Management's Discussion and Analysis June 2026
Released
Released
Announcement PDF
Management Discussion & Analysis for the year ended 30 June 2026
The following discussion and analysis of the financial position and results of operations and comprehensive
loss for Mont Royal Resources Limited. (the “Company” or “Mont Royal”) should be read in conjunction
with the audited consolidated financial statements for the eight months ended 30 June, 2026, which are
prepared using accounting policies consistent with IFRS Accounting Standards (“IFRS”) and International
Accounting Standards as issued by the International Accounting Standards Board (“IASB”) and
Interpretations (collectively, “IFRS Accounting Standards”). All financial figures presented herein are
expressed in Australian dollars (AUD$) unless otherwise specified.
As outlined in the 31 October 2025 financial statements, the acquisition of Commerce Resources was
accounted for as a continuation of Commerce Resources. Commerce Resources had a 31 October financial
year end and the Group has resolved to change the year end to 30 June to align to the financial year which
had been utilised by Mont Royal Resources prior to the transaction.
Additional information is available under the ticker “MRZ” on the Canadian System for Electronic Document
Analysis and Retrieval (“SEDAR”) at sedar.com, on the Australian Securities Exchange (“ASX”) platform at
asx.com.au and on the Company’s website at montroyalres.com.
CHANGE IN PRESENTATION CURRENCY
Commerce Resources Corp. has had a CAD functional currency and previously reported in CAD. During the
previous financial year ended 31 October 2025, following the transaction with Mont Royal Resources
Limited, the Group voluntarily changed its presentation currency from Canadian Dollars (CAD) to Australian
Dollars (AUD) in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors.
The effective date of this report is 24 September, 2026.
NATURE OF BUSINESS
Mont Royal is a mineral exploration and development company, dual-listed on the Australian Securities
Exchange (“ASX”) and the TSX Venture Exchange ("TSXV"), trading under the symbol "MRZ" and “MRZL”
respectively. The Company’s primary focus is on rare earth elements (“REE”), and its principal assets are
the Ashram Rare Earth & Fluorspar Project, the Eldor Niobium Project, and the Northern Lights Project in
Quebec. The technical information included in this Management Discussion & Analysis (“MD&A”), unless
otherwise stated, has been reviewed by Marie-Pier Boivin, M.Sc., P. Geo., Ms. Boivin is a Qualified Person
under National Instrument 43-101 (“NI 43-101”).
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CORPORATE UPDATES
On October 22, 2025, Mont Royal announced the successful completion of the merger with Commerce
Resources by way of a Canadian statutory plan of arrangement, with Mont Royal acquiring 100% of the
issued and outstanding common shares of Commerce. The merger establishes Mont Royal as a leading
player in the critical minerals company with a core focus on the 100%-owned Ashram Rare Earth and
Fluorspar Deposit in Québec, Canada – one of the largest monazite-mineralized carbonatite-hosted REE
deposits in North America.
Mont Royal completed a strongly supported A$10 million capital raising, ensuring the merged entity is
well funded to progress development activities and strategic engagement to advance the Ashram Project.
Mont Royal has also completed a share consolidation on a 0.2195-for-1 basis, with all options adjusted as
per ASX Listing Rule 7.22.
On November 5, 2025, Mont Royal re-commenced trading on the ASX and TSXV under the ticker symbol
“MRZ” and “MRZL” respectively, following completion of the merger with Commerce, ensuring strong
market access for investors in both Australia and North America.
On 26 February 2026, the Company announced that its wholly owned subsidiary, Commerce Resources,
received an extension of the conditional approval first announced on February 6, 2025 for a revised road
strategy, with conditional funding of up to a total of C$2,606,977 from Natural Resources Canada’s
(NRCan) Critical Minerals Infrastructure Fund (CMIF), to progress access road studies for the Company’s
100%-owned Ashram Rare Earths and Fluorspar Project in Nunavik, Quebec. This extended conditional
approval remains subject to completion of due diligence and the execution of a formal agreement.
