Announcement PDF ASX ANNOUNCEMENT – 18 August 2025 ASX: MRZ INTERIM FINANCIAL REPORT 31 March 2025 Mont Royal Resources Ltd (“Mont Royal” or “the Company”) (ASX: MRZ) advises that it has prepared an Interim Financial Report for the three and nine months ended 31 March 2025. The purpose of this report is to satisfy TSXV listing obligations as part of the planned merger with Commerce Resources Corp. (TSXV: CCE, FSE: D7H0, OTCQX: CMRZF). For and on behalf of the Board ENDS. Shaun Menezes | Company Secretary For Further Information: Nicholas Read Peter Ruse Investor and Media Relations Executive Director +61 419 929 046 info@montroyalres.com 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 536km2 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). For further information regarding Mont Royal Resources Limited, please visit the ASX platform (ASX: MRZ) or the Mont Royal’s website www.montroyalres.com 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 info@commerceresources.com. Mont Royal Resources Ltd 3467-3395-5385v1 ACN: 625 237 658 visit the corporate website Level 8, 2 Bligh Street Sydney NSW 2000 at www.commerceresources.com or email E: info@montroyalres.com www.montroyalres.com MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES ACN: 625 237 658 Financial Report For the Three and Nine Months Ended 31 March 2025 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES CONTENTS Page Consolidated Statement of Profit or Loss and Other Comprehensive Income 1 Consolidated Statement of Financial Position 2 Consolidated Statement of Changes in Equity 3 Consolidated Statement of Cash Flows 4 Notes to the Consolidated Financial Statements 5 Directors' Declaration 9 Independent Auditor’s Review Report 10 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED 31 MARCH 2025 Note Interest income 3 Months Ended 31 March 31 March 2025 2024 $ $ 9 Months Ended 31 March 31 March 2025 2024 $ $ 7,382 5,522 29,423 22,105 Corporate expenses Share-based payments expense (440,968) (3,851) (196,853) - (980,694) (12,287) (653,513) (25,284) Loss before tax Income tax expense Loss for the period (437,437) (437,437) (191,331) (191,331) (963,558) (963,558) (656,692) (656,692) (30,847) 209,398 103,437 (10,971) (468,284) 18,067 (860,121) (667,663) (437,503) 66 (437,437) (190,037) (1,294) (191,331) (958,196) (5,362) (963,558) (647,401) (9,291) (656,692) (465,872) (2,412) (468,284) 5,953 12,114 18,067 (862,922) 2,801 (860,121) (655,562) (12,101) (667,663) Cents (0.51) Cents (0.22) Cents (1.13) Cents (0.80) Other comprehensive income/(loss) Items which may be re-classified to profit or loss Exchange differences on translation of foreign operations Total comprehensive income/(loss) for the period attributable to the members Income/(Loss) for the period attributable to: Members of the parent entity Non-controlling interests Total comprehensive income/(loss) for the period attributable to: Members of the parent entity Non-controlling interests Basic and diluted loss per share (cents per share) 2 The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes. 1 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 MARCH 2025 Note 31 March 2025 $ 30 June 2024 $ ASSETS CURRENT ASSETS Cash and cash equivalents Trade and other receivables Prepayments TOTAL CURRENT ASSETS 3 4 1,254,462 383,532 52,227 1,690,221 2,079,224 752,112 36,579 2,867,915 NON-CURRENT ASSETS Exploration and evaluation expenditure TOTAL NON-CURRENT ASSETS 5 6,290,385 6,290,385 5,787,146 5,787,146 7,980,606 8,655,061 LIABILITIES CURRENT LIABILITIES Trade and other payables TOTAL CURRENT LIABILITIES 255,343 255,343 81,964 81,964 TOTAL LIABILITIES 255,343 81,964 7,725,263 8,573,097 13,562,268 2,490,550 (8,864,721) 7,188,097 537,166 7,725,263 13,562,268 2,382,989 (7,906,525) 8,038,732 534,365 8,573,097 TOTAL ASSETS NET ASSETS EQUITY Issued capital Reserves Accumulated losses Total parent entity interest Non-controlling interest TOTAL EQUITY 6 7 The above consolidated statement of financial position should be read in conjunction with the accompanying notes. 2 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE NINE MONTHS ENDED 31 MARCH 2025 Note Consolidated Group Balance at 1 July 2024 Loss for the period Other comprehensive income Total comprehensive income/(loss) for the period Equity transactions: Share-based payments Balance at 31 March 2025 Balance at 1 July 2023 Loss for the period Other comprehensive loss Total comprehensive loss for the period Equity transactions: Issue of shares Capital raising costs Share-based payments Balance at 31 March 2024 6 6 Issued Capital $ Reserves $ Accumulated Losses $ Total $ Non-controlling interest $ Total $ 13,562,268 - 2,382,989 95,274 95,274 (7,906,525) (958,196) (958,196) 8,038,732 (958,196) 95,274 (862,922) 534,365 (5,362) 8,163 2,801 8,573,097 (963,558) 103,437 (860,121) 13,562,268 12,287 2,490,550 (8,864,721) 12,287 7,188,097 537,166 12,287 7,725,263 11,361,378 - 2,353,393 (8,161) (8,161) (5,322,565) (647,401) (647,401) 8,392,206 (647,401) (8,161) (655,562) 598,980 (9,291) (2,810) (12,101) 8,991,186 (656,692) (10,971) (667,663) 2,655,744 (454,854) 13,562,268 318,676 2,663,908 (5,969,966) 2,655,744 (454,854) 318,676 10,256,210 586,879 2,655,744 (454,854) 318,676 10,843,089 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes. 3 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED 31 MARCH 2025 3 Months Ended 9 Months Ended 31 March 2025 31 March 2024 31 March 2025 31 March 2024 $ $ $ $ CASH FLOWS FROM OPERATING ACTIVITIES Interest received Payments to suppliers and employees Net cash used in operating activities 7,382 (383,473) (376,091) 5,522 (196,500) (190,978) 29,423 (776,322) (746,899) 22,105 (646,012) (623,907) CASH FLOWS FROM INVESTING ACTIVITIES Government grants and tax incentives Payments for exploration and evaluation Net cash from/(used in) investing activities 14,504 (135,906) (121,402) (208,563) (208,563) 595,186 (673,049) (77,863) 17,059 (2,212,370) (2,195,311) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of shares Payments for share issue costs Net cash from financing activities - - - 2,209,963 (161,462) 2,048,501 Net decrease in cash held (497,493) (399,541) (824,762) (770,717) Cash and cash equivalents at the beginning of the period 1,751,955 1,888,782 2,079,224 2,259,958 1,254,462 1,489,241 1,254,462 1,489,241 Cash and cash equivalents at the end of the period The above consolidated statement of cash flows should be read in conjunction with the accompanying notes. 4 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (a) Basis of preparation The interim consolidated financial report is a general purpose financial report prepared in accordance with the requirements of Accounting Standard AASB 134: Interim Financial Reporting. Compliance with AASB 134 ensures that the financial report and notes also comply with IFRS Accounting Standard IAS 34: Interim Financial Reporting. It is recommended that this consolidated interim financial report be read in conjunction with the annual financial report for the year ended 30 June 2024 and any public announcements made by Mont Royal Resources Limited and its controlled entities during the nine month period ending 31 March 2025 in accordance with the continuous disclosure requirements arising under the Corporations Act 2001 and ASX Listing Rules. The interim consolidated financial report does not include full disclosures of the type normally included in annual financial reports. The interim consolidated financial report has been prepared on an accruals basis and is based on historical costs, cost is based on the fair value of the consideration given in exchange for assets. (b) Statement of compliance The interim financial statements were authorised for issue on 18 June 2025. The interim financial statements comply with Australian Accounting Standards, which include Australian equivalents to IFRS Accounting Standards, which ensures that the financial report, comprising the interim financial statements and notes thereto, complies with International IFRS Accounting Standards. (c) New accounting standards and interpretations The consolidated entity has adopted all of the new or amended Accounting Standards and Interpretations issued by the Australian Accounting Standards Board ('AASB') that are mandatory for the current reporting period. Any new or amended Accounting Standards or Interpretations that are not yet mandatory have not been early adopted. Standards and Interpretations applicable to 31 March 2025 In the period ended 31 March 2025, the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the current reporting period. As a result of this review, the Directors have determined that there is no material impact of the new and revised Standards and Interpretations on the Group and, therefore, no material change is necessary to Group accounting policies. Accounting standards and interpretations issued but not yet effective Certain Australian Accounting Standards and Interpretations have recently been issued or amended but are not yet effective and have not been adopted by the Group for the reporting period ended 31 March 2025. The Directors have not early adopted any of these new or amended standards or interpretations. The Directors have not yet fully assessed the impact of these new or amended standards (to the extent relevant to the Group) and interpretations. (d) Going concern The financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activities and the realisation of assets and settlement of liabilities in the normal course of business. As disclosed in the financial statements, the Group reported a net loss of $963,558 (March 2024: net loss $656,692) and net operating cash outflows of $746,899 (March 2024: outflow $623,907). As at 31 March 2025, the Group had a cash and cash equivalents balance of $1,254,462 (30 June 2024: $2,079,224). The ability of the Group to maintain continuity of normal business activities and to pay its debts as and when they fall due is dependent on its ability to successfully raise additional capital and/or successful exploration and subsequent exploitation of areas of interest through sale or development. These circumstances give rise to the existence of a material uncertainty that may cast significant doubt on the Group’s ability to continue as a going concern. Management have prepared a cash flow forecast for the period ending 12 months from the date of this report. Based on the forecast, the directors believe that the going concern basis of preparation is appropriate due to the following reasons: there is sufficient cash available at balance date for the Group to continue operating; the Directors do not consider there are any valid reasons as to why future capital funding will not be available and remain confident that sufficient funding will be obtained when required; and the Directors can reduce expenditure to manage cash reserves if required. 