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 (more than 30 – 45% TREO) mineral concentrates at high recovery (more than 60 – 75%) in line with active global producers.

The Ashram Deposit also has a fluorspar component which makes it one of the largest potential sources of fluorspar in the world and could be a long-term supplier to the met-spar and acid-spar markets. Commerce is positioning itself 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.

Additionally, Commerce is committed to exploring the potential of other high-value commodities on the Property such as niobium and phosphate minerals, which may help advance Ashram by reducing costs through shared development.

www.commerceresources.com or email For more information, please visit the corporate website at [email protected].

Competent Persons Statement

Bohier Project

The information in this announcement relating to exploration results for the Bohier Project is extracted from the ASX announcement entitled “ASSAY RESULTS CONFIRM EXTENSIVE MINERALISED ZONE AT BOHIER LITHIUM PROJECT” released to the ASX on 12th November 2024 which is available to view on Mont Royal’s website: www.montroyalres.com. Mont Royal confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement.

Eastmain Lèran Project

The information in this announcement relating to exploration results for the Eastmain Lèran Project is extracted from the ASX announcement entitled “ FURTHER HIGH GRADE LITHIUM SAMPLES RECEIVED FROM EASTMAIN LERAN” released to the ASX on 21[st] November 2023 which is available to view on Mont Royal’s website: www.montroyalres.com. Mont Royal confirms that it is not aware of any new information or data that materially affects the information included in the original market announcement.

Ashram Project

The information in this announcement relating to exploration results for the Ashram Project is based on, and

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fairly represents, information and supporting documentation prepared by Patrik T. Schmidt. Patrik T. Schmidt is engaged by Mont Royal and is a full-time employee of Dahrouge Geological Consulting Ltd. and is a member of Ordre des Géologues du Québec (Geologist Permit number 02440) and with Professional Geoscientists Ontario (Geologist Permit number 3719 . Patrik T. Schmidt has sufficient experience that is relevant to the style of mineralisation and types of deposits under consideration and to the activity which they have undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves. Patrik T. Schmidt consents to the inclusion in this announcement of the matters related to the Commerce Mineral Resources based on this information in the form and context in which it appears.

End Notes

Important Notices & Disclaimers

Forward Looking Statements

This announcement contains certain “forward looking statements” within the meaning of Australian securities laws and “forward looking information” within the meaning of Canadian securities laws (collectively referred to as “forward looking statements”). All statements, other than statements of historical fact, that address circumstances, events, activities or developments that could, or may or will occur are forward looking statements. Forward looking statements involve subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies including those risk factors associated with the mining industry, many of which are outside the control of, change without notice, and may be unknown to Mont Royal or Commerce. These risks and uncertainties include but are not limited to liabilities inherent in mine development and production, geological, mining and processing technical problems, the inability to obtain any additional mine licences, permits and other regulatory approvals required in connection with mining and third party processing operations, competition for amongst other things, capital, acquisition of reserves, undeveloped lands and skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices and exchange rates, currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral products, including labour stoppages and severe weather conditions, the demand for and availability of transportation services, the ability to secure adequate financing and management’s ability to anticipate and manage the foregoing factors and risks.

Forward looking statements in this announcement include, but are not limited to, statements regarding: the expected timetable, outcome and effects of the Transaction; the anticipated benefits of the Transaction to Mont Royal’s and Commerce’s shareholders; the prospects and outcomes of Mont Royal’s and Commerce’s assets; the ability of Mont Royal and Commerce to complete the Transaction on the terms described herein or at all; the plans and strategies of Mont Royal or Commerce; the future performance of Mont Royal or Commerce; the ability to obtain the requisite regulatory, stock exchange, court and shareholder approvals for the Transaction; and statements about market and industry trends, which are based on interpretation of market conditions. Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”, “expect”, “likely”, “propose”, “will”, “intend”, “should”, “could”, “may”, “believe”, “forecast”, “estimate”, “target”, “outlook”, “guidance” (including negative or grammatical variations) and other similar expressions. No representation, warranty, guarantee or assurance, express or implied, is given or made in relation to any forward looking statement. In particular no representation, warranty or assumption, express or implied, is given in relation to any underlying assumption or that any forward looking statement will be achieved. There can be no assurance that the forward looking statements will prove to be accurate. Actual and future events may vary materially from the forward looking statements and the assumptions on which the forward looking statements were based, because events and actual circumstances frequently do not occur as forecast and future results are subject to known and unknown risks such as changes in market conditions and regulations.

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Given these uncertainties, readers are cautioned not to place undue reliance on such forward looking statements, and should rely on their own independent enquiries, investigations and advice regarding information contained in this announcement. Any reliance by a reader on the information contained in this announcement is wholly at the reader’s own risk.

To the maximum extent permitted by law or any relevant listing rules of the ASX/TSX-V, Mont Royal and Commerce and their respective related bodies corporate and affiliates and their respective directors, officers, employees, advisors, agents and intermediaries disclaim any obligation or undertaking to disseminate any updates or revisions to the information in this announcement to reflect any change in expectations in relation to any forward looking statements or any such change in events, conditions or circumstances on which any such statements were based. Nothing in this announcement will, under any circumstances (including by reason of this announcement remaining available and not being superseded or replaced by any other announcement or publication with respect to Mont Royal, Commerce or the subject matter of this announcement), create an implication that there has been no change in the affairs of Mont Royal or Commerce since the date of this announcement.

Limitaton on Informaton Regarding Mont Royal and Commerce

All information in this announcement in relation to Commerce – including in relation to the estimates of Mineral Resources and other technical and financial information – has been sourced from, prepared for, or provided by Commerce and its related bodies corporate. Whilst Mont Royal has undertaken due diligence in order to seek to verify the accuracy of this information, no representation or warranty, expressed or implied, is made as to the fairness, accuracy, correctness, completeness or adequacy of any such information relating to Commerce.

All information in this announcement in relation to Mont Royal – including in relation to technical and financial information – has been sourced from, prepared for, or provided by Mont Royal and its related bodies corporate. Whilst Commerce has undertaken due diligence in order to seek to verify the accuracy of this information, no representation or warranty, expressed or implied, is made as to the fairness, accuracy, correctness, completeness or adequacy of any such information relating to Mont Royal.

Not Investment Advice

This announcement is not financial product, investment advice or a recommendation to acquire securities of Mont Royal or Commerce and has been prepared without taking into account the objectives, financial situation or needs of individuals. Each recipient of this announcement should make its own enquiries and investigations regarding all information in this announcement, including, but not limited to, the assumption, uncertainty and contingencies which may affect future operations of Mont Royal and/or Commerce and the impact that different future outcomes may have on Mont Royal and/or Commerce. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial situation and needs, and seek legal, taxation and financial advice appropriate to their jurisdiction and circumstances.

Unless otherwise stated, all dollar values in this Announcement are reported in Australian dollars.

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Appendix A – Commerce Foreign Estimate Disclosures (as required by ASX Listing Rule 5.12)

The Mineral Resources for Commerce, which includes an Indicated Mineral Resource of 73.2Mt at 1.89% REO and 6.6% CaF2 and an Inferred Resource of 131.1Mt at 1.91% REO and 4.0% CaF2, at a cut-off of C$287 Net Metal Return (NMR) per tonne, are estimated at 4 April 2024.[7]

The information in this announcement relating to Commerce’s Mineral Resources is reported in accordance with the requirements applying to foreign estimates in the ASX Listing Rules and, as such, are not reported in accordance with the JORC Code.

Mineral Resources in accordance with the JORC Code 2012.

It is uncertain that following evaluation and/or further exploration work that the Mineral Resources will be able to be reported as Mineral Resources in accordance with the JORC Code.

The information in this announcement relating to Mineral Resource for Commerce is based on the technical report titled "Mineral Resource Estimate for the Ashram Rare Earth and Fluorspar Deposit" with an effective date of 4 April 2024 which was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects .

