Mont Royal Resources Limited (ASX: MRZ) (“Mont Royal”) and Commerce Resources Corp. (“Commerce”) (TSXV: CCE,OTC:CMRZF, FSE: D7H0, OTC: CMRZF) are pleased to announce the successful completion of the merger transaction pursuant to the definitive agreement (the “Agreement”) dated April 8, 2025, as amended on July 29, 2025, to combine their respective businesses, pursuant to which Mont Royal will acquire 100% of the issued and outstanding ordinary shares of Commerce (the “Commerce Shares”) by way of a court-approved arrangement under the Business Corporation Act (British Columbia) (the “BCBCA”) (the “Transaction”).
The transaction creates a Québec-focused company for the exploration and development of critical minerals Mont Royal through the combination of Commerce’s Ashram Rare Earths and Fluorspar Project (the “Ashram Project“) and the Eldor Niobium exploration project (the “Eldor Niobium Project“) And Mont Royals Noorderlicht lithium project (the “Northern Lights Project“).
Mont Royal will be dual-listed on the TSX Venture Exchange (the “TSXV“) and the Australian Securities Exchange (the “ASX“). The ordinary shares of Mont Royal (“Mont Royal shares“) are expected to be reinstated for trading on the ASX under the symbol “MRZ” and listed on the TSXV under the symbol “MRZL”. It is expected that the trading shares will be delisted from the TSXV and will no longer be listed on the OTC and FSE. The reinstatement of the Mont Royal shares on the ASX, the listing of the Mont Royal shares on the TSXV and the delisting of the Trading Shares from the TSXV will occur by the end of this year October 2025.
Pursuant to the terms of the Agreement, holders of Trading Shares (“Trading shareholders“) received 2.3271 Mont Royal shares in exchange for each trading share (the “Exchange ratio“) held immediately prior to the effective time of the Transaction (the “Effective time“). Immediately following the Effective Time, all Mont Royal shares were consolidated on the basis of 0.2195 post-consolidation Mont Royal shares for each (1) pre-consolidation Mont Royal share (the “Consolidation“). Holders of outstanding Commerce stock options and warrants have been issued unquoted options in Mont Royaladjusted for the Exchange Ratio and the Consolidation, and holders of outstanding Commerce Performance Share Units have been issued performance rights in Mont Royaladjusted to the Exchange Ratio and the Consolidation.
In addition, the outstanding principal amount under the convertible bonds (the “Convertible banknotes“) issued pursuant to the convertible note financing completed by Commerce on May 12, 2025 (the “Financing Convertible Notes“) will automatically convert into Mont Royal Shares upon completion of the Transaction at a conversion price set forth therein and on a post-consolidation basis. The conversion of interest accrued under the Convertible Notes into Mont Royal Shares will be subject to the prior approval of the TSXV.
In connection with the Transaction, Mont Royal increased A$10.0 million through the issuance of Mont Royal Shares (the “Mont Royal share increase“) following a public share issue Australia on a post-consolidation basis. Net proceeds from the Mont Royal Equity Raise are expected to be used, among other things, to advance 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 management of Mont Royal consists of: a non-executive chairman in Mr. Cameron Henrya non-executive director of Mr. Jeremy Robinsona non-executive director of Mr. Adam Ritchiea non-executive director of Mr. Ronnie Beevor and director at Mr. Nick Holthouse. Mr. Joel Ives is the Chief Financial Officer and Corporate Secretary of Mont Royal.
Early warning reporting
On the basis of Mont Royals acquisition of all shares of Handel through a legal plan of agreement, Mont Royal is required to submit an early warning report under National Instrument 62-103 – The early warning system and associated issues with takeover bids and insider reporting. A copy of the early warning report will be filed under Commerce’s SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report can also be obtained from Nicholas Holthousegeneral manager, at +61 428 964 276.
About Mont Royal Resources Limited.
Mont Royal Resources Limited is an Australian focused on the development of the Ashram Rare Earth and Fluorspar Deposit, located within their Eldor property, in the north of Quebec, Canada. The Ashram Deposit is characterized by simple rare earths (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource of favorable quality, and has demonstrated production of high-quality (over 30 – 45% TREO) mineral concentrates with high recoveries (over 60 – 75%) in line with active global producers. Mont Royal also owns 75% of the Northern Lights Minerals tenement package, located in the Upper Eastmain Greenstone belt. The projects are located in the emerging region James Bay area, a Tier-1 mining jurisdiction of Quebec, Canadaand are forward-looking for the mineralization of lithium, precious (gold, silver) and base metals (copper, nickel).
For more information, please visit the company website: www www.montroyalres.com.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Commerce Resources Corp.; Mont Royal Springs
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