5 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF MATERIAL ACCOUNTING POLICIES (continued) (d) Going concern (continued) Should the Group be unable to raise capital or reduce its expenditure, it may be required to realise its assets and extinguish its liabilities other than in the ordinary course of business, and at amounts that differ from those stated in the financial report. This financial report does not include any adjustments relating to the recoverability and classification of recorded asset amounts or classification of liabilities and appropriate disclosures that may be necessary should the Group be unable to continue as a going concern. The Company is in the process of undertaking a merger Commerce Resources Inc and undertaking a capital raising of between $8m and $10m as part of the merger process which is expected to complete in Quarter 3 of Calendar 2025. 2. LOSS PER SHARE The following reflects the income and data used in the calculations of basic and diluted earnings/(loss) per share: Loss per share (cents) Loss used in calculating basic and diluted loss per share Weighted average number of ordinary shares used in calculating basic loss per share: 3 Months Ended 31 March 31 March 2025 2024 $ $ (0.51) (0.22) 9 Months Ended 31 March 31 March 2025 2024 (1.13) (0.80) (437,503) (190,037) (958,196) (647,401) # shares 85,029,793 # shares 85,029,793 # shares 85,029,793 # shares 81,311,494 3. CASH AND CASH EQUIVALENTS Cash at bank and on hand 31 March 2025 $ 30 June 2024 $ 1,254,462 2,079,224 31 March 2025 $ 30 June 2024 $ 4. OTHER RECEIVABLES Tax credit and mining rights receivable GST/QST receivable Other Total 330,008 52,286 1,238 383,532 649,142 101,732 1,238 752,112 6 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 5. EXPLORATION AND EVALUATION EXPENDITURE 31 March 2025 $ Balance at the beginning of the period Exploration and evaluation expenditure incurred during the period Canadian exploration tax credit offset during the period Exploration expenditure impaired (i) Foreign currency translation movement Balance at the end of the period 5,787,146 663,583 (294,727) 134,383 6,290,385 30 June 2024 $ 6,076,557 2,552,125 (642,532) (1,845,335) (353,669) 5,787,146 (i) In response to the challenging market conditions in the lithium and battery metals sector that have impacted all junior exploration companies since the start of 2024, the Board of Mont Royal paused exploration expenditure at the Wapatik Project in April and will re-evaluate future exploration programs throughout CY 2024 and has therefore impaired the carrying value of exploration expenditure capitalised up to 30 June 2024. The value of the exploration tenements carried forward is dependent upon: (a) The continuance of the Consolidated Entity’s rights to tenure of the area of interest; (b) The results of future exploration; and (c) The recoupment of costs through successful development and exploitation of the areas of interest or alternatively by their sale. 6. ISSUED CAPITAL (a) Issued Capital Fully paid ordinary shares 31 March 2025 $ 13,562,268 30 June 2024 $ 13,562,268 (b) Movement in ordinary share capital of the Company: Date Details 1/7/2023 15/8/2023 Balance at beginning of period Placement Cost of capital raising Acquisition instalment payment for Focus Graphite Balance at end of period Balance at end of period 4/12/2023 30/6/2024 31/3/2025 No. of shares 68,482,668 13,812,267 $ 2,734,858 85,029,793 85,029,793 11,361,378 2,209,963 (454,854) 445,781 13,562,268 13,562,268 31 March 2025 $ 2,553,660 (63,110) 30 June 2024 $ 2,541,373 (158,384) 7. RESERVES (a) Share based payments and foreign currency translation reserve Share based payments reserve Foreign currency translation reserve (b) Nature and purpose of reserves Share based payments reserve The share based payments reserve is the value of equity benefits provided to directors, employees and consultants by the Company as part of their remuneration. Foreign currency translation reserve The foreign currency translation reserve records exchange differences arising on translation of foreign subsidiary accounts. 7 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 8. CONTINGENT LIABILITIES AND CONTINGENT ASSETS As at 31 March 2025 there were no contingent liabilities or contingent assets. 