Announcement PDF ASX ANNOUNCEMENT – 30 September 2025 ASX: MRZ LODGEMENT OF REPLACEMENT PROSPECTUS Not for distribution to United States news wire services or for dissemination in the United States Mont Royal Resources Ltd (“Mont Royal” or “the Company”) (ASX: MRZ) is pleased to advise that it has lodged a replacement prospectus with ASIC with respect to an offer to raise a minimum of A$8 million and up to A$10 million (before costs) by the issue of between 40.0 million and no more than 50.0 million new fully paid ordinary shares (“Shares”) (on a post-consolidation basis) at an issue price of A$0.20 per Share. This replaces the prospectus lodged with ASIC on Wednesday 17 September 2025 however the indicative timetable has not changed. Indicative Timetable Event Date Lodgement of Prospectus with ASIC Wednesday, 17 September 2025 Exposure Period begins Wednesday, 17 September 2025 Exposure Period ends (unless extended) Wednesday, 24 September 2025 Opening Date for the Offers Thursday, 25 September 2025 Lodgement of Replacement Prospectus with ASIC Tuesday, 30 September 2025 General Meeting Friday, 10 October 2025 Closing Date for the Public Offer (5:00pm AWST) Monday, 13 October 2025 Effective Date of Consolidation Thursday, 16 October 2025 Record Date of Consolidation Tuesday, 21 October 2025 Settlement Date of the Offers Tuesday, 21 October 2025 Completion of the Transaction Tuesday, 21 October 2025 Expected date for dispatch of holding statements Thursday, 23 October 2025 Expected date for Shares to be reinstated to trading on ASX Tuesday, 28 October 2025 This indicative timetable is subject to change. The Company reserves the right to amend any or all of these events, dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. A copy of the replacement prospectus, as lodged with ASIC, is attached to this announcement. For and on behalf of the Board ENDS. Shaun Menezes | Company Secretary Mont Royal Resources Ltd 3440-1085-3438v2 ACN: 625 237 658 Level 8, 2 Bligh Street Sydney NSW 2000 E: info@montroyalres.com www.montroyalres.com ASX: MRZ For Further Information: Peter Ruse Nicholas Read Investor and Media Relations Executive Director info@montroyalres.com +61 419 929 046 nicholas@readcorporate.com.au About Mont Royal Resources Mont Royal Resources Limited (ASX: MRZ) is an Australian company that 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). On 10 April 2025, Mont Royal announced the planned merger of the Company with Commerce Resources Corp. (“Commerce”) (TSXV: CCE, FSE: D7H0, OTCQX: CMRZF) (“Proposed Transaction”). Under the Proposed Transaction, Mont Royal and Commerce propose to combine their respective businesses in a merger transaction, pursuant to which, Mont Royal has agreed to acquire 100% of the issued and outstanding common shares of Commerce (“Commerce Shares”) by way of a court-approved Plan of Arrangement under the Business Corporate Act (British Columbia). For further information regarding Mont Royal Resources Limited, please visit the ASX platform (ASX: MRZ) or Mont Royal’s website www.montroyalres.com, for further information regarding the Proposed Transaction, copies of all relevant announcement are available here: https://montroyalres.com/investor-centre/ About Commerce Resources Commerce Resources Corp. is a junior mineral resource company 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. The Ashram Deposit also has a 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. Commerce is positioning itself to be one of the lowest cost rare earth producers globally, with a specific focus on being a long-term supplier of mixed rare earth 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 niobium and phosphate minerals, which may help advance Ashram by reducing costs through shared development. For more information, please visit Commerce’s corporate website at www.commerceresources.com or email info@commerceresources.com. 2 Replacement Prospectus Mont Royal Resources Limited ACN 625 237 658 For an offer of up to 50 million Shares (on a postConsolidation basis) at an issue price of $0.20 per Share to raise up to $10 million (before costs). This Prospectus also includes the Broker Offer detailed in Section 7. Conditional Offers The Offers are conditional upon certain events occurring. Please refer to Section 7.2 for further information. The Offers are not underwritten. Re-compliance with Chapters 1 and 2 of the Listing Rules In addition to the purpose of raising funds under the Offers, this Prospectus is issued for the purpose of re-complying with the admission requirements under Chapters 1 and 2 of the Listing Rules following a change to the nature and scale of the Company’s activities. ASX Code: MRZ Australian Legal Adviser Lead Manager THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION This is a replacement prospectus dated 30 September 2025. It replaces a prospectus dated 17 September 2025 in relation to the Offers. You should read this Prospectus in its entirety. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 8 for a summary of the key risks associated with an investment in the Shares. If you do not understand any part of this Prospectus or are in doubt as to what you should do, you should consult your Broker, accountant, financial or other professional adviser immediately. It is proposed that the Offers will close at 5:00pm (AWST) on Monday, 13 October 2025. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time. The Company is incorporated in Australia under the Corporations Act 2001 (Cth) (Corporations Act) with Australian company number 625 237 658. Important information The Offers o the Company’s existing cash reserves at 30 June 2025 and costs of the Offers to align with the pro- This Prospectus is issued by Mont Royal Resources Limited (ACN forma financial information and the depletion in 625 237 658) (MRZ or the Company) for the purposes of Chapter costs of the Offer to reflect the costs paid up to 30 6D of the Corporations Act. June 2025; The offers in this Prospectus comprise: the Public Offer and the o the reduction of funds raised from the Public Offer Broker Offer (together, the Offers). allocated to commencing pre-feasibility studies for Lodgement and listing the Ashram Project to provide additional general working capital for the Company given the staged This replacement prospectus is dated 30 September 2025 and nature of its use of funds on the progress of studies was lodged with the Australian Securities and Investments in relation to the Ashram Project; Commission (ASIC) on that date. It replaces the prospectus issued o by the Company (Original Prospectus) dated 17 September 2025 the allocation for uses of funds relating to the proceeds from the Public Offer with existing cash (Original Prospectus Date) that was lodged with ASIC on that reserves being used for general and administrative date. costs and general working capital; This Prospectus has been issued to amend or delete current • the inclusion of an updated Independent Technical disclosure and/or provide further disclosure. The material Assessment Report in Annexure A to provide an opinion on differences between this Prospectus and the Original Prospectus the revised use of funds table at Section 7.7; • are: • the inclusion of additional information on the Company’s capital structure to assist investors in reviewing the “Key Offer Offer Price and Consolidation ratio were determined; • the inclusion of summaries of the (i) key material contracts entered into by the Company, Commerce and their respective structure at Reinstatement at Section 7.6; • personnel in the “Investment Highlights” table reflecting the information contained in Sections 9 and 6.5 respectively; • the inclusion of additional information clarifying that the exact the dilutionary risk disclosure in Section 8.2(d); • • the inclusion of additional information describing the stages of the Northern Lights Project and the Ashram Project in • • • the inclusion of additional costs of the Offer incurred at Section 10.18; • the inclusion of additional information in relation to the ASIC relief to reflect the granting of the ASIC relief in Section 10.20; number of Conversions Shares will be subject to the terms of the Convertible Notes; the inclusion of additional information on the dilutionary impact of the Offers, the Transaction and Incentive Grant in subsidiaries, and (ii) the remuneration of the Directors, Proposed Directors and proposed key management the inclusion of the dilutionary impact of the Offers, the Transaction and Incentive Grant on the Company’s capital Statistics” table; • the inclusion of additional information in relation to how the and • various other ancillary or minor updates throughout the Prospectus as a result of the abovementioned changes. Sections 3.4 and 3.5 from section 7 of the Independent Application was made by the Company within seven days of the Technical Assessment Report; Original Prospectus Date to ASX for the Company’s admission and the extraction of historical and pro-forma financial information Official Quotation of the Shares the subject of the Public Offer or of from the Independent Limited Assurance Report in Section 5 this Prospectus. and the inclusion of the Company’s full year audited Neither ASIC nor the Australian Securities Exchange (ASX) (or consolidated financial statements for the period ended 30 their respective officers) take any responsibility for the contents of June 2025 in the historical and pro-forma financial information this Prospectus or for the merits of the investment to which this presented; Prospectus relates. a replacement Independent Limited Assurance Report in Annexure C to reflect the presentation of financial information Expiry Date in Section 5; This Prospectus expires at 5:00pm (AWST) on the date which is the inclusion of additional information on the Company’s use 13 months after the Original Prospectus Date (Expiry Date) and of funds information in the “Investment Highlights” and no Shares will be issued on the basis of this Prospectus after the Section 7.7 to account for: Expiry Date. o the quantification of when further funding may be required; Not investment advice page 1 The Securities offered pursuant to this Prospectus should be The Prospectus is not available to persons in other jurisdictions in considered highly speculative. There is no guarantee that the which it may not be lawful to make such an invitation or offer to Securities offered pursuant to this Prospectus will make a return apply for securities. If you access the electronic version of this on the capital invested, that dividends will be paid on the Shares or Prospectus, you should ensure that you download and read the that there will be an increase in the value of those securities in the Prospectus in its entirety. future. Persons having received a copy of this Prospectus in its electronic The information contained in this Prospectus is not investment