On April 7, 2026, the Company announced the nomination of Constantine Karayannopoulos to its advisory
board. Mr. Karayannopoulos, BASc, MASc, P.Eng., is an experienced executive and professional engineer
with more than 30 years of senior leadership roles in the rare earth elements, critical minerals, and
advanced materials sectors. He has held senior executive and board roles across mining, processing and
downstream materials businesses globally. The Company intends to appoint further members to the
Advisory Board in the near term.
On 9 June 2026, the Company issued 600,000 unlisted options with an exercise price of A$0.30 per share
expiring 3 years after issue to consultants under the incentive plan.
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EXPLORATION AND DEVELOPMENT ACTIVITIES
The company’s principal development focus is the Ashram Rare Earth & Fluorspar Project, one of the
largest monazite-mineralised, carbonatite-hosted rare earth deposits in North America, located in the
Nunavik region of Québec. The portfolio also includes the Eldor Niobium Project, located immediately
adjacent to Ashram, and the Northern Lights Lithium Project, located in the world-class James Bay region
of Québec, creating a diversified platform aligned the global clean energy transition.
Figure 1: Location of the Ashram REE & Fluorspar Project, the Northern Lights Project
and the Port of Saguenay.
ELDOR PROPERTY
The Eldor Property is situated in northern Quebec approximately 130 km south of the town of Kuujjuaq.
The Property is 100%-owned by the Company and is composed of 244 claims comprising approximately
11,475 hectares, including the Ashram Rare Earth and Fluorspar Deposit (“Ashram Deposit”).
The Ashram Deposit remains open to the north, south, and at depth. The deposit’s mineralized footprint
is approximately 700 m along strike, over 350 m across, and 600 m deep.
NORTHERN LIGHTS
The Northern Lights Project encompasses a 536km2 land package and includes the 75%-owned
Northern Lights Assets and the Eastmain Léran Project.
MINERAL RESOURCE ESTIMATE
On May 22, 2024, the Company announced an updated mineral resource estimate (“MRE”) for the Ashram
Rare Earth and Fluorspar Deposit. The updated MRE firmly establishes Ashram as a globally significant
rare earth element deposit, and one of the largest monazite-mineralized carbonatite REE deposits in the
world: 73.2 Mt at 1.89% TREO and 6.6% CaF2 (indicated), and 131.1 Mt at 1.91% TREO and 4.0% CaF2
(inferred), at a cut-off of $287 Net Metal Return (NMR) per tonne with an Effective Date of April 4, 2024.
Mineral resources are not mineral reserves as they do not have demonstrated economic viability. The
Ashram MRE demonstrates very high NdPr distributions (i.e., percent of neodymium plus praseodymium
oxide of the TREO) for a carbonatite hosted deposit at 21.2% NdPr (indicated) and 21.4% NdPr (inferred),
exceeding that of several active global producers.
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ASHRAM PRELIMINARY ECONOMIC STUDY (PEA)
On 9 June 2026, the Company released an updated Preliminary Economic Assessment (“PEA”) for its
100%-owned Ashram Rare Earths and Fluorspar Project located in Nunavik, Québec, Canada.
The PEA was completed by Altris Engineering (“Altris”) in accordance with National Instrument 43-101 –
Standards of Disclosure for Mineral Projects (“NI 43-101”) in collaboration with the following specialist
firms:
• Altris Engineering
• BBA Inc. (BBA)
• PLR Resources Inc. (PLR)
• DRA Americas Inc. (DRA)
• L3 Process Development (L3)
• ASDR Canada Inc.
• TALA Geotec
• Norda Stelo Inc.
The updated study incorporated significant optimisation work completed since prior economic studies,
including:
• revised mining and processing assumptions;
• optimisation of transportation and logistics pathways;
• incorporation of a proposed hydrometallurgical processing facility in Saguenay, Québec;
• updated infrastructure assumptions; and
• revised engineering and metallurgical inputs.
