Announcement PDF Level 8, 2 Bligh Street Sydney NSW 2000 Mont Royal Resources Ltd ACN: 625 237 658 E: info@montroyalres.com www.montroyalres.com ASX ANNOUNCEMENT 30 January 2026 FINANCIAL REPORTING The Company notes that, due to the merger transaction being deemed a reverse takeover, the accounting parent of the group is its wholly-owned acquired subsidiary, Commerce Resources Corp. As such,the group has adoptedthe financialyear-endof Commerce,being31 October.The Group willlodge its AnnualReport forthe financialyearend 31 October2025 bythe end of January2026. Further,due to the complex nature of aligning the financial year-end of the group back to 30 June, the following financial reports and quarterly documents will be lodged: • Group Interims Financial Period End (FPE) 31 December 2025, with comparatives to the 6 months ended 31 December 2024 (Due: March 14, 2026) • Group Interims Financial Period End (FPE) January 31,2026,with comparatives to the 3 months ended January 31, 2025 (Due: March 17, 2026) • Appendix 5B and Activities Report for the period 1 January 2026 to 31 March 2026 (Due: 30 April 2026) • Interims FPEApril 30,2026,with comparatives to the 6 months endedApril 30,2025 (Due: June 16, 2026) • Appendix 5B and Activities Report for the period 1 April 2026 to 30 June 2026 (Due: 31 July 2026) • Annuals for the 8 months ended June 30, 2026, with comparatives to the 12 months ended October 31, 2025 (Due: September 28, 2026) • Appendix 5B and Activities Report for the period 1 July 2026 to 30 September 2026 (Due: 30 September 2026) • Q1 Interims FPE September 30,2026,with comparatives to the 3 months ended October 31, 2025 (Due: November 16, 2026) • Appendix 5B and Activities Report for the period 1 October 2026 to 31 December 2026 (Due: 31 January 2027) • Q2 Interims FPE December 31, 2026, with comparatives to the 6 months ended January 31, 2026 (Due: February 16, 2027) • Appendix 5B and Activities Report for the period 1 January 2027 to 31 March 2027 (Due: 30 April 2027) • Q3 Interims FPE March 30,2027,withcomparatives to the 9 months ended April 30,2026 (Due: May 17, 2027) • Annuals FYE June 30, 2027,with comparatives to the 8 months ended June 30,2026 and 12 months endedOctober31,2025,includingthe statementof financialposition(Due:September 28, 2027) For and on behalf of the Boad – ENDS Joel Ives (Company Secretary) Mont Royal Resources Limited ABN 12 625 237 658 Annual Report - 31 October 2025 Mont Royal Resources Limited Corporate directory 31 October 2025 1 Directors Cameron Henry Nicholas Holthouse Jeremy Robinson Ronnie Beevor Adam Ritchie Company secretary Joel Ives Registered office and Principal place of business Level 8, 2 Bligh Street Sydney NSW 2000 Share register Automic Registry Services Level 5, 191 St Georges Terrace Perth WA 6000 Auditor BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Stock exchange listing Mont Royal Resources Limited shares are listed on the Australian Securities Exchange (ASX code: MRZ) and the TSX Venture Exchange (TSX-V code: MRZL) Website www.montroyalres.com Corporate Governance Statement www.montroyalres.com/corporate/corporate-governance/ Mont Royal Resources Limited Directors' report 31 October 2025 2 The directors present their report, together with the financial statements, on the consolidated entity (referred to hereafter as the 'consolidated entity') consisting of Mont Royal Resources Limited (referred to hereafter as ‘Mont Royal’, the 'company' or 'parent entity') and the entities it controlled at the end of, or during, the year ended 31 October 2025. Mont Royal is listed on the Australian Securities Exchange. The company completed the legal acquisition of Commerce Resources Corp. (referred to hereafter as ‘Commerce’) on 21 October 2025. Commerce (the legal subsidiary) was deemed to be the acquirer for accounting purposes as it has obtained control over the operations of the legal acquirer Mont Royal (accounting subsidiary). Accordingly, the consolidated financial statements of Mont Royal have been prepared as a continuation of the financial statements of Commerce. Commerce (As the accounting acquirer) has accounted for the acquisition of Mont Royal from 21 October 2025. The comparative information presented in the consolidated financial statements is that of Commerce. Directors The following persons were directors of Mont Royal Resources Limited during the whole of the financial year and up to the date of this report, unless otherwise stated: Cameron Henry (appointed 21 October 2025) Nicholas Holthouse (appointed 1 June 2025) Jeremy Robinson Ronnie Beevor (appointed 21 October 2025) Adam Ritchie Ross Carroll Ian Graham (resigned 17 March 2025) (resigned 20 October 2025) Principal activities During the financial year the principal continuing activities of the consolidated entity consisted of exploration activities at the consolidated entity’s mining tenements predominately situated in