Plan of arrangement and name change

The TSX Venture Exchange has accepted for filing documentation in connection with an arm's-length arrangement agreement dated April 9, 2025, as amended on July 29, 2025, among Commerce Resources Corp. and Mont Royal Resources Ltd., pursuant to which the parties completed a plan of arrangement under the provisions of the Business Corporation Act (British Columbia).

Under the arrangement, which is described in Commerce's management information circular dated as at Sept. 4, 2025, Mont Royal acquired all issued and outstanding common shares of Commerce, based upon an exchange ratio of 2.3271 preconsolidation ordinary shares of Mont Royal in exchange for each common share of Commerce held. Commerce shareholders received 493,581,445 preconsolidation Mont Royal ordinary shares at a deemed price of 9.3 cents per share under the arrangement.

The exchange has been advised that Commerce shareholders approved the arrangement at an annual general and special meeting of shareholders held on Oct. 10, 2025. Approval of the arrangement was received from the British Columbia Superior Court of Justice on Oct. 15, 2025, and the arrangement was completed on Oct. 21, 2025.

Postarrangement, Mont Royal Resources will be the new name of the listed issuer on the exchange.

Under the terms of the arrangement, Mont Royal consolidated its ordinary shares postcompletion of the arrangement such that all Mont Royal ordinary shares were consolidated on the basis of 0.2195 postconsolidated Mont Royal ordinary share for one preconsolidation Mont Royal ordinary share.

Substitutional listing, resumption

Pursuant to the arrangement, Commerce shareholders exchanged their common shares for Mont Royal ordinary shares on the basis of one common share of Commerce for 2.3271 preconsolidation ordinary shares of Mont Royal. The ordinary shares of Mont Royal will commence trading at the opening of business, Wednesday, Nov. 5, 2025, in substitution for the currently listed common shares of Commerce.

Upon completion of the substitutional listing, there are 192,493,084 ordinary shares of Mont Royal issued and outstanding, including 1,220,256 ordinary shares issued to settle $430,000 of debt related to the convertible debentures of Commerce.

For further information, please refer to Commerce's management information circular dated as at Sept. 4, 2025, Commerce's news releases dated April 9, 2025, July 29, 2025, Oct. 12, 2025, Oct. 13, 2025, Oct. 31, 2025, and Commerce and Mont Royal's joint news release dated Oct. 21, 2025.

Capitalization:  unlimited ordinary shares with no par value, of which 192,493,084 ordinary shares are issued and outstanding

Escrow:  nil

Transfer agent:  Odyssey Trust Company

Trading symbol:  MRZL (new)

Cusip No.:  Q63557 10 4 (new)

Delisting

As a result of the closing of the arrangement, the common shares of Commerce will be delisted from the exchange. Effective at the close of business, Tuesday, Nov. 4, 2025, the common shares of Commerce will be delisted from the TSX Venture Exchange at the request of the company.