The PEA highlights the potential for Ashram to become a major long-term supplier of rare earth products
into Western and allied critical mineral supply chains.
Ashram is one of the largest monazite-hosted rare earth deposits in North America and contains a
favourable distribution of magnet rare earth elements, including neodymium and praseodymium
(“NdPr”), which are critical components used in EVs, permanent magnets, wind turbines, robotics, semi-
conductors, aerospace technologies and defence applications.
The Economic Summary and metrics for the project are shown below in Table 1 and Table 2.
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TABLE 1. UPDATED PEA – ECONOMIC SUMMARY
Economic Metrics Unit Value
LOM Revenue CAD M 24,638
LOM EBITDA CAD M 15,460
EBITDA Margin % 62.7%
LOM Undiscounted Post-Tax Cashflow CAD M 8,365
NPV8% post-tax (real) CAD M 2,026
NPV8% pre-tax (real) CAD M 3,440
IRR post-tax (real) % 22.0%
IRR pre-tax (real) % 25.6%
Post-Tax Payback years 3.9
TABLE 2. OPERATING COST PROFILE
Unit Cost Metric Unit Value
C1 Cash Cost CAD/kg saleable REO 17.99
AISC CAD/kg saleable REO 18.58
FLOTATION TEST WORK OPTIMISATION PROGRAM
Mont Royal also recommenced metallurgical flotation test work on the Ashram Project. Auralia
Metallurgy, in Australia, received bulk samples of mineralised material in December 2025. This work is to
build on the previous results achieved by SGS Lakefield campaign which provided high-grade rare earth
mineral concentrate of 36% REO. The program will further evaluate the potential to produce a commercial
fluorspar (CaF2) concentrate and incorporate this potential high-value by-product opportunity into the
Stage 1 flowsheet. It will also produce additional concentrate both for further Hydromet test work
optimisation and to undertake test work utilising new and alternative processing technology groups.
REVIEW OF FLUORSPAR POTENTIAL AT THE MALLARD PROSPECT
On May 26, 2026, the Company announced an update on the fluorspar (CaF₂) potential identified within
historical niobium-focused drilling at the Mallard Prospect, located approximately 1.4 km southeast of the
Ashram Deposit within the Eldor Carbonatite Complex, Québec.
A review of historical drilling (2008, 2010 and 2024 campaigns) confirmed a discrete fluorite-bearing
system, now named the "Flux" Fluorite Zone, hosted as high-grade intervals (>15% to 39.8% CaF₂) within
dolomite carbonatite with associated modest niobium mineralization. Reported length-weighted
intercepts (CaF₂ derived from fluorine assays using a 2.055 conversion factor) include 32.4 m @ 26.1%
CaF₂ and 0.4% Nb₂O₅ from 203.9 m (EC10-033, incl. 5.0 m @ 38.8% CaF₂); 29.0 m @ 21.7% CaF₂ from 275.0
m (EC10-040, incl. 6.6 m @ 39.8% CaF₂); 24.8 m @ 35.8% CaF₂ from 221.7 m (EC24-209); and 10.9 m @
38.5% CaF₂ from 275.7 m (EC24-211).
The interpreted zone measures at least 80 m along strike and 150 m down-dip and remains open in
multiple directions. As historical drilling targeted niobium and did not consistently assay for fluorine,
management considers the zone to represent material fluorspar upside and intends to undertake a follow-
up drill program to target expansion and delineation.
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These results are based on previously reported data referenced in the Company's 2018 NI 43-101
Technical Report. No mineral resource or reserve is currently estimated for the Flux Fluorite Zone, and
the Company cautions that the results are exploration-stage and do not yet demonstrate economic
viability.