Quebec, Canada. Dividends There were no dividends paid, recommended or declared during the current or previous financial year. Review of operations The loss for the consolidated entity after providing for income tax and non-controlling interest amounted to $6,556,423 (31 October 2024: $31,836,582). The 2025 Financial year marked a transformational period for Mont Royal Resources, with the landmark merger with TSXV- listed Commerce Resources Corp. formally completed on 21 October 2025 to create an ASX and TSX-V listed, Québec- focused, critical minerals developer and exploration company with a strong focus on rare earths, fluorspar, niobium and lithium exploration. Mont Royal lodged a replacement Prospectus with ASIC on 30 September 2025 with respect to an offer to raise 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 on a post-consolidation basis at an issue price of A$0.20 per share. The Public offer closed at 5.00pm on Monday 13 October 2025, with Mont Royal successfully receiving valid applications to raise the full amount of A$10.0 million (before costs) to advance its projects and support its re-compliance with Chapters 1 and 2 of the ASX Listing Rules. Settlement was completed on 23 October 2025. Mont Royal completed a share consolidation on a 0.2195-for-1 basis, with all options adjusted as per Listing Rule 7.22. The effective date of the consolidation was Thursday 16 October 2025 and the record date for the consolidation was Tuesday 21 October 2025. Following completion of the Consolidation and capital raising outlined above, Mont Royal had 188,744,331 shares on issue, 92,092,310 options on issue (exercisable at various dates and prices) and 12,259,382 performance rights on issue. On 30 October 2025, 2,528,497 shares were issued on the exercise of options. Following completion of the merger, the Company immediately commenced work programs to advance the Ashram Project towards development and exploration and evaluation on its Northern Lights project in Quebec Canada. Mont Royal Resources Limited Directors' report 31 October 2025 3 Significant changes in the state of affairs During the financial year, the Company completed a Reverse Takeover Transaction whereby it acquired all of the issued share capital in Commerce. The Company announced this transaction on 10 April 2025 and advised that it had entered into a binding formal agreement with the shareholders of Commerce to acquire all of the issued share capital in Commerce. Commerce owns the Eldor Property which hosts the Ashram Rare Earth and Fluorspar Deposit as well as highly prospective niobium assets. As part of the aforementioned transaction, the Company issued a Prospectus on 18 September 2025 (replacement prospectus issued on 1 October 2025), which comprised an offer of 50 million shares at an issue price of $0.20 per share to raise a $10 million. On 10 October 2025, shareholders voted to approve the aforementioned transaction via a suite of related resolutions that included a significant change to the nature and scale of activities of the Company. The acquisition of Commerce resulted in Commerce shareholders holding a controlling interest in Mont Royal after the transaction. This transaction did not meet the definition of a business combination in AASB 3 Business Combinations, it met the definition of an asset acquisition. The transaction has therefore been accounted in accordance with AASB 2 Share-based Payment and has been accounted for as a continuation of the financial statements of Commerce together with a deemed issue of shares. The deemed issue of shares is, in effect, a share-based payment transaction whereby Commerce is deemed to have received the net assets of Mont Royal, together with the listing status of Mont Royal. Because the financial statements represents a continuation of the financial statements of Commerce, the principles and guidance on the preparation and presentation of the financial statements in a reverse acquisition set out in AASB 3 have been applied as follows: • the consideration transferred was allocated to the assets and liabilities of MRZ on acquisition based on their relative fair values; • the equity structure (the number and type of equity instruments issued) at the date of the acquisition reflects the equity structure of Mont Royal, including the equity instruments issued to effect the acquisition; • accumulated losses and other equity balances at acquisition date are those of Commerce; • the results for the year ended 31 October 2025 comprise the consolidated results for Commerce together with the results of the wider Mont Royal Resources group from 21 October 2025; • comparative results represent the consolidated results of Commerce only; • the cost of the acquisition, and amount recognised as contributed equity to affect the transaction, is based on the deemed number of shares that Commerce would have needed to issue to give the shareholders