or form may obtain an additional paper copy of this Prospectus and financial product advice and does not take into account the the Application Form (free of charge) from the Company (see the investment objectives, financial situation, tax position or particular Corporate Directory at the back of this Prospectus for contact needs of any prospective investor. It is important that you read this details). Prospectus carefully and in its entirety before deciding whether to invest in the Company. Applications will only be accepted on the Application Form attached to, or accompanying, this Prospectus. The Corporations In particular, in considering the prospects of the Company, you Act prohibits any person from passing on to another person the should consider the risk factors that may affect the performance of Application Form unless it is attached to a paper copy of the the Company. You should carefully consider these risks in light of Prospectus or the complete and unaltered electronic version of this your personal circumstances (including your investment objectives, Prospectus. financial situation, tax position and any other needs) and seek professional guidance from your Broker, lawyer, accountant, financial adviser or other independent professional adviser before deciding whether to invest. Some of the key risk factors that should be considered by prospective investors are set out in Section 8. There may be risk factors in addition to these that should be considered in light of your personal circumstances. Exposure Period The Corporations Act prohibits the Company from processing Applications in the seven-day period from the Original Prospectus Date (Exposure Period). The Exposure Period was extended by ASIC for a further seven days. Prospective investors wishing to subscribe for Shares under the Public Offer should complete the relevant Application Form. If you do not provide the information required on the relevant Application Form, the Company may not be able to accept or process your Application. By returning the Application Form with the requisite Application Monies or making a payment of Application Monies you acknowledge that you have received and read this Prospectus, and that you have acted in accordance with the terms of the Public Offer detailed in this Prospectus. No cooling-off rights Cooling-off rights do not apply to an investment in Securities issued under this Prospectus. This means that, in most The purpose of the Exposure Period is to enable this Prospectus circumstances, you cannot withdraw your Application once it has to be examined by market participants prior to the raising of funds. been accepted. The examination may result in the identification of deficiencies in this Prospectus, in which case any Application received during the Re-compliance with Chapters 1 and 2 of the Listing Rules Exposure Period may need to be dealt with in accordance with The Transaction will constitute a significant change to the nature section 724 of the Corporations Act. and scale of the Company’s activities. Pursuant to Listing Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. Rule 11.1.3, the Company must re-comply with the admission requirements of Chapters 1 and 2 of the Listing Rules, as if applying for admission to the Official List. Accordingly, this Prospectus is issued for the purpose of satisfying Chapters 1 and 2 of the Listing Rules, as well as for the purpose of raising funds Obtaining a copy of this Prospectus and Application Forms under the Public Offer. This Prospectus may be viewed online at Conditional Offers https://montroyalres.com/investor-centre/. The other information on the Company website does not form part of this Prospectus. Any person accessing the electronic version of this Prospectus for the purpose of making an investment in the Company must be resident in Australia and must only access this Prospectus from within Australia. The Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not proceed, and Applicants will be refunded their Application Monies (without interest). See Section 7.2 for further details on the conditions attaching to the Offers. Offers subject to quotation page 2 If ASX does not admit the Shares to Official Quotation within three months (or any longer period permitted by law) of the Original Prospectus Date, the Company will withdraw the Offers and repay all Application Monies to Applicants (without interest) as soon as practicable in accordance with the Corporations Act. Target market determination In accordance with the design and distribution obligations under the Corporations Act, the Company has determined the target market for the offer of Broker Options issued under this Disclaimer No person is authorised to give any information or make any representation in connection with the Offers that is not contained in this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Company, the Company’s Directors or officers, or any other person in connection with the Offers. You should rely only on information in this Prospectus when deciding whether to invest in the Company. Prospectus. The Company and the Lead Manager will only make Except as required by law, and only to the extent so required, none available the Broker Offer to those investors who fall within the of the Company, Commerce, the Lead Managers, nor or any target market determination (TMD) as set out on the Company’s person named in this Prospectus, or any other person warrants