Figure 2. Plan view of Ashram REE & Fluorspar Deposit, the nearby niobium
Mallard Prospect and Flux Fluorite Zone
Figure 3. Select cross-section (15 m cross-
section slice width) highlighting historical fluorspar drill intercepts within the
Mallard Prospect area.
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SELECTED ANNUAL INFORMATION
The following is a summary of the financial data of the Company for the last completed fiscal year ends
and are derived from the audited annual consolidated financial statements of the Company:
Eight months
ended 30 June,
2026
Year ended
31 October,
2025
Year ended
31 October,
2024
Restated
$ $ $
Total Revenues Nil Nil Nil
Net loss after tax (2,772,620) (6,556,423) (31,836,582)
Other comprehensive loss1
(4,099,326) (76,093) (2,874,123)
Total comprehensive loss (6,871,946) (6,632,516) (34,710,705)
Loss after tax (per share, basic and diluted) (1.44) (5.96) (34.36)
Total assets 64,315,218 73,811,172 59,930,597
Total long-term financial liabilities Nil 17,647 62,058
Cash dividend declared per share Nil Nil Nil
1
Other comprehensive loss consists of the foreign currency translation.
The Company has recorded losses in each of its three most recently completed fiscal years and expects to
continue to record losses until such time as an economic resource is identified, developed, and brought
into profitable commercial operation on one or more of the Company’s properties or otherwise disposed
of at a profit.
The losses for the eight-months ended 30 June, 2026 and the year ended 31 October, 2025, were lower
than the year ended October 31, 2024, because of the loss on sale of Blue River Property of $31,636,648
($Nil in 2025).
The expenses for the eight months ended 30 June 2026 were lower compared to the expenses for the
year ended 31 October as there were less corporate expenses due to the acquisition transaction in 2025,
but the foreign currency translation adjustment was higher, therefore the losses were comparable.
DESCRIPTION
AS AT
30 JUNE 2026
AS AT
31 OCTOBER 2025
$ $
Cash and cash equivalents 4,391,344 10,165,403
Total assets 64,315,218 73,811,172
Total liabilities 1,009,126 4,683,814
The variations in total assets and cash and cash equivalents are mostly related to normal activities of the
Company during the period that are mainly expensed as related to the merger with Commerce, and the
payment of outstanding payables due and payable as at 31 October 2025. As at 30 June 2026, prepayments
and other receivables decreased compared to 31 October 2025 further reducing the total assets figure.
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EIGHT MONTHS ENDED 30 JUNE 2026 AND YEAR ENDED 31 OCTOBER 2025
DESCRIPTION
EIGHT MONTHS ENDED
30 JUNE 2026
YEAR ENDED
31 OCTOBER 2025
$ $
Loss after tax 2,772,620 6,556,423
Basic and diluted loss per share 1.44 5.96
During the eight months ended 30 June 2026, the significant variations included in loss after tax were the
following:
EIGHT MONTHS ENDED
30 JUNE 2026
YEAR ENDED
31 OCTOBER 2025
$ $
Employee benefits expense (i) 479,257 1,156,862
Corporate expenses (ii) 774,172 3,027,508
Share-based payment expense (iii) 1,050,680 583,256
(i) The employee benefits expense was higher for the period ended 31 October 2025 as is included a
severance payment and more employees.
(ii) The corporate expenses are higher for the period ended 31 October 2025 in relation to the merger
transaction between Mont Royal Limited and Commerce Resources.
(iii) The share-based payment expense is related to the vesting of PSU’s as there were no PSU’s in 2025.