The Mineral Resources estimates for Commerce are not, and do not purport to be, compliant with the JORC Code and are therefore classified as “foreign estimates” under the ASX Listing Rules.

Mineral Resources Statement[8]

Cut-of NMR		$287/t	$287/t
Category		Indicated	Inferred
Tonnes	Mt	73.2	131.1
Total REO	%	1.89	1.91
Nd+Pr Oxide/TREO		21.2	21.4
Tb+Dy Oxide/TREO		0.7	0.5
La2O3	ppm	4,829	4,969
Ce2O3		8,753	8,933
Pr2O3		907	927

7 Refer to the cautionary statement on Page 1 of this announcement.

8 Mineral Resources estimates for Commerce are based on the technical report titled “Mineral Resource Estimate for the Ashram Rare Earth Element and Fluorspar Deposit, Nunavik, Québec, Canada” with an effective date of 4 April 2024 which was prepared in accordance with NI43-101 and is available on Commerce’s profile on SEDAR+ at www.sedarplus.ca. Refer to the Commerce - Foreign Estimate Disclosures in Appendix A of this announcement. Refer to the cautionary statement on Page 1 of this announcement.

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Nd2O3		3,112	3,162
Sm2O3		412	385
Eu2O3		98	87
Gd2O3		223	195
Tb2O3		24	19
Dy2O3		102	73
Ho2O3		14	10
Er2O3		31	21
Tm2O3		3	2
Yb2O3		18	13
Lu2O3		2	2
Y2O3		419	280
Fluorspar (CaF2)	%	6.6	4.0

Notes on the Ashram Resource table:

Mineral resources are not mineral reserves as they have not demonstrated economic viability. The quantity and grade of reported Inferred Resources in this MRE are uncertain in nature and there has been insufficient exploration to define these Inferred Resources as Indicated or Measured. However, it is reasonably expected that the majority of Inferred Mineral Resources could be upgraded to Indicated Mineral Resources with continued exploration.
Resources are presented as undiluted and in situ for an open-pit scenario and are considered to have reasonable prospects for eventual economic extraction. The constraining pit shell was developed using an overall pit slope of 52 degrees, and the resulting strip ratio is 2.7:1.
Three-dimensional modelling was prepared using Leapfrog Geo v.2023.2.1 with a database of 213 surface drill holes, six surface channels and 32,962 samples, of which 117 drill holes and a total of 18,495 assays were used to interpolate the block model mineralized zones.
zero grade was applied in cases of core not assayed.
High-grade capping was done on the composited assay data and established on a per-zone basis for each element.
Density values were interpolated using ordinary kriging for four rock types in the geological model, including the three mineralized rock types (A-Zone, B-Zones and Breccia (Classic)), with density averages of 3.08 g/cm3 for A-Zone, 3.00 g/cm3 for B-Zone, 3.05 g/cm3 for Breccia (Classic), and 2.92 g/cm3 for BD- Zone. Surrounding country rock lithologies were given a fixed density value from their range median values: Carbonatites ranging from 2.85 g/cm3 to 2.97 g/cm3, Metavolcanic = 2.84 g/cm3, and Lamprophyre = 2.97 g/cm3.” Grade model resource estimation was interpolated from drill hole data using an OK interpolation method in a sub-blocked block model using blocks measuring 5 m x 5 m x 5 m in size and sub-blocks down to 1.25 m x 1.25 m x 1.25 m.
(2021, 2022 and 2023) for the five payable oxides; (USD1.25/kg for La2O3, USD95/kg for Pr2O3, USD95/kg for Nd2O3, USD1,500/kg for Tb2O3, and USD375/kg for Dy2O3), estimated metal recoveries, and operating costs for mining, processing, transportation and G&A. A cut-off of CAD287/t is considered as the base case for the MRE and is guided by reasonable prospects of eventual economic extraction over a reasonable timeframe. The cut-off grade considers a CAD:USD exchange rate of 1.30. Metal prices sourced from Adamas Intelligence’s Rare Earth Pricing Quarterly Outlook (Q1 2024).

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Inferred mineral resources are constrained to areas where drill spacing is less than 200 m, and where reasonable geological and grade continuity is shown. Indicated mineral resources are constrained to areas where drill spacing is less than 70 m, and where reasonable geological and grade continuity is displayed
An open-pit mining method was considered for the MRE and a conceptual pit shell to constrain the resources was developed using Hexagon’s MinePlan 3D software, Version 16.05.
REO is the sum of lanthanides (as oxides) + yttrium oxide. NdPr distribution is calculated as (Nd2O3 + Pr2O3) / REO x 100. TbDy distribution calculated as (Tb2O3 + Dy2O3) / REO x 100. CaF2 is calculated from fluorine assay using factor of 2.055 (F to CaF2) and assumes all fluorine is contained within the mineral fluorite (“fluorspar”).
Calculations used metric units (metre, tonne). Metric tonnages have been rounded, and any discrepancies in total amounts are due to rounding errors.
CIM definitions and guidelines (2019) for Mineral Resource Estimates have been followed.
The Qualified Persons ( QPs ) are unaware of any known environmental, permitting, legal, title-related, taxation, socio-political or marketing issues or any other relevant issues that could materially affect this MRE.

ASX Listing Rule 5.12 requires specific information to be included in a public announcement that contains a foreign estimate. In accordance with ASX Listing Rule 5.12, Mont Royal provides the additional information below and the information elsewhere in this announcement.

Competent Person’s Statement

Patrik T. Schmidt confirms that the information in this market announcement that relates to Commerce’s Mineral Resources provided under ASX Listing Rules 5.12.2 to 5.12.7 is an accurate representation of the available data and studies supplied to Mont Royal as a foreign estimate. Patrik T. Schmidt is a full-time employee of Dahrouge Geological Consulting Ltd. and is a member of Ordre des Géologues du Québec (Geologist Permit number 02440) and with Professional Geoscientists Ontario (Geologist Permit number 3719 . Patrick T. Schmidt is a consultant to the Company. Patrik T. Schmidt has sufficient experience that is relevant to the style of mineralisation and types of deposits under consideration and to the activity which they have undertaken to qualify as a Competent Person as defined in the 2012 Edition of the Australasian Code for the Reporting of Exploration Results, Mineral Resources and Ore Reserves. Patrik T. Schmidt consents to the inclusion in this announcement of the matters related to the Commerce Mineral Resources based on this information in the form and context in which it appears.

ASX Listng Rule	ASX Explanaton	Commentary
5.12.1	The source and date of the historical estmates or foreign estmates	The updated Mineral Resource Estmate is reported in the NI 43-101 Technical Report dated 22 May 2024 (Foreign Estmate). The Foreign Estmate is efectve as of 4 April 2024. The document can be found at htps://commerceresources.com/commerce-resources- announces-signifcant-increase-in-indicated-mineral- resource-for-the-ashram-rare-earth-fuorspar-deposit- quebec/
5.12.2	Whether the historical estmates or foreign estmates use categories of mineralisaton other than those defned in Appendix 5A (JORC Code) and if so,an explanaton of the	The Foreign Estmate has been prepared in accordance with the Canadian Natonal Instrument 43-101 (“NI 43-101”) The Foreign Estmate contains categories of NI 43-101 ‘Indicated’ and ‘Inferred’, that are consistent with the