or website https://montroyalres.com. By making an application under guarantees the future performance of the Company, or any return the Broker Offer, you warrant that you have read and understood on any investment made pursuant to this Prospectus. the TMD. Restrictions on the distribution of this Prospectus This Prospectus does not constitute an offer or invitation in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Securities the subject of this Prospectus or the Offers, or to otherwise permit a public offering of the Securities in any jurisdiction outside Australia. The Offers are not being extended to any investor outside Australia except to the extent Canaccord Genuity (Australia) Ltd (the Lead Manager) has acted as the adviser and bookrunner to the Public Offer. To the maximum extent permitted by law, the Lead Manager and its affiliates, officers, employees and advisers expressly disclaim all liabilities in respect of, make no representations regarding, and take no responsibility for, any part of this Prospectus other than references to their name, and make no representation or warranty as to the currency, accuracy, reliability or completeness of this Prospectus. otherwise determined by the Board, subject to applicable laws Investor eligibility for the purposes of the Public Offer is (refer to Section 7.12 for information in relation to certain selected determined by reference to a number of matters, including legal foreign jurisdictions). requirements, and the discretion of the Company and the Lead The distribution of this Prospectus (including in electronic form) outside Australia may be restricted by law, and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply Manager. The Company, Lead Manager and their respective affiliates, officers, employees and advisers disclaim any liability in respect of the exercise or otherwise of that discretion, to the maximum extent permitted by law. with such restrictions may constitute a violation of applicable The Company, the Registry and the Lead Manager disclaim all securities laws. liability, whether in negligence or otherwise, to persons who sell or This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. In particular, the Shares to be offered under the Offers have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (US Securities Act) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States, unless the Shares are registered under the US Securities Act or are offered and sold pursuant to an exemption from, or in a transaction not subject to the registration requirements of the US Securities Act and applicable US state securities laws. Please refer to Section 7.12 for more detail on selling restrictions that apply to the Offers and sale of Shares in jurisdictions outside Australia. Applicants who are resident in countries other than trade Shares before receiving their holding statement or allotment confirmation notice, whether on the basis of a confirmation of allocation provided by any of them or otherwise. CCE information All information in this Prospectus in relation to Commerce Resources Corp. (CCE or Commerce) has been sourced from, prepared for, or provided by CCE and its related bodies corporate. Whilst the Company has undertaken due diligence in order to seek to verify the accuracy of this information, no representation or warranty, express or implied, is made as to the fairness, accuracy, correctness, completeness or adequacy of any such information relating to CCE. Forward-looking statements Australia should consult their professional advisers as to whether This Prospectus contains forward-looking statements, which are any governmental or other consents are required or whether any statements that may be identified by words such as “may”, “could”, other formalities need to be considered and followed. “believes”, “estimates”, “expects”, “intends”, “considers” and other similar words that involve risks and uncertainties. page 3 These statements are based on an assessment of present consult your own professional tax advisers in regard to taxation economic and operating conditions, and on a number of implications of the Offers. assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties, assumptions and other important factors, many of which are beyond the control of the Company and the Directors and management of the Company, that could cause actual results, performance, events or outcomes to differ materially from the results, performance, events or outcomes expressed or anticipated in these statements. Forward-looking statements should therefore be read in conjunction with, and are qualified by, the risk factors as Using this Prospectus Persons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to make an informed assessment of the assets and liabilities, financial position and performance, profits and losses, and prospects of the Company, and the rights and liabilities attaching to the Securities offered pursuant to this Prospectus. If persons considering subscribing for Securities offered pursuant to this Prospectus have any questions, they should consult their Broker, solicitor, accountant or other professional adviser for advice. set out in Section 8 and other information in this Prospectus. Privacy The Company cannot and does not give any assurance that the By completing and returning an Application Form, you will be results, performance or achievements expressed or implied by the providing personal information directly