of Mont Royal Resources the same shareholding percentage in the Combined Entity that results from the transaction; and • a share-based payment transaction arises whereby Commerce Resources is deemed to have issued shares in exchange for the net assets of Mont Royal Resources together with the listing status of Mont Royal Resources. The listing status does not qualify for recognition as an intangible asset and the relevant cost has therefore been expensed as a listing expense There were no other significant changes in the state of affairs of the consolidated entity during the financial year. Matters subsequent to the end of the financial year On 5 November 2025, Mont Royal Resources Limited re-commenced trading on the Australian Stock Exchange (ASX), and commenced trading on the Toronto Stock Exchange (TSX-V) following the company’s merger with Commerce Apart from the above no other matter or circumstance has arisen since 31 October 2025 that has significantly affected, or may significantly affect the consolidated entity's operations, the results of those operations, or the consolidated entity's state of affairs in future financial years. Likely developments and expected results of operations The consolidated entity intends to continue its exploration activities on its existing projects. Environmental regulation The consolidated entity is subject to and is compliant with all aspects of environmental regulation of its exploration and mining activities. The directors are not aware of any environmental law that is not being complied with. Mont Royal Resources Limited Directors' report 31 October 2025 4 Material Business Risks The consolidated entity considered the following to be key material business risks: Additional requirements for capital The Company’s capital requirements depend on numerous factors. The Company may require further financing in order to carry out its exploration programs. Any additional equity financing will dilute shareholdings, and debt financing, if available, may involve restrictions on financing and operating activities. If the Company is unable to obtain additional financing as needed, it may be required to reduce the scope of its operations and scale back its exploration program as the case may be. There is however no guarantee that the Company will be able to secure any additional funding or be able to secure funding on terms favourable to the Company. Risk of failure in exploration, development or production Payment of compensation is ordinarily necessary to acquire participating interests. Also, surveying and exploratory drilling expenses (exploration expenses) become necessary at the time of exploration activities for the purpose of discovering resources. When resources are discovered, it is necessary to further invest in substantial development expenses. There is, however, no guarantee of discovering resources on a scale that makes development and production feasible. The probability of such discoveries is low despite various technological advances in recent years, and even when resources are discovered the scale of the resource does not necessarily make commercial production feasible. For this reason, the Group conservatively recognizes expenses related to exploration investment in our consolidated financial statements. To increase recoverable resources and production, the Group plans to always take an interest in promising properties and plans to continue exploration investment. Although exploration and development (including the acquisition of interests) are necessary to secure the resources essential to the Group’s future sustainable business development, each type of investment involves technological and economic risks, and failed exploration or development could have an adverse effect on the results of the Group’s operations. Environmental The operations and proposed activities of the Company are subject to laws and regulations concerning the environment. As with most exploration projects and mining operations, the Company’s activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. It is the Company’s intention to conduct its activities to the highest standard of environmental obligation, including compliance with all environmental laws. Mining operations have inherent risks and liabilities associated with safety and damage to the environment and the disposal of waste products occurring as a result of mineral exploration and production. The occurrence of any such safety or environmental incident could delay production or increase production costs. Events, such as unpredictable rainfall or bushfires may impact on the Company’s ongoing compliance with environmental legislation, regulations and licenses. Significant liabilities could be imposed on the Company for damages, clean-up costs or penalties in the event of certain discharges into the environment, environmental damage caused by previous operations or