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	diferences	terminology of the ‘Indicated’ and ‘Inferred’ under the JORC Code(2012 Editon).
5.12.3	The relevance and materiality of the historical estmates or foreign estmates to the entty	The Foreign Estmate is material to the entty being acquired by Mont Royal. Mont Royal considers the Foreign Estmates of the Ashram Deposit to be material given the signifcant resource value, project development, and funding strategies. The development of the Foreign Estmate will be a key focus for Mont Royal followingcompleton of the Transacton.
5.12.4	The reliability of historical estmates or foreign estmates, including by reference to any of the criteria in Table 1 of Appendix 5A (JORC Code) which are relevant to understanding the reliability of the historical estmates or foreign estmates	The Foreign Estmate is supported by extensive QA/QC, validated drill data, geological modeling, and site verifcaton as per NI 43-101 and comparable criteria outlined in Table 1 of the JORC Code (2012 Editon). The Foreign Estmate is considered to be reliable by Mont Royal for the following reasons: • Key criteria, as defned in Table 1 of the JORC Code 2012, has been addressed; and • The foreign estmate has been reported publicly through the release of a NI 43-101 Technical Report supported by relevantly experienced Qualifed Persons.
5.12.5	To the extent known, a summary of work programs on which the historical estmates or foreign estmates are based and a summary of the key assumptons, mining and processing parameters and methods used to prepare the historical or foreign estmates	The Foreign Estmate is based on diamond drilling undertaken between 2008–2022. ). The underlying database contains 213 surface diamond drill holes, six (6) surface channels and 32,962 samples. Of these 213 drill holes, 117, for a total of 28,783 m, were used to interpolate the block model. • Sampling procedures follow industry-standard protocols, including QA/QC measures. Quality control samples representng approximately 4.5 to 5% of the total samples collected and shipped to Actvaton Laboratories (Actlabs) in Ontario. • Samples were analyzed using lithium metaborate/tetraborate fusion followed by Inductvely Coupled Plasma (ICP) for the major oxides and by Inductvely Coupled Plasma Mass Spectrometry (ICP-MS) for a series of 57 elements, which include the REEs (Actlabs code 8-REE package by fusion ICP and ICP/MS). The element F is analyzed using fusion ion selectve electrode (ISE) (Actlabs code 4F-F). • The independent QP validated the database, ensuring coordinate systems (UTM NAD83 Zone 19), drill logs, assay data,and downhole surveys were consistent and accurate.

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		• Geological units and REE-bearing zones (A-Zone, B-Zone, Breccia Classic) were wireframed in Leapfrog Geo™ based on drill intercepts and lithology. Zones were treated as hard boundaries to avoid grade smearing across diferent lithologies. • Based on statstcal and geological consideratons, 13,589 composites were generated by the independent QP with an average length of 2 m, ranging from 1 m to 3 m, afer removing outliers and redistributng the tails. In REE- bearing zones, 98.3% of the samples are between 0.5 m and 2 m long. • Variograms were modeled to understand spatal grade contnuity for each element. This guided the Ordinary Kriging (OK) interpolaton parameters. • A 3D block model (with 5 m x 5 m x 5 m parent blocks, sub- blocked to 1.25 m) was created. Block grades were interpolated using Ordinary Kriging, constrained by the zone wireframes. • The pricing used for the fve payable rare earth oxides in the Ashram Deposit resource estmate is based on the 3-year annualized average (2021–2023) from Adamas Intelligence’s Rare Earth Pricing Quarterly Outlook (Q1 2024): `o` La₂O₃: USD 1.25/kg `o` Pr₂O₃: USD 95/kg `o` Nd₂O₃: USD 95/kg `o` Tb₂O₃: USD 1,500/kg `o` Dy₂O₃: USD 375/kg • The Foreign Estmate cut-of, expressed as an NMR (net metal return) value was considered CAD287/t as the base case and is guided by reasonable prospects of eventual economic extracton over a reasonable tmeframe. The cut- of grade considers a CAD:USD exchange rate of 1.30.
5.12.6	Any more recent estmates or data relevant to the reported mineralisaton available to the entty	The Foreign Estmate is the most recent public estmate and is current as of the NI 43-101 fling by Commerce in respect of the Foreign Estmate.
5.12.7	The evaluaton and/or exploraton work that needs to be completed to verify the historical estmates or foreign	It is not necessary to undertake further exploraton works to verify the resource is in accordance with ASX Listng Rules Appendix 5A (JORC Code). An independent review of the mineral resource estmate is currentlybeingundertaken in

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	estmates as Mineral Resources or Ore Reserves in accordance with ASX Listng Rules Appendix 5A(JORC Code)	respect of the Ashram Deposit and an independent technical report will be contained within Mont Royal’s Prospectus. This announcement includes a competent person sign of for the Foreign Estmate under the JORC Code 2012.
5.12.8	The proposed tming of any evaluaton and/or exploraton work that the entty intends to undertake and a comment on how the entty intends to fund that work	Not applicable. The Foreign Estmate disclosed in accordance with Appendix 5A (JORC Code) will be released by Mont Royal as part of the Prospectus.
5.12.9	A cautonary statement proximate to, and with equal prominence as, the reported historical estmates or foreign estmates statng that: • the estmates are historical estmates or foreign estmates and are not reported in accordance with the JORC Code; • a Competent Person has not done sufcient work to classify the historical estmates or foreign estmates as Mineral Resources or Ore Reserves in accordance with the JORC Code; and • it is uncertain that following evaluaton and/or further exploraton work that the historical estmates or foreign estmates will be able to be reported as Mineral Resources or Ore Reserves in accordance with the JORC Code	Mont Royal cautons that the Mineral Resources for Commerce are not reported in accordance with the JORC Code 2012. A Competent Person has not yet completed sufcient work to classify the Mineral Resources as JORC Code Mineral Resources in accordance with the JORC Code 2012. It is uncertain that following evaluaton and/or further exploraton work that the Mineral Resources will be able to be reported as Mineral Resources in accordance with the JORC Code. Nothing has come to the atenton of Mont Royal that causes it to queston the accuracy or reliability of Commerce’s estmates of NI43-101 Standard Mineral Resources, but Mont Royal has not independently validated those estmates and therefore Mont Royal is not to be regarded as reportng, adoptng or endorsing those estmates.
5.12.10	A statement by a named competent person or persons that the informaton in the market announcement provided under rules 5.12.2 to 5.12.7 is an accurate representaton of the available data and studies for the material mining project. The statement must include the informaton referred to in rule 5.22(b)and(c)	See Competent Person’s statement above.

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Appendix B – Ashram Project

Part A – JORC (2012) Table 1

Secton 1: Sampling Techniques and Data	Secton 1: Sampling Techniques and Data
Criteria	JORC Code Explanaton	Commentary
*Sampling* *techniques*	• Nature and quality of sampling (eg cut channels, random chips, or specifc specialised industry standard measurement tools appropriate to the minerals under investgaton, such as down hole gamma sondes, or handheld XRF instruments, etc). These examples should not be taken as limitng the broad meaning of sampling. • Include reference to measures taken to ensure sample representvity and the appropriate calibraton of any measurement tools or systems used. • Aspects of the determinaton of mineralisaton that are Material to the Public Report. In cases where ‘industry standard’ work has been done this would be relatvely simple (eg ‘reverse circulaton drilling was used to obtain 1 m samples from which 3 kg was pulverised to produce a 30 g charge for fre assay’). In other cases more explanaton may be required, such as where there is coarse gold that has inherent sampling problems. Unusual commodites or mineralisaton types (eg submarine nodules) may warrant disclosure of detailed informaton.	Sampling comprises diamond drill core collected from 2008 to 2022. All drill core was oriented to maximum foliaton prior to logging and sampling. Core was split pre-dominantly using a diamond saw, with half-core submited for analysis. Sample intervals typically ranged from 0.5 m to 3.0 m and consider lithology, mineralogy, and texture. Samples typically end on lithological boundaries. Sampling procedures follow industry- standard protocols, including QA/QC measures. Core samples collected from drill holes were shipped to Actlabs in Ancaster, ON, for sample preparaton. All samples received are inventoried and typically weighted. Drying is done to samples having excess humidity. Sample material is crushed in a jaw and/or roll crusher to 80% passing 10 mesh, followed by a 250-g rife split to obtain a sub-sample, which is then pulverized to 95% passing 105 µ using a single component (fying disk) or a two component (ring and puck) ring mill (package RX1). The pulp material is then analyzed using lithium metaborate/tetraborate fusion followed by Inductvely Coupled Plasma (ICP) for the major oxides and by Inductvely Coupled Plasma Mass Spectrometry (ICP-MS) for a series of 57 elements, which include the REEs (Actlabs code 8-REE package by fusion ICP and ICP/MS). The element F is analyzed using fusion ion selectve electrode (ISE) (Actlabs code 4F-F).
*Drilling* *Techniques*	• Drill type (eg core, reverse circulaton, open- hole hammer, rotary air blast, auger, Bangka, sonic, etc) and details (eg core diameter, triple or standard tube, depth of diamond tails, face-	All drilling was completed using diamond core methods, primarily NQ and HQ diameter. Core was not oriented; however, downhole televiewer data has been collected on multple holes. Drilling contractors employed industry-standard techniques.