SUMMARY OF QUARTERLY RESULTS
The following is a summary of the results from the eight previously completed financial quarters:
June 30,
2026 (AUD) 1
April 30,
2026 (AUD)
January 31,
2026 (AUD)
October 31,
2025 (AUD)2
Revenues Nil Nil Nil Nil
Net income (loss) after tax (929,821) (796,576) (1,314,242) (2,931,371)
Basic and diluted net income (loss) after tax (per share) (0.35) (0.41) (0.68) (2.54)
July 31,
2025(CAD)
April 30,
2025(CAD)
January 31,
2025(CAD)
October 31,
2024(CAD)
Revenues Nil Nil Nil Nil
Net income (loss) after tax (1,164,219) (1,166,016) (984,784) 220,567
Basic and diluted net income (loss) after tax (per share) (0.01) (0.01) (0.00) 0.00
Please note all quarterly information stated throughout the management discussion & analysis in
unaudited information.
1
This period represents two months, rather than a financial quarter due to the change in year-end from 31 October
to 30 June.
2
This was the first quarter following the change in currency from CAD to AUD. Refer to Change in presentation
currency note on p1 for further details.
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Over the course of the Company’s previously completed eight quarters, the Company’s net loss after tax
has remained at a consistent level, with the exception of the share-based payments expense recorded
during the quarters ended January 31, 2026, April 30, 2025 and July 31, 2025, the impairment of the Blue
River Property during the quarter ended July 31, 2024, and the flow-through premium recovery during
the quarter ended October 31, 2024. Refer to the corporate update section above for the fourth quarter
analysis.
LIQUIDITY AND CAPITAL RESOURCES
As at 30 June 2026, the Company has total assets of $64,315,218 (October 31, 2025: $73,811,172). The
primary assets of the Company are exploration and evaluation assets of $56,995,474 (October 31, 2025:
$59,378,995), prepaid expenses of $479,723 (October 31, 2025: $510,714) and cash of $4,391,344
(October 31, 2025: $10,165,403). The Company has a working capital of $6,201,847 (October 31, 2025:
$9,626,153) as at 30 June 2026.
The Company’s property is in the exploration stage only. Development of the property will only follow
upon obtaining satisfactory results. Exploration and development of natural resources involve a high
degree of risk and few properties which are explored are ultimately developed into producing properties.
There is no assurance that the Company’s exploration and development activities will result in any
discoveries of mineral deposits amenable to commercial development. The long-term profitability of the
Company’s operations will be in part directly related to the cost and success of its exploration programs,
which may be affected by a number of factors.
Proceeds are raised for the specific purpose of advancing the Company’s exploration properties and for
general working capital purposes. The Company believes it will be able to raise the capital required to
continue to develop these properties. The Company does not have any specific work commitments or
property payments, all work on the property is determined by how to best spend the funds raised, taking
into consideration the Company’s working capital requirements. The Company has maintained
reasonable general and administrative expenditures, with advertising and promotion of the property
dependent on the capital available to cover such expenditures.
CASH FLOWS PROVIDED BY (USED IN)
EIGHT MONTHS ENDED
30 JUNE 2026
YEAR ENDED
31 OCTOBER 2025
$ $
Operating activities (4,632,054) (2,005,856)
Investment activities (1,012,920) (2,394,570)
Financing activities (124,213) 11,851,996
Change in cash and cash equivalents (5,769,187) 7,451,570
Cash Used in Operating Activities: Cash was mostly spent on general operating expenses, outstanding
payables, and prepaid expenses related to advances for the Company’s field work program and adjusted
for items not involving cash.
Cash Used in Investing Activities: Total cash used in investing activities during the period relates to the
exploration and development of its mineral properties, which was lower in 2026 due to the closing of the
transaction with Commerce closed in October.
Cash From Financing Activities: Total cash from financing activities during the period was lower in 2026
noting the transaction with Commerce and raising of capital was completed in 2025, whilst there was
minimal financing activities in 2026.
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TRANSACTIONS WITH RELATED PARTIES
The Company’s related parties include key management personnel (KMP) and entities over which they have
control or significant influence as described below.