or indirectly to the forward-looking statements contained in this Prospectus will Company, the Registry, and related bodies corporate, agents, actually occur, and investors are cautioned not to place undue contractors and third-party service providers of the foregoing reliance on these forward-looking statements. Except where (Collecting Parties). The Collecting Parties will collect, hold, use, required by law, the Company does not intend to update or revise disclose and otherwise handle that personal information to assess forward-looking statements, regardless of whether new your Application, service your needs as a Security holder and to information, future events or any other factors affect the facilitate distribution payments and corporate communications to information contained in this Prospectus. you as a Security holder. The Corporations Act, taxation law and, This Prospectus uses market data, industry forecasts and projections. The Company has obtained significant portions of this in some cases, local legislation outside of Australia require some of this personal information to be collected. information from market research prepared by third parties. There By submitting an Application Form, you authorise the Company to is no assurance that any of the forecasts contained in the reports, use any personal information contained in your Application Form surveys and research of such third parties that are referred to in (Personal Information) and to disclose it to the Collecting Parties, this Prospectus will be achieved. The Company has not where necessary, for any purpose in connection with the Offers, independently verified this information. Estimates involve risks and including processing your Application and complying with uncertainties and are subject to change based on various factors, applicable law, the Listing Rules, the ASX Settlement Rules and including the risk factors in Section 8. any requirements imposed by any applicable regulatory authority. Past performance If the Offers are successfully completed, your Personal Information This Prospectus includes information regarding past performance of the Company. Investors should be aware that past performance is not indicative of future performance. Taxation may also be used from time to time and disclosed to persons inspecting the Register, including bidders for your Securities in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Register. Any disclosure of Personal Information made for the above The acquisition and disposal of Securities will have tax purposes will be on a confidential basis and in accordance with the consequences, which will differ depending on the individual Privacy Act 1988 (Cth) and all other legal requirements. If required financial affairs of each investor. All potential investors in the by law or any public authority, Personal Information collected from Company are urged to obtain independent financial advice about you will be passed on to third parties strictly in accordance with the consequences of acquiring, transmuting or disposing legal requirements. Once your Personal Information is no longer Securities from a taxation viewpoint and more generally. required, it will be destroyed or de-identified. The Company does not propose to give any taxation advice and, In some cases, your Personal Information may be disclosed by the to the maximum extent permitted by law, the Company, its Company to recipients located in jurisdictions outside of Australia, Directors, officers and each of their respective advisers accept no where your Personal Information may not receive the same level of responsibility or liability for any taxation consequences of protection as that afforded under Australian law. These disclosures subscribing for Securities under this Prospectus. You should include on the Securities and the Register to relevant regulatory authorities and to the third parties described above. This includes page 4 on the Register to any person lawfully entitled to examine the Company’s public announcement on 21 November 2023 and 12 shares Register, and under applicable Australian laws. Apart from November 2024. The Company confirms that it is not aware of any these instances, your Personal Information is not generally new information or data that materially affects the information disclosed to recipients. included in the relevant market announcement. Subject to certain exemptions under Australian law, you may Ashram Project access Personal Information that the Collecting Parties hold about you and seek correction of such information. Access and correction requests, and any other queries regarding this privacy statement, must be made in writing to the Register at the address set out in the Corporate Directory of this Prospectus. A fee may be charged for access. The statements of exploration results and mineral resources presented in this Prospectus for the Ashram Project have been produced in accordance with Listing Rules Chapter 5 and the JORC Code, with these statements reflecting information compiled and conclusions produced in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition The Registry’s privacy policy is available on its website, Standards, and Canadian National Instrument 43-101 Standards of https://www.automicgroup.com.au/privacy-policy Disclosure for Mineral Projects (NI 43-101) by Commerce’s The Company aims to ensure that the Personal Information it retains about you is accurate, complet