COMMERCE RESOURCES AND MONT ROYAL RESOURCES COMPLETE MERGER TO CREATE A CANADIAN-FOCUSED CRITICAL MINERALS DEVELOPMENT COMPANY

On October 22, 2025, Commerce Resources Corp. (CCE) announced the completion of its merger with Mont Royal Resources Limited (MRZ). The transaction creates a new, combined entity focused on critical minerals in Quebec, which will operate under the Mont Royal banner and be dual-listed on the TSX Venture Exchange (TSXV) and the Australian Securities Exchange (ASX).

Key terms of the completed transaction include: - Commerce shareholders received 2.3271 pre-consolidation Mont Royal shares for each Commerce share held. - The combined company's shares were consolidated on a 0.2195-for-1 basis. - Mont Royal successfully closed a public offering for gross proceeds of AUD $10 million. - A new board of directors and management team have been appointed, led by Nicholas Holthouse as Managing Director.

The completion of the merger is a material and positive event, primarily because it resolves the company's precarious financial position and sets a new strategic direction.

• Positive Impact: The merger was a necessary lifeline. As of July 31, 2025, Commerce Resources had only C$443,438 in cash with C$3.48 million in liabilities, resulting in a significant working capital deficit. The concurrent AUD $10 million financing provides the merged entity with a clean balance sheet and sufficient capital to advance its projects for at least the next 12-18 months. This completely removes the near-term solvency risk that was a major overhang for the stock. The new leadership, specifically CEO Nicholas Holthouse who was appointed in June 2025, brings extensive and recent rare earths development experience, which is a significant upgrade. The dual listing on the TSXV and ASX could also broaden the investor base and improve liquidity.

• Neutral/Negative Impact: While positive, this news was the expected culmination of a process announced in April 2025 and approved by shareholders in October 2025. The market has been anticipating this outcome, as reflected in the stock's rally from $0.06 in May to $0.18 recently. The transaction is highly dilutive to original CCE shareholders, who now own a part of a larger, more diverse company. The significant share consolidation (effectively a ~4.56-for-1 reverse split) is often viewed cautiously by the market.

• Progression and Projections: Reviewing the historical news shows a company that was struggling financially but making technical progress.

  • Excellent metallurgical results in November 2024 (36% REO concentrate) and promising niobium drill results (Oct/Dec 2024) demonstrated project potential.
  • However, the company's financial state deteriorated, culminating in a high-interest (20%) C$2.15 million convertible note financing in May 2025, which was a clear sign of distress and a bridge to this merger.
  • Management changes, including the departure of the former CEO and a key director, preceded the appointment of the new, more experienced CEO, setting the stage for this transaction.
  • The PEA for the flagship Ashram project has been delayed twice, from Q2 to H2 2025, indicating that the previous team may have struggled with execution.

The merger successfully addresses the primary risk (financing) and installs a more qualified team to tackle the secondary risk (execution). The completion of the merger is therefore a significant de-risking event.

Commerce Resources Corp. was a junior exploration company focused on its 100%-owned Ashram Rare Earth and Fluorspar Project in Quebec, Canada. Following the merger, the assets are now held by Mont Royal Resources, a dual-listed (TSXV, ASX) entity.

The flagship Ashram project is one of the largest undeveloped rare earth deposits in North America. It boasts a large resource with simple rare earth mineralogy (primarily Monazite) and has demonstrated the ability to produce a high-grade concentrate (36% REO). The project is at the PEA stage.

The company's portfolio also includes the Eldor Niobium Project, located just 2 km from Ashram, which has shown promising high-grade drill results and offers potential development synergies. The merger adds Mont Royal's Northern Lights Lithium Project, also in Quebec.