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	sampling bit or other type, whether core is oriented and if so, _by what method, etc). _
*Drill* *Sample* *Recovery*	• Method of recording and assessing core and chip sample recoveries and results assessed. • Measures taken to maximise sample recovery and ensure representatve nature of the samples. • Whether a relatonship exists between sample recovery and grade and whether sample bias may have occurred due to preferental loss/gain of fne/coarse material.	Core recovery was measured for each run, with values generally exceeding 90%. Recovery data was logged in the geological database. No bias or correlaton between recovery and grade was observed.
*Logging*	• Whether core and chip samples have been geologically and geotechnically logged to a level of detail to support appropriate Mineral Resource estmaton, mining studies and metallurgical studies. • Whether logging is qualitatve or quanttatve in nature. Core (or costean, channel, etc) photography. • The total length and percentage of the relevant intersectons logged.	Core was logged for lithology, alteraton, mineralizaton, and structure. Logging was completed in both qualitatve and quanttatve (geotechnical) formats. A specifc gravity measurement of an entre sample was collected at systematc intervals using the water immersion method. Core was photographed before cutng.
*Subsampling* *techniques* *and* *sample* *preparaton*	• If core, whether cut or sawn and whether quarter, half or all core taken. • If non-core, whether rifed, tube sampled, rotary split, etc and whether sampled wet or dry. • For all sample types, the nature, quality and appropriateness of the sample preparaton technique. • Quality control procedures adopted for all sub-sampling stages to maximise representvity of samples. • Measures taken to ensure that the sampling is representatve of the insitu material collected, including for instance results for feld duplicate/second-half sampling. • Whether sample sizes are appropriate to the grain size of the material being sampled	Half-core samples were prepared by certfed laboratories following standard protocols: drying, crushing, splitng, and pulverizing to 85% passing 75 microns. Field duplicates and pulp duplicates were routnely inserted. Sample size and preparaton procedures are considered appropriate.

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*Quality of assay* *data* *and* *laboratory tests*	• The nature, quality and appropriateness of the assaying and laboratory procedures used and whether the technique is considered partal or total. • For geophysical tools, spectrometers, handheld XRF instruments, etc, the parameters used in determining the analysis including instrument make and model, reading tmes, calibratons factors applied and their derivaton, etc. • Nature of quality control procedures adopted (eg standards, blanks, duplicates, external laboratory checks) and whether acceptable levels of accuracy (ie lack of bias) and precision have been established.	Samples were assayed using ICP-MS methods for rare earth element analysis and XRF for niobium and tantalum. QA/QC protocols included certfed reference materials, blanks, pulp duplicates, and external laboratory checks. Results fall within acceptable accuracy and precision limits.
*Verifcaton* of *sampling* *and* *assaying*	• The verifcaton of signifcant intersectons by either independent or alternatve company personnel. • The use of twinned holes. • Documentaton of primary data, data entry procedures, data verifcaton, data storage (physical and electronic) protocols. • Discuss any adjustment to assay data	Data was verifed by independent Qualifed Persons (NI 43-101). Verifcaton included checks of collar locatons, drill logs, and assay entries. No twinned holes were completed, although nests have been completed on several holes to support downhole instrument installaton Data capture utlizes MX Deposit sofware whereby core logging data is either entered directly into the sofware (2021 and 2022) or data has been collected in diferent formats (prior to 2021) and subsequently entered into MX Deposit sofware for storage, including direct import of laboratory analytcal certfcates as they are received. The Company employs various on-site and post QAQC protocols to ensure data integrity and accuracy. Adjustments to data include reportng the individual rare-earth elements, niobium and tantalum in their oxide forms, as it is reported in elemental form in the assay certfcates. Conversion factors are as follows: • Ta x 1.221 = Ta2O5 • Nb x 1.4305 = Nb2O5 • La x 1.1728 = La₂O₃ • Ce x 1.1713 = Ce₂O₃ • Pr x 1.1702 = Pr₂O₃

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		• Nd x 1.1664 = Nd₂O₃ • Sm x 1.1596 = Sm₂O₃ • Eu x1.1579 = Eu₂O₃ • Gd x 1.1526 = Gd₂O₃ • Tb x 1.1510 = Tb₂O₃ • Dy x 1.1477 = Dy₂O₃ • Ho x 1.1455 = Ho₂O₃ • Er x 1.1435 = Er₂O₃ • Tm x 1.1421 = Tm₂O₃ • Yb x 1.1387 = Yb₂O₃ • Lu x 1.1371 = Lu₂O₃ • Y x 1.2699 = Y₂O₃ • F x 2.055 = CaF2 REO is the sum of lanthanides (as oxides) + ytrium oxide. NdPr distributon is calculated as (Nd2O3 + Pr2O3) / REO x 100. TbDy distributon calculated as (Tb2O3 + Dy2O3) / REO x 100. CaF2 is calculated from fuorine assay using factor of 2.055 (F to CaF2) and assumes all fuorine is contained within the mineral fuorite(“fuorspar”).
*Locaton of data* *points*	• Accuracy and quality of surveys used to locate drill holes (collar and downhole surveys), trenches, mine workings and other locatons used in Mineral Resource estmaton. • Specifcaton of the grid system used. • Quality and adequacy of topographic control.	Drill collars were surveyed using a real-tme kinematc (RTK) GPS by a certfed land surveor. UTM NAD83 Zone 19N was used for reportng.
*Data spacing and* *distributon*	• Data spacing for reportng of Exploraton Results. • Whether the data spacing and distributon is sufcient to establish the degree of geological and grade contnuity appropriate for the Mineral Resource and Ore Reserve estmatonprocedure(s) and classifcatons applied.	Drill spacing ranges from <70 m for Indicated Resources to up to 200 m for Inferred Resources. Sampling density supports geological and grade contnuity sufcient for classifcaton. Composites of 2.5 m were used in the estmaton.

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	• Whether sample compositng has been applied
*Orientaton* of *data in relaton to* *geological* *structure*	• Whether the orientaton of sampling achieves unbiased sampling of possible structures and the extent to which this is known, considering the deposit type. • If the relatonship between the drilling orientaton and the orientaton of key mineralised structures is considered to have introduced a sampling bias, this should be assessed and reported if material.	Drill holes were generally oriented perpendicular to the interpreted mineralized zones. No signifcant bias is interpreted from drill orientaton relatve to geological structures.
*Sample security*	• The measures taken to ensure sample security	Chain of custody procedures were in place from drill site to analytcal lab. Samples were stored securely prior to dispatch. Sample shipment logs were maintained and verifed.
*Audits or reviews*	• The results of any audits or reviews of sampling techniques and data.	The sample database and QA/QC procedures were reviewed by independent QPs. Recommendatons were implemented where applicable. The database is considered reliable for Mineral Resource estmaton.

