Mr. Ian Graham reports

COMMERCE RESOURCES AND MONT ROYAL RESOURCES ANNOUNCE AMENDMENTS TO ARRANGEMENT AGREEMENT AND PLAN OF ARRANGEMENT

Commerce Resources Corp. has entered into an amendment agreement with Mont Royal Resources Ltd. to amend the previously announced arrangement agreement between the company and Mont Royal dated April 9, 2025, to combine their respective businesses in a merger transaction, pursuant to which Mont Royal has agreed to acquire 100 per cent of the issued and outstanding common shares of Commerce by way of a court-approved plan of arrangement under the Business Corporation Act (British Columbia).

Under the amendment agreement, to reflect the intended commercial arrangement between Commerce and Mont Royal, a clarification change has been made to the arrangement agreement and the plan of arrangement to provide that the consolidation of ordinary shares of Mont Royal will occur postcompletion of the arrangement such that all Mont Royal shares postcompletion of the arrangement (including, for certainty, all Mont Royal shares issued to former holders of Commerce shares or issuable to former holders of all other securities of Commerce based on an exchange ratio of 2.3271 Mont Royal shares in exchange for each Commerce share held immediately prior to the effective time of the transaction) will be consolidated on the basis of 0.2195 postconsolidation MRZ shares for each one preconsolidation MRZ share. The amendment agreement also reflects the issuance of performance share units issued to Commerce directors, which will all be cancelled immediately prior to the effective time (as defined in the arrangement agreement) and exchanged for replacement performance rights of MRZ on substantially the same terms and conditions and exercisable to acquire such number of MRZ shares in accordance with the exchange ratio. In addition, among other amendments and extensions of dates, under the amendment agreement, the outside date (as defined in the arrangement agreement) has been extended to May 29, 2026, and certain changes have been made to reflect the capitalization of the company as at the date of the amendment agreement. A copy of the amendment agreement will be available on the company's profile on SEDAR+.

Subject to the satisfaction (or waiver) of all conditions to closing set out in the arrangement agreement, as amended, it is anticipated that the transaction will be completed in October, 2025. Upon closing of the transaction, it is expected that the Commerce shares will be delisted from the TSX Venture Exchange and Mont Royal shares will begin trading on the TSX-V.

Further information regarding the transaction will be included in a management information circular to be delivered to shareholders of Commerce in connection with the meeting of the shareholders of Commerce and will be available on the company's SEDAR+ profile. For further information on the arrangement, please see the company's news release dated April 9, 2025, and the arrangement agreement, which are available on the company's SEDAR+ profile.

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