KMP COMPENSATION
The aggregate compensation made to directors and other members of key management personnel of the
consolidated entity is set out below:
Consolidated
Eight months ended
30 June 2026
Year ended
31 October 2025
Short-term employee benefits 499,215 681,473
Post-employment benefits 55,000 21,569
Share-based payments 851,588 441,873
1,405,803 1,144,915
TRANSACTIONS WITH RELATED PARTIES
The following transactions occurred with related parties:
Consolidated
Eight months
ended 30 June
2026
Year
ended 31 October
2025
$ $
PAYMENT FOR GOODS AND SERVICES:
Payment for advisory fees and office rental charges to Churchill
Strategic Investments, a related party of Jeremy Robinson and
Cameron Henry
100,650 163,921
RECEIVABLE FROM AND PAYABLE TO RELATED PARTIES
The following balances are outstanding at the reporting date in relation to transactions with related parties:
Consolidated
30 June 2026 31 Oct 2025
$ $
Current receivables:
Funds owed in relation to exercise of options on 30 October 2025 from Churchill
Strategic Investments, a related party of Jeremy Robinson and Cameron Henry - 434,901
Current payables:
Payment for finders fees, advisory fees and office rental charges to Churchill Strategic
Investments, a related party of Jeremy Robinson and Cameron Henry
4,950 52,260
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LOANS TO/FROM RELATED PARTIES
There were no loans to or from related parties at the current and previous reporting date.
TERMS AND CONDITIONS
All transactions were made on normal commercial terms and conditions and at market rates.
NEW ACCOUNTING STANDARDS AND INTERPRETATIONS NOT
YET MANDATORY OR EARLY ADOPTED
Australian Accounting Standards and Interpretations that have recently been issued or amended but are
not yet mandatory, have not been early adopted by the consolidated entity for the annual reporting
period ended 30 June 2026.
The Group's assessment of the impact of these new or amended Accounting Standards and
Interpretations, most relevant to the Group, are set out below.
AASB 18 PRESENTATION AND DISCLOSURE IN FINANCIAL STATEMENTS
This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early
adoption is permitted. The standard replaces IAS 1 'Presentation of Financial Statements', with many of
the original disclosure requirements retained and there will be no impact on the recognition and
measurement of items in the financial statements. But the standard will affect presentation and disclosure
in the financial statements, including introducing five categories in the statement of profit or loss and
other comprehensive income: operating, investing, financing, income taxes and discontinued operations.
The standard introduces two mandatory sub-totals in the statement: 'Operating profit' and 'Profit before
financing and income taxes'. There are also new disclosure requirements for 'management-defined
performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA')
or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation
and disaggregation), including whether to present this information in the primary financial statements or
in the notes. The Group will adopt this standard from 1 July 2027 and it is expected that there will be a
significant change to the layout of the statement of profit or loss and other comprehensive income.
CRITICAL ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The preparation of the financial statements requires management to make judgements, estimates and
assumptions that affect the reported amounts in the financial statements. Management continually
evaluates its judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and
expenses. Management bases its judgements, estimates and assumptions on historical experience and on
other various factors, including expectations of future events, management believes to be reasonable
under the circumstances. The resulting accounting judgements and estimates will seldom equal the
related actual results. The judgements, estimates and assumptions that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities (refer to the respective notes)
within the next financial year are discussed below.
SHARE-BASED PAYMENT TRANSACTIONS
The consolidated entity measures the cost of equity-settled transactions with employees by reference to
the fair value of the equity instruments at the date at which they are granted. The fair value is determined
by using either the Binomial or Black-Scholes model taking into account the terms and conditions upon
which the instruments were granted. The accounting estimates and assumptions relating to equity-settled
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share-based payments would have no impact on the carrying amounts of assets and liabilities within the
next annual reporting period but may impact profit or loss and equity. This estimate also requires
determination of the most appropriate inputs to the valuation model including the expected life of the
share option, volatility and dividend yield and making assumptions about them.