Secton 2: Reportng of Exploraton Results
Criteria	JORC Code Explanaton	Commentary
*Mineral* *tenement* *and* *land* *tenure* *status*	• Type, reference name/number, locaton and ownership including agreements or material issues with third partes such as joint ventures, partnerships, overriding royaltes, natve ttle interests, historical sites, wilderness or natonal park and environmental setngs. • The security of the tenure held at the tme of reportng along with any known impediments to obtaining a licence to operate in the area	The Eldor Property consists of 244 contguous claims (11,474.7 ha) located in Nunavik, Québec. Commerce Resources Corp. holds 100% ownership. The original eight claims acquired from Virginia Gold Mines Inc. (Virginia) are subject to a 1% NSR royalty in favour of Virginia and a 5% NPI royalty in favour of two individuals. Commerce has the right to buy back the 5% NPI royalty in consideraton of $500,000. The Ashram Deposit is not subject to royaltes.
*Exploraton done* *by otherpartes*	• Acknowledgment and appraisal of exploraton by other partes.	All exploraton relevant to the Mineral Resource Estmate has been conducted byCommerce Resources Corp. or its consultants.
*Geology*	• Deposit type, geological setng and style of mineralisaton.	The Ashram Deposit is a carbonatte-hosted REE and fuorspar system, dominated by monazite mineralizaton with accessory bastnäsite and xenotme. Mineralizaton that forms the Ashram Deposit occurs in a ~500 m widepipe-like body,that ispart of the

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		much larger Eldor Carbonatte Complex which also hosts several niobium enriched occurrences. The Eldor Property is located in the Paleoproterozoic New Quebec Orogen (also known as the ‘Labrador Trough’ or ‘Fosse du Labrador’). The recent interpretaton defnes the New Quebec Orogen as three cycles of sedimentaton and volcanism, which make up the Kaniupiskau Supergroup. The cycles thicken eastwards and are separated from each other by erosional unconformites. The frst two cycles are volcano-sedimentary in nature with an emplacement age, via U-Pb datng, of between 2.17 and 2.14 Ga and between 1.88 and 1.87 Ga respectvely. The Eldor Carbonatte intruded during the second cycle. Overlying this sequence is a syn-orogenic suite of meta-sedimentary rocks that form the third cycle.
*Drill* *hole* *informaton*	• A summary of all informaton material to the understanding of the exploraton results including a tabulaton of the following informaton for all Material drill holes: - eastng and northing of the drill hole collar - elevaton or RL (Reduced Level – elevaton above sea level in metres) of the drill hole collar - dip and azimuth of the hole - down hole length and intercepton depth - hole length. • If the exclusion of this informaton is justfed on the basis that the informaton is not Material and this exclusion does not detract from the understanding of the report, the Competent Person should clearly explain why this is the case	Refer to tables in the report and notes atached thereto which provide the drill hole informaton in required to inform a material understanding of the exploraton results on the Ashram Deposit and principal niobium prospects.
*Data aggregaton* *methods*	• In reportng Exploraton Results, weightng averaging techniques, maximum and/or minimum grade truncatons (eg cutng of high grades) and cut-of grades are usually Material and should be stated. • Where aggregate intercepts incorporate short lengths of high	Length weighted averages were used to calculate grade over width. No specifc grade cap or cut-of was used during grade width calculatons. The REO length weighted average grade of the carbonatte interval is calculated at the discreton of the geologist. Carbonattes have inconsistent mineralizaton bynature,resultng

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	grade results and longer lengths of low-grade results, the procedure used for such aggregaton should be stated and some typical examples of such aggregatons should be shown in detail. • The assumptons used for any reportng of metal equivalent values should be clearly stated.	in some intervals having a small number of poorly mineralized samples included in the calculaton. No metal equivalents have been reported.
*Relatonship* *between* *mineralisaton* *widths* *and* *intercept lengths*	• These relatonships are partcularly important in the reportng of Exploraton Results. • If the geometry of the mineralisaton with respect to the drill hole angle is known, its nature should be reported. • If it is not known and only the down hole lengths are reported, there should be a clear statement to this efect (eg ‘down hole _length, true width not known’). _	Drilling was generally oriented to intersect mineralizaton orthogonally, however since the drilling is entrely within the intrusive body, the true width is not known. True widths are not reported but drilling is believed to provide representatve intersectons.
*Diagrams*	• Appropriate maps and sectons (with scales) and tabulatons of intercepts should be included for any signifcant discovery being reported These should include, but not be limited to a plan view of drill hole collar locatons and appropriate sectonal views	Please refer to the fgures included in the announcement.
*Balanced* *reportng*	• Where comprehensive reportng of all Exploraton Results is not practcable, representatve reportng of both low and high grades and/or widths should be practced to avoid misleading reportng of Exploraton Results.	All material exploraton informaton used in the estmaton of the Ashram foreign resource estmate has been summarised in this announcement. No material exploraton informaton has been excluded. Figure 2 contains all drill holes within 100 metres of the slicer for the relevant cross-secton. Figures 3 contains all material drill holes used in the estmaton of the Foreign Estmate.
*Other substantve* *exploraton data*	• Other exploraton data, if meaningful and material, should be reported including (but not limited to): geological observatons; geophysical survey results; geochemical survey results; bulk samples – size and method of treatment; metallurgical test results; bulk density, groundwater, geotechnical and rock characteristcs; potental deleterious or contaminatng substances.	Extensive mineralogical, metallurgical, and geotechnical data support the resource model. Test work includes fotaton, hydrometallurgy, and REE concentrate producton. A number of mineral processing test work programs have been carried out on the Ashram Project to develop a benefciaton fowsheet to produce a rare earth mineral concentrate suitable for hydrometallurgical processing. Samples used for the fotaton development work at SGS were collected as a bulk sample from outcrops. The bulk sample was

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		collected from three locatons with the approximate coordinates (in UTM, NAD 83 Zone 19): Sample ID, Eastng, Northing BSOC3: 536281, 6311974 BSOC2: 536324, 6311996 BSOC1: 536378, 6312000 Recovery assumptons were element-specifc, with TREO recoveries averaging ~62% in fotaton and up to 95% in acid bake and leach circuits.
*Further work*	• The nature and scale of planned further work (eg tests for lateral extensions or large-scale step out drilling). • Diagrams clearly highlightng the areas of possible extensions, including the main geological interpretatons and future drilling areas, provided this informaton is not commercially sensitve.	The QPs recommend contnued defniton drilling, metallurgical optmizaton, and advancement to a Preliminary Economic Assessment.

Secton 3: Estmaton and Reportng of Mineral Resources	Secton 3: Estmaton and Reportng of Mineral Resources
Criteria	JORC Code explanaton	Commentary
*Database* *integrity*	• Measures taken to ensure that data has not been corrupted by, for example, transcripton or keying errors, between its inital collecton and its use for Mineral Resource estmaton purposes. • Data validatonprocedures used.	The database was compiled and maintained by Commerce Resources and verifed by the QP. Validaton included checks on collar locatons, downhole surveys, sample intervals, and assay entries. Minor issues were resolved and the database is considered reliable.
*Site visits*	• Comment on any site visits undertaken by the Competent Person and the outcome of those visits. • If no site visits have been undertaken indicate why this is the case.	The QP, Pierre-Luc Richard (P.Geo.), visited the site in September 2021. Actvites included review of core, validaton of collar locatons, and discussions with site geologists. Drill rigs were not actve at the tme.
*Geological* *interpretaton*	• Confdence in (or conversely, the uncertainty of) the geological interpretaton of the mineral deposit. • Nature of the data used and of any assumptons made.	Geological interpretaton is supported by detailed logging of lithologies, structures, and alteraton. The confdence in the model

