Notice of General Meeting/Proxy Form
Released
Released
Announcement PDF
Mont Royal Resources Limited
ACN 625 237 658
Notice of General Meeting
A General Meeting of the Company will be held as follows:
Time and date:
11am (AWST) on Friday, 10 October 2025
In-person:
Level 1, 1 Alvan Street, Subiaco, WA 6008
The Notice of General Meeting should be read in its entirety.
If Shareholders are in doubt as to how to vote, they should seek advice from their suitably
qualified professional advisor prior to voting.
Should you wish to discuss any matter, please do not hesitate to contact the
Company on (02) 8651 7800 (within Australia) or on +61 2 8651 7800 (if outside of
Australia)
Shareholders are urged to attend or vote by lodging the Proxy Form made available
with the Notice
Chairman’s Letter
Dear Shareholders
Mont Royal Resources Limited (ASX:MRZ) (Company) advises that its General Meeting of
Shareholders will be held in-person at 11am (AWST) on Friday, 10 October 2025 at the offices of
Churchill Strategic Investments Group Pty Ltd, located at Level 1, 1 Alvan Street, Subiaco, WA 6008.
On 10 April 2024, the Company announced that it had entered into the arrangement agreement
(Arrangement Agreement) with Commerce Resources Corporation (Commerce), as amended on 29
July 2025 by way of amending agreement (Amending Agreement) between the Company and
Commerce, to acquire 100% of the issued and outstanding Commerce Shares in the capital of
Commerce on the basis of 2.3271 new MRZ Shares for every 1 Commerce Share (on a preConsolidation basis) by way of a Canadian plan of arrangement together with the cancellation of existing
Commerce Options, Commerce Warrants and Commerce Performance Rights and the automatic
conversion of the Convertible Notes into Conversion Shares (Acquisition). Commerce is a Canadian
domiciled Company with a focus on rare earth elements (REE) exploration and development, that holds
a 100% interest in the Ashram Project in Quebec, Canada.
The Acquisition constitutes a significant change to the nature and scale of the Company’s activities and,
as such, the Company is required to re-comply with Chapters 1 and 2 of the Listing Rules, and to obtain
shareholder approval at the General Meeting. In connection with the Acquisition, the Company is
seeking to raise up to a maximum of $10,000,000 (before costs) via a public offer of up to 50,000,000
Shares at an issue price of A$0.20 per Share (on a post-Consolidation basis) (Public Offer) (the
Acquisition and the Public Offer are, together, the Transaction). For further information concerning the
Transaction please refer to Section 4 of this notice of meeting (Notice).
In order to give effect to that Arrangement Agreement, the Company puts forward this Notice of Meeting
so that Shareholders of the Company can vote on the various resolutions related to the Transaction.
The Transaction Resolutions are inter-conditional meaning that each of them will only take effect if all
of them are approved by the requisite majority of Shareholders’ votes at the General Meeting.
The Board has unanimously determined that the Transaction and the Consolidation are in the best
interests of the Company and Shareholders as a whole and unanimously recommends that
Shareholders vote FOR the Transaction Resolutions (acknowledging that some directors have a
personal interest in Resolution 15, Resolution 16 and Resolution 17 which the Board declines to make
recommendations on due to those personal interests) to approve the Transaction. All of the Directors
intend to vote their Shares in favour of the Transaction Resolutions and certain Shareholders of the
Company have entered into agreements with the Company to support the Transaction.
On behalf of the Board, we encourage you to read this Notice and take the time to consider and follow
the instructions on the enclosed forms of proxy so that your Shares can be voted at the Meeting in
accordance with your instructions.
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Subject to obtaining Canadian court approval and satisfying certain other conditions, including
Commerce Shareholder Approval, it is anticipated that the Acquisition will be completed on 21 October
2025, but no later than 29 May 2026, subject to an extension in accordance with the terms of the
Arrangement Agreement, unless otherwise agreed to between Commerce and the Company.
Yours sincerely
Gary Lawler
Chairman
Page 3
Mont Royal Resources Limited
ACN 625 237 658
(the Company)
Notice of General Meeting
Notice is hereby given that a general meeting, of Shareholders of Mont Royal Resources Limited
(Company), will be held at the offices of Churchill Strategic Investments Group Pty Ltd, located at Level
1, 1 Alvan Street, Subiaco, WA 6008, on Friday, 10 October 2025 at 11am (AWST) (Meeting).