EXPLORATION AND EVALUATION COSTS
Exploration and evaluation costs have been capitalised on the basis that the consolidated entity has the
right to tenure over the area of interest and activities are not at a stage where assessment of the existence
of economically recoverable resources can be determined which active operations ongoing or it will
commence commercial production in the future, from which time the costs will be amortised in
proportion to the depletion of the mineral resources. Key judgements are applied in considering costs to
be capitalised which includes determining expenditures directly related to these activities and allocating
overheads between those that are expensed and capitalised. In addition, costs are only capitalised that
are expected to be recovered either through successful development or sale of the relevant mining
interest. Factors that could impact the future commercial production at the mine include the level of
reserves and resources, future technology changes, which could impact the cost of mining, future legal
changes and changes in commodity prices. To the extent that capitalised costs are determined not to be
recoverable in the future, they will be written off in the period in which this determination is made.
INVESTMENT IN CAPACITOR METALS CORP.
The accounting for investments in other companies can vary depending on the degree of control and
influence over those other companies. Management has used its judgment to determine which
companies are controlled and require consolidation and those which are significantly influenced and
require equity accounting. Management has determined that the Company did have significant influence
over Capacitor Metals Corp. Accordingly, the investment in Capacitor Metals Corp. was accounted for as
an investment in associate.
VALUATION OF THE REFUNDABLE DUTIES CREDIT FOR LOSSES AND THE REFUNDABLE TAX CREDIT FOR RESOURCES
The refundable mining duties credit and the refundable tax credit for resources for the current and prior
periods are measured at the amount expected to be recovered from the taxation authorities using the tax
rates and tax laws that have been enacted or substantively enacted at the statement of financial position
date. Uncertainties exist with respect to the interpretation of tax regulations, including the mining duties
credit and the tax credit for resources for which certain expenditures could be disallowed by the taxation
authorities in the calculation of credits, and the amount and timing of their collection. The calculation of
the Company’s mining duties credit and tax credit for resources necessarily involves a degree of
estimation and judgement in respect of certain items whose tax treatment cannot be finally determined
until a notice of assessments and payments has been received from the relevant taxation authority.
Differences arising between the actual results following the final resolution of some pending items. The
amounts recognized in the financial statements are derived from the Company’s best estimation and
judgement as described above. However, the inherent uncertainty regarding the outcome of these items
means that eventual resolution could differ from the accounting estimates and therefore impact the
Company’s financial position and its financial performance and cash flows.
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OFF BALANCE SHEET ARRANGEMENTS
There are no off-balance sheet arrangements to which the Company is committed.
FINANCIAL INSTRUMENTS
All financial instruments are required to be measured at fair value on initial recognition. The fair value is
based on quoted market prices, unless the financial instruments are not traded in an active market. In this
case, the fair value is determined by using valuation techniques like discounted cash flows, the Black-
Scholes option pricing model or other valuation techniques. Measurement in subsequent periods depends
on the classification of the financial instrument. A description of financial instruments and their fair value
is included in the notes to the audited consolidated financial statements for the period ended 30 June
2026 filed-on SEDAR+ at www.sedarplus.ca.
CONTINGENT LIABILITIES AND COMMITMENTS
The Northern Lights Project is subject to various royalty obligations pursuant to the Mineral Rights
Acquisition Agreement for blocks that comprise the Northern Lights Project. Of the 845 exploration titles
currently held by the Company, 537 exploration titles are subject to a net smelter return royalty.
Specifically:
(i) Alta Royalties and Focus No 1 Royalty: 32 exploration titles are subject to a 2% net smelter return
royalty held by Resources Minière Alta Inc. (Alta) and a 0.5% net smelter return royalty held by Focus
Graphite Inc. (Focus); and
(ii) Focus No 2 Royalty: 505 exploration titles are subject to a 2.5% net smelter return royalty held by
Focus.
The Eldor Property is subject to royalty obligations over eight mineral claims. Those eight mineral claims,
as acquired by Commerce from Virginia, are subject to a 1% net smelter return royalty to Virginia. In
addition to the Vir
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