Commerce Resources and Mont Royal Resources Complete Merger to Create a Canadian-Focused Critical Minerals Development Company

October 21, 2025 –Mont Royal Resources Limited (ASX: MRZ) (“Mont Royal”) and Commerce Resources Corp. (“Commerce”) (TSXV: CCE, FSE: D7H0, OTC: CMRZF) are pleased to announce the successful completion of the merger transaction pursuant to the definitive arrangement agreement (the “Agreement”) dated April 8, 2025, as amended on July 29, 2025, to combine their respective businesses, pursuant to which Mont Royal acquired 100% of the issued and outstanding common shares of Commerce (the “Commerce Shares”) by way of a court approved plan of arrangement under the Business Corporation Act (British Columbia) (the “BCBCA”) (the “Transaction”).

The Transaction creates a Québec-focused critical minerals exploration and development company in Mont Royal through the combination of Commerce’s Ashram Rare Earths and Fluorspar Project (the “Ashram Project”) and Eldor Niobium exploration project (the “Eldor Niobium Project”) and Mont Royal’s Northern Lights 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 anticipated that the Commerce Shares will be delisted from the TSXV and will cease to be quoted 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 Commerce Shares from the TSXV will occur by the end of October 2025.

Pursuant to the terms of the Agreement, holders of Commerce Shares (“Commerce Shareholders”) received 2.3271 Mont Royal Shares in exchange for each Commerce Share (the “Exchange Ratio”) held immediately prior to the effective time of the Transaction (the “Effective Time”). Immediately after the Effective Time, all Mont Royal Shares were consolidated on the basis of 0.2195 post-consolidation Mont Royal Shares for each one (1) pre-consolidation Mont Royal Share (the “Consolidation”). 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 (the “Convertible Notes”) issued pursuant to the convertible note financing completed by Commerce on May 12, 2025 (the “Convertible Note Financing”) automatically converted into Mont Royal Shares upon completion of the Transaction at a conversion price set out therein and on a post Consolidation basis. The conversion of the 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 raised A$10.0 million through the issue of Mont Royal Shares (the “Mont Royal Equity Raise”) pursuant to a public equity offering in Australia on a post Consolidation 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.

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Board of Directors and Management

The new board of directions of Mont Royal is comprised of: a non-executive Chairman in Mr. Cameron Henry, a non-executive Director in Mr. Jeremy Robinson, a non-executive Director in Mr. Adam Ritchie, a non-executive Director in Mr. Ronnie Beevor and a managing director in Mr. Nick Holthouse. Mr. 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 at www.sedarplus.ca. A copy of the early warning report may also be obtained from Nicholas Holthouse, Managing Director, 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 northern Quebec, Canada. The Ashram Deposit is characterized by simple rare earth (monazite, bastnaesite, xenotime) and gangue (carbonates) mineralogy, a large tonnage resource at favourable grade, and has demonstrated the production of high-grade (more than 30 – 45% TREO) mineral concentrates at high recovery (more than 60 – 75%) in line with active global producers. Mont Royal also owns 75% of Northern Lights Minerals 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, Silver) and base metals mineralisation (Copper, Nickel).

For more information, please visit the corporate website at www.montroyalres.com.

On Behalf of the Board of Directors MONT ROYAL RESOURCES LIMITED.

Nicholas Holthouse Managing Director Tel : +61 428 964 276 Email: [email protected]

Investor Relations

Nicholas Read Investor and Media Relations Tel: +61 419 929 046 Email: [email protected]

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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Forward-Looking Statements

This news release contains forward-looking statements, which includes any information about activities, events or developments that Mont Royal believes, expects or anticipates will or may occur in the future. Forward looking statements in this news release include statements regarding the proposed benefits derived from the Transaction; the goals, strategies, opportunities, technologies used, project timelines and funding requirements; impact of combined management expertise and prospective shareholding; the proposed use of proceeds of the Mont Royal Equity Raise; the expectation that the Commerce Shares will be delisted from the TSXV; the expectation that TSXV approval will be obtained for the issuance of MRZ Shares for the interest accrued under the Convertible Notes; the expectation that the Mont Royal Shares will be duallisted on the ASX and TSXV; the plans, operations and prospects of Mont Royal and its properties; the continued advancement of the Ashram Project to development; that Ashram’s fluorspar component which makes it one of the largest potential sources of fluorspar in the world and could be a long-term supplier to the met-spar and acid-spar markets; that Mont Royal is positioning to be one of the lowest cost rare earth element producers globally, with a focus on being a long-term global supplier of mixed rare earth carbonate and/or NdPr oxide; and that Monr Royal may explore the potential of other high-value commodities on the Ashram Property. These forward-looking statements are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Risks that could change or prevent these events, activities or developments from coming to fruition include: actual results of current and future exploration activities; that Mont Royal may not be able to fully finance any additional exploration on the Ashram Project; that even if Mont Royal is able raise capital, costs for exploration activities may increase such that Mont Royal may not have sufficient funds to pay for such exploration or processing activities; the timing and content of the proposed drill program and any future work programs may not be completed as proposed or at all; geological interpretations based on drilling that may change with more detailed information; potential process methods and mineral recoveries assumptions based on limited test work and by comparison to what are considered analogous deposits that, with further test work, may not be comparable; testing of our process may not prove successful or samples derived from the Ashram Project may not yield positive results, and even if such tests are successful or initial sample results are positive, the economic and other outcomes may not be as expected; the anticipated market demand for rare earth elements and other minerals may not be as expected; the availability of labour and equipment to undertake future exploration work and testing activities; geopolitical risks which may result in market and economic instability; and despite the current expected viability of the Ashram Project, conditions changing such that even if metals or minerals are discovered on the Ashram Project, the project may not be commercially viable, or other risks detailed herein and from time to time in the public filings made by Mont Royal. Although Mont Royal has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events or results to differ materially from those anticipated. These forward-looking statements are based on our current expectations, estimates, forecasts and projections about our business and the industry in which we operate and management's beliefs and assumptions, including the non-occurrence of the risks and uncertainties that are described above and in the public filings made by Mont Royal or other events occurring outside of our normal course of business, and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof and Mont Royal assumes no responsibility to update or revise such information to reflect new events or circumstances, except as required by law.