Commerce Resources and Mont Royal Resources Announce Amendments to Arrangement Agreement and Plan of Arrangement
COMMERCE RESOURCES AND MONT ROYAL RESOURCES ANNOUNCE
AMENDMENTS TO ARRANGEMENT AGREEMENT AND PLAN OF
ARRANGEMENT
Not for distribution to United States news wire services or for dissemination in the United States
July 29, 2025 – Commerce Resources Corp. (“Commerce” or the “Company”) (TSXV: CCE, FSE:
D7H0) announces that it has entered into an amendment agreement (“Amendment Agreement”)
with Mont Royal Resources Limited (ASX: MRZ) (“Mont Royal”) to amend the previously
announced arrangement agreemen t (the “Arrangement Agreemen t”) between the Company and
Mont Royal dated April 9, 2025 to combine their re spective businesses in a merger transaction,
pursuant to which Mont Royal has agreed to acquire 100% of the issued and outstanding common
shares of Commerce (the “Commerce Shares”) by way of a c ourt approved plan of arrangement
(the “Plan of Arrangement”) under the Business Corporation Act ( British Columbia )
(the “BCBCA”) (the “Transaction”).
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
(the “Mont Royal Shares”) will occur post completion of the Arrangement such that all Mont Royal
Shares post completion 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 post-consolidation MRZ Shares for each one (1) pre-
consolidation MRZ Share. The Amendment Agreement also reflects the issuance of performance
share units issued to Commerce directors, which will all be cancelled i mmediately 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 accordan ce with the exchange ratio. In addition, among
other amendments and extensions of dates, unde r the Amendment Agreement, the Outside Date
(as defined in the Arrangement Agreement) has been exte nded to May 29, 2026 and certain
changes have been made to reflect the capitali zation 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+ at www.sedarplus.ca.
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Subject to the satisfaction (or wa iver) of all conditions to clos ing 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 th at the Commerce Shares will be de-listed from
the TSXV and Mont Royal Shares will begin trading on the TSXV.
Further information regarding the Transaction will be included in a management information
circular (the “Circular”) to be delivered to share holders of Commerce in connection with the
meeting of the shareholders of Commerce and will be available on the Company’s SEDAR+
profile at www.sedarplus.ca. 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 at www.sedarplus.ca.
About Commerce Resources Corp.
Commerce Resources Corp. is a junior mineral resource company focused on the development of
the Ashram Rare Earth and Fluorspar Deposit lo cated 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.
The Ashram Deposit also has a fluorspar componen t which makes it one of the largest potential
sources of fluorspar in the worl d and could be a long-term supplie r to the met-spar and acid-spar
markets. The Company is positioning to be one of the lowest cost rare earth producers globally,
with a specific focus on being a long-term supp lier of mixed rare eart h carbonate and/or NdPr
oxide to the global market.
Additionally, Commerce is committed to exploring the potential of other high-value commodities
on the Property such as niobi um and phosphate minerals, whic h may help advance Ashram by
reducing costs through shared development.
For more information, please visit the corporate website at www.commerceresources.com or email
On Behalf of the Board of Directors
COMMERCE RESOURCES CORP.
Ian Graham
Chairman
Tel: 604.484.2700
Email: [email protected]
Web: http://www.commerceresources.com
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Neither TSX Venture Exchange nor its Regulation Serv ices Provider (as that term is defined in
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Statements
This news release contains forward-looking st atements, which includes any information about
activities, events or developments that the Comp any believes, expects or anticipates will or may
occur in the future. Forward looking statements in this news release include statements regarding
the proposed Transaction and the terms thereof; the anticipated filing of materials on SEDAR+;
the completion of the Transaction, including, rece ipt of all necessary court, shareholder and
regulatory approvals and timing thereof; the proposed Consolid ation and the term s thereof; the
expectation that the Commerce Shar es will be delisted from the TSXV; the expectation that the
Mont Royal Shares will be dual-listed on the AS X and TSXV; the continued advancement of the
Ashram Project to development; that Ashram’s fluorspar com ponent which makes it one of the
largest potential s ources of fluorspar in the world and could be a long- term supplier to the met-
spar and acid-spar markets; that the Company 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 the Company may explore the potential of other high-value
commodities on the Ashram Property. These forwar d-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 informati on. Risks that could change or
prevent these events, activities or developments from coming to fruition include: the ability to
obtain approvals in respect of the Transaction an d to consummate the Tran saction, the ability to
obtain approvals for the listing of the Mont Royal Shares on the TSXV and the ASX; integration
risks, actual results of current and future exploration activities; that the Company may not be able
to fully finance any additional exploration on the Ashram Project; that even if the Company is able
raise capital, costs for exploration activities may increase such that the Company 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 depos its 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 filings made by the Co mpany with applicable Canadian securities
regulators. Although the Company has attempted to identify important fact ors 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 ar e based on our current expectations, estimates,
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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 filings made with the applicable Canadian securities regulators
or other events occurring outside of our normal course of business, and are not guarantees of future
performance or development a nd involve known and unknown risk s, 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 the Company assumes no respons ibility to update or revise such information
to reflect new events or circumstances, except as required by law.