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	• The efect, if any, of alternatve interpretatons on Mineral Resource estmaton. • The use of geology in guiding and controlling Mineral Resource estmaton. • Thefactors afectng contnuity both of grade andgeology.	is considered moderate to high due to consistency of mineralizaton and extensive drilling.
*Dimensions*	• The extent and variability of the Mineral Resource expressed as length (along strike or otherwise), plan width, and depth below surface to the upper and lower limits of the Mineral Resource.	The Ashram Deposit extends over ~700 m along strike, ~500 m across, and to a vertcal depth of ~600 m. The geometry is pipe- like and vertcal.
*Estmaton and* *modelling* *techniques*	• The nature and appropriateness of the estmaton technique(s) applied and key assumptons, including treatment of extreme grade values, domaining, interpolaton parameters and maximum distance of extrapolaton from data points. If a computer assisted estmaton method was chosen include a descripton of computer sofware and parameters used. • The availability of check estmates, previous estmates and/or mine producton records and whether the Mineral Resource estmate takes appropriate account of such data. • The assumptons made regarding recovery of by-products. • Estmaton of deleterious elements or other non-grade variables of economic signifcance (eg sulphur for acid mine drainage characterisaton). • In the case of block model interpolaton, the block size in relaton to the average sample spacing and the search employed. • Any assumptons behind modelling of selectve mining units. • Any assumptons about correlaton between variables. • Descripton of how the geological interpretaton was used to control the resource estmates. • Discussion of basis for using or not using grade cutng or capping.	The Mineral Resource Estmate (MRE) for the Ashram Deposit was prepared using Leapfrog Geo™ v.2023.2.2 for geological and mineralizaton modelling, and Snowden Supervisor™ v.8.15 for statstcal and geostatstcal analysis. Block model grade interpolaton was completed using ordinary kriging (OK), following variogram analysis and kriging neighbourhood analysis (KNA) to optmize interpolaton parameters. Hard boundaries were applied between mineralized zones and surrounding lithologies to prevent grade smearing. Specifc gravity was determined using the water displacement (Archimedes) method on over 3,300 drill core samples, and density was interpolated using OK within mineralized zones, while fxed values were assigned to country rocks based on median ranges. Grade capping was applied on a per-element, per-domain basis to reduce the infuence of extreme values. The block model was constructed with parent cells of 5 m x 5 m x 5 m and sub-blocked to 1.25 m resoluton. The model was validated through statstcal comparison, swath plots, and visual checks. Mineral Resources were classifed as Indicated or Inferred based on drill spacing, geological contnuity, and estmaton confdence, with no Measured Resources defned at this stage. The MRE is reported within a conceptual open pit shell, based on reasonable prospects for eventual economic extracton.

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	• The process of validaton, the checking process used, the comparison of model data to drill hole data, and use of reconciliaton data if available.
*Moisture*	• Whether the tonnages are estmated on a dry basis or with natural moisture, and the method of determinaton of the moisture content.	Tonnages are reported on a dry basis.
*Cut-of* *parameters*	• The basis of the adopted cut-of grade(s) or quality parameters applied.	A cut-of value of CAD287/t Net Metal Return (NMR) was used, incorporatng metallurgical recoveries, market pricing, and operatng costs. The cut-of supports reasonable prospects for eventual economic extracton. The pricing used for the fve payable rare earth oxides in the Ashram Deposit resource estmate is based on the 3-year annualized average (2021–2023) from Adamas Intelligence’s Rare Earth Pricing Quarterly Outlook (Q1 2024): • La₂O₃: USD 1.25/kg • Pr₂O₃: USD 95/kg • Nd₂O₃: USD 95/kg • Tb₂O₃: USD 1,500/kg • Dy₂O₃: USD 375/kg The cut-of grade considers a CAD:USD exchange rate of 1.30.
*Mining factors or* *assumptons*	• Assumptons made regarding possible mining methods, minimum mining dimensions and internal (or, if applicable, external) mining diluton. It is always necessary as part of the process of determining reasonable prospects for eventual economic extracton to consider potental mining methods, but the assumptons made regarding mining methods and parameters when estmatng Mineral Resources may not always be rigorous. Where this is the case, this should be reported with an explanaton of the basis of the mining assumptons made.	An open-pit mining scenario was considered. The resource is constrained within a conceptual pit shell using a 52° slope angle and 2.7:1 strip rato.

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*Metallurgical* *factors or* *assumptons*	• The basis for assumptons or predictons regarding metallurgical amenability. It is always necessary as part of the process of determining reasonable prospects for eventual economic extracton to consider potental metallurgical methods, but the assumptons regarding metallurgical treatment processes and parameters made when reportng Mineral Resources may not always be rigorous. Where this is the case, this should be reported with an explanaton of the basis of the metallurgical assumptons made.	Extensive fotaton and hydrometallurgical test work was completed. Recovery assumptons were element-specifc, with TREO recoveries averaging ~62% in fotaton and up to 95% in acid bake and leach circuits.
*Environmental* *factors or* *assumptons*	• Assumptons made regarding possible waste and process residue disposal optons. It is always necessary as part of the process of determining reasonable prospects for eventual economic extracton to consider the potental environmental impacts of the mining and processing operaton. While at this stage the determinaton of potental environmental impacts, partcularly for a greenfelds project, may not always be well advanced, the status of early consideraton of these potental environmental impacts should be reported. Where these aspects have not been considered this should be reported with an explanaton of the environmental assumptons made.	Preliminary environmental and permitng consideratons have been included. No material environmental risks have been identfed to date that would afect the resource estmate.
*Bulk density*	• Whether assumed or determined. If assumed, the basis for the assumptons. If determined, the method used, whether wet or dry, the frequency of the measurements, the nature, size and representatveness of the samples. • The bulk density for bulk material must have been measured by methods that adequately account for void spaces (vugs, porosity, etc), moisture and diferences between rock and alteraton zones within the deposit. • Discuss assumptons for bulk density estmates used in the evaluatonprocess of the diferent materials.	Density was measured using the water displacement method on core samples and interpolated using OK. Average densites: A- Zone 3.08 g/cm³, B-Zone 3.00 g/cm³, Breccia 3.05 g/cm³. Country rock assigned fxed values. Carbonattes: ranging from 2.85 g/cm³ to 2.97 g/cm³, metavolcanic: 2.84 g/cm³ lamprophyre: 2.97 g/cm³
*Using the*	• The basisfor the classifcaton of the Mineral Resources into	Mineral Resources were classifed as Indicated where drill spacing

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*Classifcaton*	varying confdence categories. • Whether appropriate account has been taken of all relevant factors (ie relatve confdence in tonnage/grade estmatons, reliability of input data, confdence in contnuity of geology and metal values, quality, quantty and distributon of the data). • Whether the result appropriately refects the Competent Person’s view of the deposit.	was ≤70 m, and geological and grade contnuity were well established, and as Inferred where spacing was up to 200 m with sufcient geological support. It is the Competent Person’s view that the results are appropriate
*Audits or reviews*	• The results of any audits or reviews of Mineral Resource estmates.	The Mineral Resource Estmate prepared by independent qualifed persons (under NI43-101) was reviewed internally and is consistent with CIM Defniton Standards. No further external audit was conducted.
*Discussion of* *relatve accuracy/* *confdence*	• Where appropriate a statement of the relatve accuracy and confdence level in the Mineral Resource estmate using an approach or procedure deemed appropriate by the Competent Person. For example, the applicaton of statstcal or geostatstcal procedures to quantfy the relatve accuracy of the resource within stated confdence limits, or, if such an approach is not deemed appropriate, a qualitatve discussion of the factors that could afect the relatve accuracy and confdence of the estmate. • The statement should specify whether it relates to global or local estmates, and, if local, state the relevant tonnages, which should be relevant to technical and economic evaluaton. Documentaton should include assumptons made and the procedures used. • These statements of relatve accuracy and confdence of the estmate should be compared with producton data, where available.	The relatve accuracy and confdence of the Mineral Resource Estmate (MRE) for the Ashram Deposit are considered to be high at the Indicated category level and reasonable at the Inferred level, consistent with the classifcaton criteria and supportng data density. The estmaton methodology incorporated industry- standard practces including 3D geological modelling, rigorous geostatstcal analysis, and interpolaton using ordinary kriging (OK), informed by a robust dataset of 117 drill holes totaling 28,783 m. Drill spacing within the Indicated porton of the deposit is generally ≤50 m, and up to 70 m, which provides high confdence in both geological and grade contnuity. Inferred Resources are constrained to areas with a maximum drill spacing of 200 m where contnuity is interpreted but less certain. The block model was validated using multple methods: visual inspecton of block grades against drill hole assays in cross- sectons and plan views, comparison of input and estmated grade statstcs, and review of swath plots to assess local trends. Geostatstcal performance metrics such as kriging efciency and slope of regression were also used to evaluate the reliability of the estmaton. The classifcaton scheme applied conservatve constraints,includingthe use of clippingboundaries to avoid