The Company provides additional information on matters to be considered at the Meeting in an
explanatory memorandum attached to the Notice (Explanatory Memorandum). The Explanatory
Memorandum and the Proxy Form, form part of the Notice.
The Directors have determined pursuant to Regulation 7.11.37 of the Corporations Regulations 2001
(Cth) that the persons eligible to vote at the Meeting are those who are registered Shareholders at 5 pm
(AWST) on Wednesday, 8 October 2025.
Terms and abbreviations used in the Notice are defined in Schedule 1.
Agenda
1
Resolutions
Resolution 1 – Consolidation of capital
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with section 254H of the Corporations Act and for all other purposes, the issued
capital of the Company be consolidated on the terms and conditions in the Explanatory
Memorandum, on the basis that:
(a)
every 1 Share be consolidated into 0.2195 Shares; and
(b)
all Options be adjusted in accordance with Listing Rule 7.22,
and where this Consolidation results in a fraction of a Security being held, the Company be
authorised to round that fraction up to the nearest whole Security. The Consolidation is to take
effect on Consolidation Date.’
Page 4
Resolution 2 – Approval to change in nature and scale of activities
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 11.1.2 and for all other purposes, Shareholders approve the
significant change in the nature and scale of the Company’s activities resulting from the
Transaction, on the terms and conditions set out in the Explanatory Memorandum.’
Resolution 3 – Election of Director – Cameron Henry
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Article 6.2(c) of the Constitution and for all other purposes, Cameron Henry,
being eligible and having consented to act, be elected as a Director on and from Completion.’
Resolution 4 – Election of Director – Jeremy Robinson
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Article 6.2(c) of the Constitution and for all other purposes, Jeremy Robinson,
being eligible and having consented to act, be elected as a Director on and from Completion.’
Resolution 5 – Election of Director – Adam Ritchie
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Article 6.2(c) of the Constitution and for all other purposes, Adam Ritchie,
being eligible and having consented to act, be elected as a Director on and from Completion.’
Resolution 6 – Approval to issue Public Offer Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
up to 50,000,000 Public Offer Shares (on a post-Consolidation basis), on the terms and
conditions set out in the Explanatory Memorandum.’
Page 5
Resolution 7 – Participation in Public Offer by the Participating Director
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue
of up to 50,000 Public Offer Shares (on a post-Consolidation basis) to The Holthouse Family
Trust (or its nominee) on the terms and conditions in the Explanatory Memorandum.’
Resolution 8 – Approval to issue Consideration Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
up to 102,891,771 Consideration Shares (on a post-Consolidation basis) to Commerce
Shareholders (or their respective nominees), on the terms and conditions in the Explanatory
Memorandum.’
Resolution 9 – Approval of issue of Director Consideration Shares
To consider and, if thought fit, to pass with or without amendment, each as a separate
ordinary resolution, the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue
of up to 5,410,445 Director Consideration Shares (on a post-Consolidation basis) to the
Proposed Directors (or their respective nominees) as follows:
(a)
up to 4,848,557 Director Consideration Shares to Churchill Strategic Investments
Group Pty Ltd (an entity controlled by Cameron Henry and Jeremy Robinson);
(b)
up to 255,403 Director Consideration Shares to Adam Ritchie; and
(c)
up to 306,485 Director Consideration Shares to ALR Investments Pty Ltd,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 10 – Approval to issue Consideration Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
up to 70,269,274 Consideration Options (on a post-Consolidation basis) to the Commerce
Option Holders and Commerce Warrant Holders (or their respective nominees), on the terms
and conditions in the Explanatory Memorandum.’
Page 6
Resolution 11 – Approval of issue of Director Consideration Options
To consider and, if thought fit, to pass with or without amendment, each as an ordinary
resolution, the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue
of up to 11,343,728 Director Consideration Options (on a post-Consolidation basis) to the
parties (or their respective nominees) as follows:
(a)
up to 9,249,417 Director Consideration Options to Churchill Strategic Investments
Group Pty Ltd (entity controlled by Cameron Henry and Jeremy Robinson);
(b)
up to 510,807 Director Consideration Options to Jeremy Robinson;
(c)
up to 510,808 Director Consideration Options to Nicholas Holthouse;
(d)
up to 766,211 Director Consideration Options to Adam Ritchie; and
(e)
up to 306,485 Director Consideration Options to ALR Investments Pty Ltd, an entity
connected to Mr Peter Ruse,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 12 – Approval of issue of Director Replacement Performance
Rights
To consider and, if thought fit, to pass with or without amendment, each as an ordinary
resolution, the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue
of up to 7,662,114 Director Replacement Performance Rights (on a post-Consolidation basis)
as follows:
(a)
up to 4,597,268 Director Replacement Performance Rights to Nicholas Holthouse (or
his nominees);
(b)
up to 1,532,423 Director Replacement Performance Rights to Jeremy Robinson (or
his nominees); and
(c)
up to 1,532,423 Director Replacement Performance Rights to Adam Ritchie (or his
nominees),
on the terms and conditions in the Explanatory Memorandum.’
