Transaction Update - Commerce Interim Funding Complete
Released
Released
Announcement PDF
ASX ANNOUNCEMENT – 14 May 2025
ASX: MRZ
TRANSACTION UPDATE
COMMERCE RESOURCES INC. INTERIM FUNDING COMPLETE
Mont Royal Resources Limited (“Mont Royal”) (ASX: MRZ) is pleased to announce that further to its ASX
announcement of the planned merger with Commerce Resources Corp. (“Commerce”) (TSXV: CCE, FSE: D7H0)
on 10 April 2025 (“Proposed Transaction”) , Commerce has advised it has now completed its non-brokered
private placement of secured convertible notes (“Convertible Notes”) to raise gross proceeds of C$2,150,000
(“Convertible Note Financing”).
Commerce has agreed to pay Alpha Node Capital Pty Ltd. (the "Finder") a cash finder's fee in the amount of
C$66,000, representing 6% of C$1.1 million introduced by the Finder in the Convertible Note Financing.
Commerce has also agreed to issue to the Finder 1,100,000 finder warrants (the "Finder Warrants"). Each
Finder Warrant is exercisable to acquire one Commerce common share with a three (3) year term, at an
exercise price of C$0.075 per common share and is subject to a customary hold period expiring four (4)
months plus one (1) day following the closing of the Convertible Note Financing.
For more information relating to the Convertible Note Financing by Commerce, please refer to Mont Royal’s
ASX announcement, ‘’Mont Royal to Merge with Commerce Resources”, dated 10 April 2025 and
Commerce’s website (www.commerceresources.com) for its press release dated 13th May 2025.
Since announcing the Proposed Transaction, Mont Royal has made progress to the documentation required
for the Proposed Transaction, including a notice of extraordinary general meeting seeking Mont Royal
shareholder approval of the enabling resolutions for the Proposed Transaction and the prospectus to be
lodged with ASIC and ASX for the proposed A$8-10 million (before costs) capital raising, to enable the merged
group to advance its projects and re-comply with Chapters 1 and 2 of the ASX Listing Rules as part of Mont
Royal’s re-admission to the official list of quotation on the ASX.
Mont Royal’s objective is to complete the Proposed Transaction during calendar year Q3 of 2025 and will
continue to provide further updates as matters progress. Mont Royal and Commerce propose to amend and
restate the underlying arrangement agreement between Mont Royal and Commerce to reflect the issuance of
Finder Warrants and the revised timetable in due course.
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
Mont Royal Resources
Ltd
3450-3956-6905v1
ACN: 625 237 658
Level 8, 2 Bligh Street
Sydney NSW 2000
E: info@montroyalres.com
www.montroyalres.com
ASX: MRZ
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 Company’s website www.montroyalres.com
@MontRoyalRes
Linkedin.com/Company/mont-royal-resources
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ASX ANNOUNCEMENT – 14 May 2025
ASX: MRZ
Important Notices & Disclaimers
Forward Looking Statements
This announcement contains certain “forward looking statements” within the meaning of Australian securities laws and
“forward looking information” within the meaning of Canadian securities laws (collectively referred to as “forward looking
statements”). All statements, other than statements of historical fact, that address circumstances, events, activities or
developments that could, or may or will occur are forward looking statements. Forward looking statements involve
subjective judgment and analysis and are subject to significant uncertainties, risks and contingencies including those risk
factors associated with the mining industry, many of which are outside the control of, change without notice, and may be
unknown to Mont Royal or Commerce. These risks and uncertainties include but are not limited to liabilities inherent in
mine development and production, geological, mining and processing technical problems, the inability to obtain any
additional mine licences, permits and other regulatory approvals required in connection with mining and third party
processing operations, competition for amongst other things, capital, acquisition of reserves, undeveloped lands and
skilled personnel, incorrect assessments of the value of acquisitions, changes in commodity prices and exchange rates,
currency and interest fluctuations, various events which could disrupt operations and/or the transportation of mineral
products, including labour stoppages and severe weather conditions, the demand for and availability of transportation
services, the ability to secure adequate financing and management’s ability to anticipate and manage the foregoing
factors and risks.
Forward looking statements in this announcement include, but are not limited to, statements regarding: the expected
timetable, the prospects and outcomes of Mont Royal’s and Commerce’s assets; the ability of Mont Royal and Commerce
to complete the Transaction on the terms described herein, the Mont Royal announcement on 10 April 2025 or at all; and
the ability to obtain the requisite regulatory, stock exchange, court and shareholder approvals for the Transaction.
Forward looking statements can generally be identified by the use of forward looking words such as “anticipate”,
“expect”, “likely”, “propose”, “will”, “intend”, “should”, “could”, “may”, “believe”, “forecast”, “estimate”, “target”,
“outlook”, “guidance” (including negative or grammatical variations) and other similar expressions. No representation,
warranty, guarantee or assurance, express or implied, is given or made in relation to any forward looking statement. In
particular no representation, warranty or assumption, express or implied, is given in relation to any underlying assumption
or that any forward looking statement will be achieved. There can be no assurance that the forward looking statements
will prove to be accurate. Actual and future events may vary materially from the forward looking statements and the
assumptions on which the forward looking statements were based, because events and actual circumstances frequently
do not occur as forecast and future results are subject to known and unknown risks such as changes in market conditions
and regulations.
Given these uncertainties, readers are cautioned not to place undue reliance on such forward looking statements, and
should rely on their own independent enquiries, investigations and advice regarding information contained in this
announcement. Any reliance by a reader on the information contained in this announcement is wholly at the reader’s
own risk.
To the maximum extent permitted by law or any relevant listing rules of the ASX/TSX-V , Mont Royal and Commerce and
their respective related bodies corporate and affiliates and their respective directors, officers, employees, advisors, agents
and intermediaries disclaim any obligation or undertaking to disseminate any updates or revisions to the information in
this announcement to reflect any change in expectations in relation to any forward looking statements or any such change
in events, conditions or circumstances on which any such statements were based. Nothing in this announcement will,
under any circumstances (including by reason of this announcement remaining available and not being superseded or
replaced by any other announcement or publication with respect to Mont Royal, Commerce or the subject matter of this
announcement), create an implication that there has been no change in the affairs of Mont Royal or Commerce since the
date of this announcement.
Mont Royal Resources
Ltd
3450-3956-6905v1
ACN: 625 237 658
Level 8, 2 Bligh Street
Sydney NSW 2000
E: info@montroyalres.com
www.montroyalres.com
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