Update - Proposed issue of securities - MRZ
Released
Released
Announcement PDF
Appendix 3B - Proposed issue of securities
Update Summary
Entity name
MONT ROYAL RESOURCES LIMITED
Announcement Type
Update to previous announcement
Date of this announcement
30/7/2025
Reason for update to a previous announcement
Update to number of securities to be issued and timing of issue.
The number of securities proposed to be issued has been changed to 557,986,515 MRZ Ordinary Fully Paid
Refer to next page for full details of the announcement
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 1 - Entity and announcement details
1.1 Name of +Entity
MONT ROYAL RESOURCES LIMITED
We (the entity named above) give ASX the following information about a proposed issue of +securities and, if ASX agrees
to +quote any of the +securities (including any rights) on a +deferred settlement basis, we agree to the matters set out in
Appendix 3B of the ASX Listing Rules.
If the +securities are being offered under a +disclosure document or +PDS and are intended to be quoted on ASX, we also
apply for quotation of all of the +securities that may be issued under the +disclosure document or +PDS on the terms set
out in Appendix 2A of the ASX Listing Rules (on the understanding that once the final number of +securities issued under
the +disclosure document or +PDS is known, in accordance with Listing Rule 3.10.3C, we will complete and lodge with ASX
an Appendix 2A online form notifying ASX of their issue and applying for their quotation).
1.2 Registered Number Type
Registration Number
ACN
625237658
1.3 ASX issuer code
MRZ
1.4 The announcement is
Update/amendment to previous announcement
1.4a Reason for update to a previous announcement
Update to number of securities to be issued and timing of issue.
The number of securities proposed to be issued has been changed to 557,986,515 MRZ Ordinary Fully Paid
1.4b Date of previous announcement to this update
10/4/2025
1.5 Date of this announcement
30/7/2025
1.6 The Proposed issue is:
A placement or other type of issue
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 7 - Details of proposed placement or other issue
Part 7A - Conditions
7A.1 Do any external approvals need to be obtained or other conditions satisfied before the placement or other
type of issue can proceed on an unconditional basis?
Yes
7A.1a Conditions
Approval/Condition
Date for determination
Court approval
9/10/2025
Is the date estimated or
actual?
** Approval
received/condition met?
Estimated
Comments
Commerce Resources Corp. requires final approval by the Court of the statutory plan of arrangement under the Canada
Business Corporations Act. Refer Mont Royal announcement of 10 April 2025 for additional information.
Approval/Condition
Date for determination
+Security holder approval
26/9/2025
Is the date estimated or
actual?
** Approval
received/condition met?
Estimated
Comments
Commerce Resources Corp. requires the approval of 66.66% of the votes cast by Commerce shareholders (and, if
necessary, a simple majority of votes cast by Commerce shareholders, excluding certain related parties) to proceed with
the transaction.
Mont Royal requires approval for the Transaction (including the Capital Raising and Consolidation) for the purposes of
ASX Listing Rule 11.1.2.
Approval/Condition
Date for determination
Other (please specify in
comment section)
26/9/2025
Is the date estimated or
actual?
** Approval
received/condition met?
Estimated
Comments
The transaction is subject to the receipt of conditional approval of the TSX-V for the listing of Mont Royal shares.
Part 7B - Issue details
Is the proposed security a 'New
class' (+securities in a class that is
not yet quoted or recorded by ASX)
or an 'Existing class' (additional
securities in a class that is already
quoted or recorded by ASX)?
Existing class
Appendix 3B - Proposed issue of securities
Will the proposed issue of this
+security include an offer of
attaching +securities?
No
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Appendix 3B - Proposed issue of securities
Details of +securities proposed to be issued
ASX +security code and description
MRZ : ORDINARY FULLY PAID
Number of +securities proposed to be issued
493,404,173
Offer price details
Are the +securities proposed to be issued being issued for a cash
consideration?
No
Please describe the consideration being provided for the +securities
Consideration for the acquisition of issued shares in Commerce Resources Corp. on a pre-consolidation basis.
Please provide an estimate of the AUD equivalent of the consideration being provided for the +securities
Will these +securities rank equally in all respects from their issue date with
the existing issued +securities in that class?
Yes
Part 7C - Timetable
7C.1 Proposed +issue date
10/10/2025
Part 7D - Listing Rule requirements
7D.1 Has the entity obtained, or is it obtaining, +security holder approval for the entire issue under listing rule 7.1?
Yes
7D.1a Date of meeting or proposed meeting to approve the issue under listing rule 7.1
26/9/2025
7D.2 Is a party referred to in listing rule 10.11 participating in the proposed issue?
No
7D.3 Will any of the +securities to be issued be +restricted securities for the purposes of the listing rules?
Yes
7D.3a Please enter, the number and +class of the +restricted securities and the date from which they will cease to
be +restricted securities
The application of escrow remains subject to a decision on the in-principle advice of the ASX pursuant to an application
dated 21 January 2025.
7D.4 Will any of the +securities to be issued be subject to +voluntary escrow?
No
Appendix 3B - Proposed issue of securities
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Appendix 3B - Proposed issue of securities
Part 7E - Fees and expenses
7E.1 Will there be a lead manager or broker to the proposed issue?
No
7E.2 Is the proposed issue to be underwritten?
No
7E.4 Details of any other material fees or costs to be incurred by the entity in connection with the proposed issue
Yelverton Capital will receive a cash completion fee equal to 1.75% of the undiluted market capitalisation of Merged
Group at successful completion of the Transaction. Wallabi Group will receive a cash completion fee equal to 2% of the
prescribed value of Commerce upon the successful completion of the Transaction.
Part 7F - Further Information
7F.01 The purpose(s) for which the entity is issuing the securities
Consideration for the acquisition of the issued capital in Commerce Resources Corp.
7F.1 Will the entity be changing its dividend/distribution policy if the proposed issue proceeds?
No
7F.2 Any other information the entity wishes to provide about the proposed issue
7F.3 Any on-sale of the +securities proposed to be issued within 12 months of their date of issue will comply with
the secondary sale provisions in sections 707(3) and 1012C(6) of the Corporations Act by virtue of:
The publication of a +disclosure document or +PDS for the +securities proposed to be issued
Appendix 3B - Proposed issue of securities
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