non-compliance with environmental laws or regulations. The disposal of mining and process waste and mine water discharge are under constant legislative scrutiny and regulation. There is a risk that environmental laws and regulations become more onerous making the Company’s operations more expensive. Climate risk There are a number of climate-related factors that may affect the operations and proposed activities of the Company. The climate change risks particularly attributable to the Company include: 1. the emergence of new or expanded regulations associated with the transitioning to a lower-carbon economy and market changes related to climate change mitigation. The Company may be impacted by changes to local or international compliance regulations related to climate change mitigation efforts, or by specific taxation or penalties for carbon emissions or environmental damage. These examples sit amongst an array of possible restraints on industry that may further impact the Company and its profitability. While the Company will endeavour to manage these risks and limit any consequential impacts, there can be no guarantee that the Company will not be impacted by these occurrences; and 2. climate change may cause certain physical and environmental risks that cannot be predicted by the Company, including events such as increased severity of weather patterns and incidence of extreme weather events and longer- term physical risks such as shifting climate patterns. All these risks associated with climate change may significantly change the industry in which the Company operates. Mont Royal Resources Limited Directors' report 31 October 2025 5 Governance Risks The Group must comply with a range of governance requirements which are conditions of its listing on the ASX and of its mineral exploration and mining activities. There is a risk that the Group may not be able to achieve the financial performance or outcomes disclosed herein if it fails to comply with those governance requirements or if the requirements change in the future and the Group is no longer able to comply with the requirements or must incur material unplanned expenditure in order to remain compliant. The Group seeks to manage and minimise this risk through its existing risk management framework including Board-approved governance policies which are subject to regular review. The Company’s activities are subject to Government regulations and approvals The Company is subject to certain Government regulations and approvals. Any material adverse change in government policies or legislation in Quebec, Canada that affect mining, processing, development and mineral exploration activities, export activities, income tax laws, royalty regulations, government subsidiaries and environmental issues may affect the viability and profitability of any planned exploration or possible development of the Company’s portfolio of projects. Global conditions General economic conditions, movements in interest and inflation rates and currency exchange rates may have an adverse effect on the Company’s exploration activities, as well as on its ability to fund those activities. General economic conditions, laws relating to taxation, new legislation, trade barriers, movements in interest and inflation rates, currency exchange controls and rates, national and international political circumstances (including outbreaks in international hostilities, wars, terrorist acts, sabotage, subversive activities, security operations, labour unrest, civil disorder, and states of emergency) and quarantine restrictions, epidemics and pandemics, may have an adverse effect on the Company’s operations and financial performance, including the Company’s exploration, as well as on its ability to fund those activities. General economic conditions may also affect the value of the Company and its market valuation regardless of its actual performance. Information on directors Name: Cameron Henry (appointed 21 October 2025) Title: Non-Executive Chairman Experience and expertise: Cameron is the founding Managing Director of Primero Group Limited, an EPC engineering firm. With more than 20 years’ experience in the development and delivery of global minerals processing, energy and infrastructure projects, he brings deep technical and commercial expertise. Cameron is currently Managing Director of ASX- listed Green Technology Metals, leading the development of a vertically integrated lithium supply chain in Ontario, Canada. He was formerly a Non-Executive Director at RareX and was instrumental in developing Lynas Corporation’s Mt Weld Rare Earths Project in Western Australia. Other current directorships: Managing Director Green Technology Metals Limited (since March 2021) Former directorships (last 3 years): Executive Director of RareX Limited (from June 2020 to July 2024) Special responsibilities: None Interests in shares: 7,377,054 ordinary shares Interests