9. FINANCIAL RISK MANAGEMENT The Group’s financial instruments consist mainly of deposits with banks, short-term investments and payables. The carrying amounts of the current receivables, current payables and other liabilities are considered to be a reasonable approximation of their fair value. 10. INVESTMENT IN SUBSIDIARY Interests are held in the following subsidiary companies: Name Mont Royal Exploration Australia Pty Ltd Mont Royal Resources Canada Inc Mont Royal Resources Quebec Inc Northern Lights Minerals Pty Ltd 1256137 BC Ltd Principal Activity Country of Incorporation Mineral Exploration Mineral Exploration Mineral Exploration Mineral Exploration Mineral Exploration Australia Canada Canada Australia Canada Ownership Interest 31 March 2025 100% 100% 100% 75% 75% 30 June 2024 100% 100% 100% 75% 75% 12. EVENTS AFTER THE REPORTING PERIOD There have been no events subsequent to the financial period end that will affect the results as disclosed in this report. 8 MONT ROYAL RESOURCES LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION In accordance with a resolution of the directors of Mont Royal Resources Limited, the directors of the Company declare that: 1. In the opinion of the directors: (a) the interim financial statements and notes of the Consolidated Group: (i) give a true and fair view of the Consolidated Group’s financial position as at 31 March 2025 and of their performance for the three and nine month periods ended on that date; and (ii) complying with Australian Accounting Standard AASB 134 Interim Financial Report; (b) there are reasonable grounds to believe that the Company and the consolidated group will be able to pay its debts as and when they become due and payable. Signed in accordance with a resolution of the board of directors Peter Ruse Executive Director 18 June 2025 9 Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia INDEPENDENT AUDITOR’S REVIEW REPORT To the members of Mont Royal Resources Limited Report on the Interim Financial Report Conclusion We have reviewed the interim financial report of Mont Royal Resources Limited (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 31 March 2025, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the 3 and 9 month periods then ended, material accounting policy information and other explanatory information, and the directors’ declaration. Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the interim financial report of the Group does not present fairly, in all material aspects, the Group’s financial position as at 31 March 2025 and of its financial performance and cash flows for the 3 and 9 month periods ended on that date, in accordance with Accounting Standard AASB 134 Interim Financial Reporting. Basis for conclusion We conducted our review in accordance with ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity. Our responsibilities are further described in the Auditor’s Responsibilities for the Review of the Financial Report section of our report. We are independent of the Entity in accordance with the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to the audit of the annual financial report in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. Material uncertainty relating to going concern We draw attention to Note 1 (d) in the interim financial report which describes the events and/or conditions which give rise to the existence of a material uncertainty that may cast significant doubt about the Group’s ability to continue as a going concern and therefore the Group may be unable to realise its assets and discharge its liabilities in the normal course of business. Our conclusion is not modified in respect of this matter. Directors’ responsibility for the Interim Financial Report The directors of the company are responsible for the preparation of the interim financial report that gives a true and fair view in accordance with Australian Accounting Standards and for such internal control as the directors determine is necessary to enable the preparation of the interim financial report that is free from material misstatement, whether due to fraud or error. BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of A.C.N. 050 110 275 Ltd ABN 77 050 110 275, an Australian company limited by guarantee. BDO Audit Pty Ltd and A.C.N. 050 110 275 Ltd are members of BDO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation Auditor’s responsibility Our responsibility is to express a conclusion on the interim financial report based on our review. We conducted our review in accordance with Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity, in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the interim financial report of the Group does not present fairly, in all material aspects, the Group’s financial position as at 31 March 2025 and of its financial performance and cash flows for the 3 and 9 month periods ended on that date, in accordance with Accounting Standard AASB 134 Interim Financial Reporting. As the auditor of the Group, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report. A review of an interim financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. BDO Audit Pty Ltd Jackson Wheeler Director Perth, 18 June 2025