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overclassification. The Mineral Resources are reported within an optimized conceptual pit shell generated using MinePlan 3D™, incorporating metallurgical recoveries, operating cost assumptions, and net metal return (NMR) modelling to meet the test of reasonable prospects for eventual economic extraction (RPEEE). Pit optimization was conducted using a 52° pit slope and a base-case NMR cut-off of CAD287/t, which is above the breakeven cut-off of CAD154/t, further contributing to the conservatism of the estimate. While no formal reconciliation data is available at this stage (as the project is not yet in production), the consistency of the block model with the drilling data, the rigorous QA/QC program, and the well-established monazite-hosted REE mineralization style lend strong support to the reliability of the model. The deposit’s geological setting and mineralization are well understood through drilling, surface mapping, and metallurgical testwork. Therefore, the MRE is considered to have a high level of confidence globally for Indicated material and a reasonable level of local confidence for Inferred resources. No Measured category resources have been defined due to the early-stage nature of the project and conservative classification criteria.

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Part B – Material Drill-Holes

Drill-hole	Eastng and northing	Elevaton or RL	Dip and azimuth	Core size	End of hole
EC10-027	536391, 6312024	281	-50, 230	NQ – 47.6mm	293.71
EC24-208	538093, 6310814	285	-50, 050	NQ – 47.6mm	300
EC24-225	538306, 6310743	284	-45, 230	NQ – 47.6mm	297
EC24-232	538360, 6310922	297	-45, 230	NQ – 47.6mm	282
EC24-215	537542, 6311755	274	-45, 230	NQ – 47.6mm	291
EC24-220	537703, 6311228	273	-45, 230	NQ – 47.6mm	294
Locaton of Bulk Samples collected from outcrops at surface

BSOC1	536378, 6312000	N/A	N/A	N/A	N/A
BSOC2	536324, 6311996	N/A	N/A	N/A	N/A
BSOC3	536281, 6311974	N/A	N/A	N/A	N/A

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Appendix C – Indicative Pro forma Statement of Financial Position (A$)

The tables below set out the indicative Pro Forma Historical Consolidated Statement of Financial Position of Mont Royal based on the publicly available financial positions of Mont Royal as at 31 December 2024 and Commerce as at 31 October 2024. The Pro Forma Historical Consolidated Statement of Financial Position is provided for illustrative purposes only and is not represented as being necessarily indicative of Mont Royal’s view of its future financial position.

The conversion of the Commerce financial position at 31 October 2024 to AUD is based on an exchange rate of AUD/CAD $0.91.

Proforma Merged Group Financial Position assuming $8,000,000 Capital Raising

	Proforma	Proforma	Proforma
	MRZ review CCE Audited A CCE Audited A		Proforma Ad Consolidated
	accounts ccounts ccounts justments balance sheet
	31/12/2024 31/10/2024 31/10/2024
	A$ CAD$ A$		A$ A$
Current Assets
Cash	1,751,955 2,486,685 2,732,621		7,616,265 12,100,841
Marketable Securites	3,369 3,702 3,702
Short-term investments	23,000 25,275 25,275
Taxes and other receivables	476,090 521,692 573,288 1,049,378
Investment in associate	299,951 329,616 329,616
Due from equityinvestee	1,880 2,066 2,066
Prepaid expenses	18,949 536,784 708,781 727,730
Total Current Assets	2,246,994 3,981,568 4,375,349 14,238,608

Non-Current Assets
Equipment		- - -
Exploraton assets	6,232,710 50,600,034 55,604,433 1,244,047 63,081,190
Reclamaton bonds	80,000 87,912 87,912
Right of use assets	79,004 86,818 86,818

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Total Non-Current Assets	6,232,710 50,759,038 55,779,163		63,255,920
Total Assets	8,479,704 54,740,606 60,154,512		77,494,528

Current Liabilites
Accountspayable	290,009 1,260,758 1,385,448		1,675,457
Relatedpartespayables	224,394 246,587		246,587
Taxespayable	9,173 10,080		10,080
Flow through liability	53,369 58,647		58,647
Lease liability	34,555 37,973		37,973
Total Current liabilites	290,009 1,582,249 1,738,735		2,028,744
Non-Current liabilites
Lease liabilites	56,584 62,180		62,180
Total Liabilites	290,009 1,638,833 1,800,915		2,090,924
Net Assets	8,189,695 53,101,773 58,353,597		75,403,604


Share capital	13,562,268 108,424,842 119,148,178 2,515,068 11,257,510 12,370,890 (8,427,218) (66,580,579) (74,165,471) 539,577 -	(2,661,169)	130,049,277
Reserves		(2,515,068)	12,370,890
Accumulated losses		14,576,127	(67,016,563)
Non-controllinginterests		(539,577)	-
Total Shareholders Equity	8,189,695 53,101,773 58,353,597	8,653,719	75,403,604

Adjustments:

continued to incur expenses relating to the Ashram Project and general and administration costs which resulted in the cash balance reducing by $2,176,262 and an increase in exploration assets of $1,244,047 and accumulated losses of $932,215
Mont Royal equity capital raising of $8,000,000 less capital raising fees of 6% being $480,000
Commerce will issue Convertible Notes that on completion of the Transaction will be converted in Mont Royal shares. This assumes the C$2,200,000 Convertible Note will be exchanged into AUD using an exchange rate of AUD/CAD of $0.91. Refer to Appendix C for further details on the Convertible Notes.
The accrued interest at 20% on the Convertible Note will be converted in shares in Mont Royal upon completion of the Transaction.

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Mont Royal will acquire 100% of the issued and outstanding shares of Commerce pursuant to the Arrangement Agreement, in exchange for the issuance of 108,302,216 Mont Royal Shares to the shareholders of Commerce, resulting in Commerce shareholders owning 85.7% of Mont Royal, before the conversion of Commerce’s Convertible Note and Capital Raising. As a result, provisionally Commerce has been treated as the accounting acquirer and Mont Royal will be the legal acquirer. The reverse takeover nature of the Arrangement does not meet the definition of a business combination under IFRS 3 Business Combinations and accordingly will be accounted in accordance with IFRS 2, Share-based Payments with Commerce being the acquirer.
Commerce, as the accounting acquirer, does not recognise the book value of Mont Royal’s share capital of A$13,562,268, accumulated losses of A$8,427,218, reserves A$2,515,068 and non-controlling interests A$539,577.