in options: 510,807 Options exercisable at $0.30 expiring 22 October 2028 2,746,301 Options exercisable at $0.538 expiring 21 June 2026 711,836 Options exercisable at $0.430 expiring 12 August 2026 3,262,784 Options exercisable at $0.258 expiring 30 October 2026 Interests in performance rights: 510,807 Class A PSU’s 510,807 Class B PSU’s 510,808 Class C PSU’s Mont Royal Resources Limited Directors' report 31 October 2025 6 Name: Nicholas Holthouse (Appointed CEO 1 June 2025, Managing Director 21 October 2025) Title: Managing Director and CEO Experience and expertise: Nicholas has 36 years of global mining leadership experience across operations, projects and corporate roles. He has extensive rare earths expertise, having served as Chief Executive Officer of Meteoric Resources (Caldeira Project, Brazil) and Chief Operating Officer of Hastings Technology Metals (Yangibana Project, WA). Nicholas has successfully driven resource growth, project studies, offtake agreements and permitting while building high-performing teams. His critical minerals focus includes rare earths, niobium, lithium, copper and gold. He is currently a Non-Executive Director of Brazilian Critical Minerals. Other current directorships: Non-Executive Director of Brazilian Critical Minerals (since May 2025) Former directorships (last 3 years): None Special responsibilities: None Interests in shares: 50,000 ordinary shares Interests in options: 510,808 Options exercisable at $0.30 expiring 28 July 2028 Interests in performance rights: 1,532,423 Class A Performance Rights 1,532,423 Class B Performance Rights 1,532,422 Class C Performance Rights Name: Jeremy Robinson (served as interim CEO between 17 March 2025 to 1 June 2025) Non-Executive Director Experience and expertise: Jeremy is a highly experienced resources executive with 20 years’ experience in the industry, specialising in critical minerals including rare earths. He is the Principal and Founder of Churchill Strategic Investments Group, which has financed multiple junior explorers and developers across the ASX and TSX. Other current directorships: Executive Chairman of Cosmos Exploration Limited (since March 2021) Non-Executive Chairman of Brazilian Critical Minerals Limited (since August 2023) Non-Executive Chairman of RareX Limited (since September 2019) Non-Executive Director of Ardiden Limited (since August 2023) Former directorships (last 3 years): Non-Executive Director of Kincora Copper Limited (From December 2023 to November 2025) Special responsibilities: Member of the Audit and Risk Committee Interests in shares: 7,377,054 ordinary shares Interests in options: 2,746,301 Options exercisable at $0.538 expiring 21 June 2026 711,836 Options exercisable at $0.430 expiring 12 August 2026 3,262,784 Options exercisable at $0.258 expiring 30 October 2026 510,808 Options exercisable at $0.30 expiring 28 July 2028 Interests in performance rights: 510,807 Class A Performance Rights 510,808 Class B Performance Rights 510,807 Class C Performance Rights Mont Royal Resources Limited Directors' report 31 October 2025 7 Name: Ronnie Beevor (appointed and continued as Director of Mont Royal Resources on 21 October 2025) Title: Non-Executive Director Experience and expertise: Ronnie brings over 40 years of investment banking and mining experience. He is the former Head of Investment Banking at Rothschild Australia and has held board roles with Atalaya Mining, Riversdale Resources, Talison Lithium, Bannerman Energy and Oxiana. He currently serves as Non-Executive Director of Champion Iron and Lucapa Diamond Company, and Chairman of Felix Gold and Peel Mining. Other current directorships: Non-Executive Chairman of Peel Mining Limited (since September 2025) Non-Executive Chairman of Felix Gold Limited (Since January 2021) Non-Executive Director of Champion Iron Limited (Since March 2024) Non-Executive Director of Lucapa Diamond Company Limited (Since April 2024) Former directorships (last 3 years): Non-Executive Director of Bannerman Energy Limited (From July 2009 to March 2024) Special responsibilities: Member of the Audit and Risk Committee Interests in shares: 205,782 ordinary shares Interests in options: 329,250 Options exercisable at $1.137 expiring 25 March 2026 510,808 Options exercisable at $0.30 expiring 22 October 2028 Interests in Performance Share Units: 510,808 Class A PSU’s 510,808 Class B PSU’s 510,807 Class C PSU’s Name: Adam Ritchie Title: Non-Executive Director Experience and expertise: Adam has more than 20 years’ experience in the resources industry with a strong background in project delivery. He has held senior roles with Pilbara Minerals, Fortescue Metals Group, Rio Tinto and BHP. Adam has a proven record of executing high-impact mining projects and holds a Bachelor of Engineering and a master’s degree in Utility Engineering. He is currently Managing Director of Loyal Metals Limited. Other current directorships: Managing