Mr. Nicholas Holthouse reports

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

Mont Royal Resources Ltd. and Commerce Resources Corp. have successfully completed the merger transaction pursuant to the definitive arrangement agreement dated April 8, 2025, as amended on July 29, 2025, to combine their respective businesses, pursuant to which Mont Royal acquired 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) (BCBCA).

The transaction creates a Quebec-focused critical minerals exploration and development company in Mont Royal through the combination of Commerce's Ashram rare earths and fluorspar project and Eldor niobium exploration project and Mont Royal's Northern Lights lithium project.

Mont Royal will be dual listed on the TSX Venture Exchange and the Australian Securities Exchange. The ordinary shares of Mont Royal are expected to be reinstated for trading on the ASX under the symbol MRZ and listed on the TSX-V under the symbol MRZL. It is anticipated that the Commerce shares will be delisted from the TSX-V and will cease to be quoted on the OTC (over-the-counter) market and the Frankfurt Stock Exchange. The reinstatement of the Mont Royal shares on the ASX, the listing of the Mont Royal shares on the TSX-V and the delisting of the Commerce shares from the TSX-V will occur by the end of October, 2025.

Pursuant to the terms of the agreement, holders of Commerce shares received 2.3271 Mont Royal shares in exchange for each Commerce share held immediately prior to the effective time of the transaction. Immediately after the effective time, all Mont Royal shares were consolidated on the basis of 0.2195 postconsolidation Mont Royal share for each preconsolidation Mont Royal share. Holders of outstanding Commerce stock options and warrants have been issued unquoted options in Mont Royal, adjusted to the exchange ratio and the consolidation, and holders of outstanding Commerce performance share units have been issued performance rights in Mont Royal, adjusted to the exchange ratio and the consolidation.

Additionally, the principal amount outstanding under the convertible notes issued pursuant to the convertible note financing completed by Commerce on May 12, 2025, automatically converted into Mont Royal shares upon completion of the transaction at a conversion price set out therein and on a postconsolidation basis. The conversion of the interest accrued under the convertible notes into Mont Royal shares will be subject to the prior approval of the TSX-V.

In connection with the transaction, Mont Royal raised $10-million (Australian) through the issue of Mont Royal shares pursuant to a public equity offering in Australia on a postconsolidation basis. The net proceeds of the Mont Royal equity raise are expected to be used for, among other things, advancing the preliminary economic assessment (PEA) at the Ashram project, while also advancing the Eldor niobium project and the exploration pipeline at the Northern Lights project.

Board of directors and management

The new board of directors of Mont Royal comprises: a non-executive chairman in Cameron Henry, a non-executive director in Jeremy Robinson, a non-executive director in Adam Ritchie, a non-executive director in Ronnie Beevor and a managing director in Nicholas Holthouse. Joel Ives is the chief financial officer and corporate secretary of Mont Royal.

Early warning reporting

By virtue of Mont Royal's acquisition of all of the shares of Commerce by way of statutory plan of arrangement, Mont Royal is required to file an early warning report pursuant to National Instrument 62-103, The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. A copy of the early warning report will be filed under Commerce's SEDAR+ profile. A copy of the early warning report may also be obtained from Mr. Holthouse, managing director, at 61-428-964-276.

About Mont Royal Resources Ltd.

Mont Royal Resources is an Australian-focused on the development of the Ashram rare earth and fluorspar deposit located within its Eldor property in Northern Quebec, Canada. The Ashram deposit is characterized by simple rare earth (monazite, bastnaesite and xenotime) and gangue (carbonates) mineralogy and a large-tonnage resource at favourable grade and has demonstrated the production of high-grade (more than 30 to 45 per cent TREO (total rare earth oxides)) mineral concentrates at high recovery (more than 60 to 75 per cent) in line with active global producers. Mont Royal also owns 75 per cent of the Northern Lights mineral 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 and silver) and base (copper and nickel) metal mineralization