Proforma Merged Group Financial Position assuming $10,000,000 Capital Raising

	MRZ review accounts CCE audited Accounts CCE Audited Accounts Proforma Adjustments	MRZ review accounts CCE audited Accounts CCE Audited Accounts Proforma Adjustments	Proforma Consolidated balance sheet
	31/12/2024 31/10/2024 31/1/2025
	A$ CAD$ A$ A$		A$
Current Assets
Cash	1,751,955 2,486,685 2,732,621 9,496,265		13,980,841
Marketable Securites	3,369 3,702		3,702
Short-term investments	23,000 25,275		25,275
Taxes and other receivables	476,090 521,692 573,288		1,049,378
Investments in associate	299,951 329,616		329,616
Due from equityinvestee	1,880 2,066		2,066
Prepaid expenses	18,949 644,991 708,781		727,730
Total Current Assets	2,246,994 3,981,568 4,375,349		16,118,608

Non-Current Assets
Equipment		- -	-
Exploraton assets	6,232,710 50,600,034 55,604,433 1,244,047		63,081,190
Reclamaton bonds	80,000 87,912		87,912
Right of use assets	79,004 86,818		86,818
Total Non-Current Assets	6,232,710 50,759,038 55,779,163		63,255,920

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Total Assets	8,479,704 54,740,606 60,154,512		79,374,528

Current Liabilites
Accountspayable	290,009 1,260,758 1,385,448		1,675,457
Relatedpartespayables	224,394 246,587		246,587
Taxespayable	9,173 10,080		10,080
Flow through liability	53,369 58,647		58,647
Lease liability	34,555 37,973		37,973
Total Current Liabilites	290,009 1,582,249 1,738,735		2,028,744
Non-Current Liabilites
Lease liabilites	56,584 62,180		62,180
Total Liabilites	290,009 1,638,833 1,800,915		2,090,924
Net Assets	8,189,695 53,101,773 58,353,597		77,283,604


Share capital	13,562,268 108,424,842 119,148,178 2,515,068 11,257,510 12,370,890 (8,427,218) (66,580,579) (73,165,471) 539,577 -	(661,169)	132,049,277
Reserves		(2,515,068)	$12,370,890
Accumulated losses		14,456,127	(67,136,563)
Non-controllinginterests		(539,577)	-
Total Shareholders Equity	8,189,695 53,101,773 58,353,597	10,740,312	77,283,604

Adjustments:

continued to incur expenses relating to the Ashram Project and general and administration costs which resulted in the cash balance reducing by $2,176,262 and an increase in exploration assets of $1,244,047 and accumulated losses of $932,215.
Mont Royal equity capital raising of $10,000,000 less capital raising fees of 6% being $600,000
Commerce will issue Convertible Notes that on completion of the Transaction will be converted in Mont Royal shares. This assumes the C$2,200,000 Convertible Note will be exchanged into AUD using an exchange rate of AUD/CAD of $0.91. Refer Appendix C for further details on the Convertible Notes.
Accrued interest of 20% on the Convertible Note will be converted in shares in Mont Royal upon completion of the Transaction.
Mont Royal will acquire 100% of the issued and outstanding shares of Commerce pursuant to the Arrangement Agreement, in exchange for the issuance of 108,302,216 Mont Royal Shares to the shareholders of Commerce, resulting in Commerce shareholders owning 85.7% of Mont Royal, before the conversion of

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Commerce’s Convertible Note and Capital Raising. As a result, provisionally Commerce has been treated as the accounting acquirer and Mont Royal will be the legal acquirer. The reverse takeover nature of the Arrangement does not meet the definition of a business combination under IFRS 3 Business Combinations and accordingly will be accounted in accordance with IFRS 2, Share-based Payments with Commerce being the acquirer.

Commerce, as the accounting acquirer, does not recognize the book value of Mont Royal’s share capital of A$13,562,268, accumulated losses of A$8,427,218, reserves A$2,515,068 and non-controlling interests A$539,577.

Appendix E – Terms and conditions of ASX waivers and confirmations

Mont Royal has applied to ASX for the following in-principle confirmations from ASX (amongst other matters) in connection with the Transaction. As at the date of this announcement, ASX is yet to provide its in-principle advice on these matters and Mont Royal notes that ASX has full discretion to require compliance with any applicable escrow restrictions or conditionality in connection with Mont Royal’s proposed re-admission to ASX. Mont Royal proposes to update the market in respect of the ASX waivers and confirmations alongside finalisation of its Notice of Meeting in connection with the Transaction shareholder approvals.

Listing Rule 1.1 condition 7 – confirmation that the Company will satisfy the free float requirement;
Listing Rule 1.1 condition 8 – confirmation that ASX will:
not exclude Mont Royal's pre-existing shareholders and not exclude Commerce shareholders who become shareholders of Mont Royal on completion of the Transaction (in each case, to the extent that the Mont Royal Shares held by them meet the minimum A$2,000 value and they are non-affiliated securityholders);
not require some or all of Mont Royal security holders to be residents of Australia; and
for the purposes of satisfying the spread requirement for Mont Royal’s re-compliance with Listing Rule 1.1 condition 8;
Listing Rule 1.1 conditions 10 and 11 and Listing Rule 9.1 – confirmation that:
the restrictions detailed in paragraphs 1, 2, 3, 4, 6, 7, 8 and 9 of Appendix 9B will not apply to Mont Royal's securities on issue on completion of the Transaction; and
Listing Rule 1.1 condition 11 does not apply in relation to the acquisition of Commerce pursuant to the Proposed, or, alternatively, that ASX is likely to grant a waiver from Listing Rule 1.1 conditions 10 and/or 11 and Listing Rule 9.1;
Listing Rule 2.1 condition 1, Listing Rule 2.5 condition 1 and Listing Rules 6.1 and 12.5 – confirmation that the terms and conditions of the Mont Royal Options which will be issued to holders of Commerce Warrants and Mont Royal’s shareholders in connection with the Transaction are appropriate and equitable for the purposes of those Listing Rules and otherwise comply with Chapter 6 of the Listing Rules.

AI assistant

Mont Royal Resources — M&A Activity 2025

48584_rns_2025-04-09_c30c0cb2-795e-4ee9-a699-297782ee3fed.pdf

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MONT ROYAL TO MERGE WITH COMMERCE RESOURCES CREATING A NEW ASX/TSXV-LISTED CANADIAN-FOCUSED CRITICAL METALS DEVELOPMENT COMPANY

HIGHLIGHTS

BACKGROUND & STRATEGIC RATIONALE

Highlights of the Merged Group include:

COMMERCE RESOURCES CORP

ASHRAM RARE EARTHS AND FLUORSPAR PROJECT

MONT ROYAL CRITICAL MINERAL ASSETS

NORTHERN LIGHTS PROJECTS

Bohier Project

Eastmain Lèran Project

TRANSACTION DETAILS

COMMERCE INTERIM FUNDING

MONT ROYAL CAPITAL RAISING

Notes:

BOARD OF DIRECTORS AND MANAGEMENT – MERGED GROUP

BOARD OF DIRECTORS’ RECOMMENDATION

INDICATIVE TIMETABLE AND NEXT STEPS

ADVISERS

GUIDANCE NOTE 12 – ANNEXURE A DISCLOSURE

1. Financial information

2. Pro forma capital structure

Mont Royal Shares

Mont Royal Existing Options

ii. Indicative capital structure

3. Issues in the previous 6 months

4. No change in control

5. Principal activities and jurisdictions

Mont Royal’s current actvites

Commerce’s current actvites

Merged Group’s proposed actvites post-completon of Transacton

6. Merged Group key risk factors

7. Accounts

Mont Royal

Commerce

8. ASX Waivers and Confirmations

9. Fees paid or payable to facilitators

10. Appropriate enquiries

11. Reinstatement on ASX

About Mont Royal Resources

About Commerce Resources

Competent Persons Statement

Bohier Project

Eastmain Lèran Project

Ashram Project

End Notes

Important Notices & Disclaimers

Forward Looking Statements

Limitaton on Informaton Regarding Mont Royal and Commerce

Not Investment Advice

Appendix A – Commerce Foreign Estimate Disclosures (as required by ASX Listing Rule 5.12)

Mineral Resources Statement[8]

Competent Person’s Statement

Appendix B – Ashram Project

Part A – JORC (2012) Table 1

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Part B – Material Drill-Holes

Appendix C – Indicative Pro forma Statement of Financial Position (A$)

Proforma Merged Group Financial Position assuming $8,000,000 Capital Raising

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Proforma Merged Group Financial Position assuming $10,000,000 Capital Raising

Appendix E – Terms and conditions of ASX waivers and confirmations

More from Mont Royal Resources

Mont Royal Resources M&A Activity 2025