Director of Loyal Metals Limited (since February 2023) Non-Executive Director of Desert Minerals Limited (since November 2024) Non-Executive Director of Sentinel Metals Limited (since October 2024) Former directorships (last 3 years): None Special responsibilities: Member Audit and Risk Committee Interests in shares: 255,400 ordinary shares Interests in options: 255,404 Options exercisable at $0.258 expiring 30 October 2026 510,808 Options exercisable at $0.28 expiring 28 July 2028 Interests in performance rights: 510,807 Class A Performance Rights 510,808 Class B Performance Rights 510,808 Class C Performance Rights Mont Royal Resources Limited Directors' report 31 October 2025 8 Name: Ross Carroll (resigned 17 March 2025) Title: Managing Director and CEO Experience and expertise: Ross holds more than 25 years’ leadership experience in sectors spanning mining and mining services, oil and gas, construction and contracting in Australia and overseas. Ross was Chief Financial Officer (CFO) at MMG Limited – a Hong Kong Stock Exchange-listed global base metals company – where over nine years he oversaw a strengthened balance sheet, drove operational efficiencies and led major acquisitions including the US$1.9 billion Khoemacau copper mine in Botswana. Ross holds a Bachelor of Commerce from Melbourne University, is a Fellow Certified Practicing Accountant and a Graduate of the Australian Institute of Company Directors. Other current directorships: Non-Executive Director of Mineral Resources Limited (since July 2025) Former directorships (last 3 years): None Special responsibilities: None Interests in shares: None Interests in options: None Interests in performance rights: None Name: Ian Graham (resigned 21 October 2025) Title: Non-Executive Director Experience and expertise: Ian is formerly Chief Geologist with Rio Tinto Exploration from March 2006 until January 2009 with prior technical project roles at Rio Tinto and Anglo American Corp. Ian is a director and President at Oroco Resource Corp., a director at Fidelity Minerals Corp, Green Battery Minerals Inc. and Pantera Silver Corp. Mr. Graham is financially literate and is able to evaluate and understand the Company’s financial statements at the current level of complexity. Other current directorships: Director of Fidelity Minerals Corp (since March 2015) Director of Pantera Silver Corp. (since October 2015) Director and President of Oroco Resources Corp. (since February 2020) Former directorships (last 3 years): Former Director of First Canadian Graphite (formerly Green Battery Minerals Inc.) (from May 2017 to March 2025) Special responsibilities: Former Member of the Audit and Risk Committee Interests in shares: None Interests in options: None Interests in performance rights: None 'Other current directorships' quoted above are current directorships for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. 'Former directorships (last 3 years)' quoted above are directorships held in the last 3 years for listed entities only and excludes directorships of all other types of entities, unless otherwise stated. Company secretary Joel Ives is a Chartered Accountant who has held numerous roles as financial controller and company secretary of private and public start-up technology and resource exploration companies. He has assisted with a number of ASX listings, via both IPOs and RTOs, and has ensured ongoing regulatory compliance post-listing. Mont Royal Resources Limited Directors' report 31 October 2025 9 Meetings of directors The number of meetings of the company's Board of Directors ('the Board') and of each Board committee held during the year ended 31 October 2025, and the number of meetings attended by each director were: Full board Audit and Risk Committee Attended Held Attended Held Ian Graham 2 2 - - Adam Ritchie 2 2 - - Jeremy Robinson 2 2 2 2 Ronnie Beevor - - - - Cameron Henry - - - - Ross Carroll 2 2 - - Nicholas Holthouse - - - - Held: represents the number of meetings held during the time the director held office or was a member of the relevant committee. Remuneration report (audited) The remuneration report details the key management personnel remuneration arrangements for the consolidated entity, in accordance with the requirements of the Corporations Act 2001 and its Regulations. Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including all directors. The remuneration report is set out under the following main headings: ● Principles used to determine the nature and amount of remuneration ● Details of remuneration ● Service agreements ● Share-based compensation ● Additional information ● Additional disclosures relating to key management personnel Principles used to determine the nature and amount of remuneration The objective of the consolidated entity's executive reward framework is to ensure reward for performance is competitive and appropriate for the results delivered. The framewo