Page 7
Resolution 13 – Approval of issue of Conversion Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 7.1 and for all other purposes, Shareholders approve the issue of
the Conversion Shares to the Noteholders (or their respective nominees) on conversion of the
Commerce Convertible Notes at the Conversion Price (on a post-Consolidation basis), on the
terms and conditions in the Explanatory Memorandum.’
Resolution 14 – Approval of issue of Director Conversion Shares
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, pursuant to and in
accordance with Listing Rule 10.11 and for all other purposes, Shareholders approve the issue
of the Director Conversion Shares (on a post-Consolidation basis) to ALR Investments Pty Ltd,
on the terms and conditions in the Explanatory Memorandum.’
Resolution 15 – Approval of New Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, for the purposes of
Listing Rule 7.2, exception 13(b), the policies of the TSX Venture Exchange (TSX-V), and for
all other purposes, Shareholders approve the new omnibus equity incentive plan of the
Company known as the ‘Mont Royal Limited Omnibus Equity Incentive Plan’ (New Plan) and
the issue of (on a post-Consolidation basis):
(a)
for the purposes of the policies of the TSX-V, up to the maximum number of Shares
issuable under the New Plan pursuant to the settlement or exercise, as applicable, of
all Equity Securities under the New Plan, not exceeding 36,228,416 Shares; and
(b)
for the purposes of Listing Rule 7.2, exception 13(b), up to the maximum of
36,228,416 Equity Securities under the New Plan,
on the terms and conditions in the Explanatory Memorandum.’
Page 8
Resolution 16 – Approval of potential termination benefits under the New
Plan
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, for a period
commencing from the date this Resolution is passed and ending upon the expiry of all Equity
Securities issued or to be issued under the New Plan, approval be given for all purposes
including Part 2D.2 of the Corporations Act for the giving of benefits to any current or future
person holding a managerial or executive office of the Company or a related body corporate in
connection with that person ceasing to hold such office, on the terms and conditions in the
Explanatory Memorandum.’
Resolution 17 – Approval of issue of PSUs and Options under the New
Plan
To consider and, if thought fit, to pass with or without amendment, each as an ordinary
resolution, the following:
‘That, subject to each of the other Transaction Resolutions being passed, for the purposes of
sections 195(4) and 208 of the Corporations Act, Listing Rule 10.14, the policies of the TSX-V
and for all other purposes, Shareholders approve the issue of up to 4,597,268 PSUs and
1,532,423 Options (on a post-Consolidation basis) to existing and proposed Directors (or their
respective nominees) under the New Plan as follows:
(a)
up to 1,532,422 PSUs and 510,807 Options to Cameron Henry;
(b)
up to 1,532,423 PSUs and 510,808 Options to Ronald Beevor; and
(c)
up to 1,532,423 PSUs and 510,808 Options to Peter Ruse,
on the terms and conditions set out in the Explanatory Memorandum.’
Resolution 18 – Approval of issue of Broker Options
To consider and, if thought fit, to pass with or without amendment, as an ordinary resolution
the following:
‘That, subject to each of the other Transaction Resolutions being passed, for the purposes of
ASX Listing Rule 7.1 and for all other purposes, Shareholders approve the issue and allotment
of between 6,000,000 and up to 8,000,000 Broker Options to the Broker Parties (or their
respective nominees) on the terms and conditions set out in the Explanatory Memorandum to
this Notice.’
Page 9
Voting exclusions
Pursuant to the Listing Rules, the Company will disregard any votes cast in favour of:
Resolution 2: by or on behalf of a counterparty to the Transaction that, of itself or together
with one or more other transactions, will result in a significant change to the nature or scale of
the Company’s activities and any other person who will obtain a material benefit as a result of
the Transaction (except a benefit solely by reason of being a Shareholder) or an associate of
those persons.
Resolution 6: by or on behalf of a person who is expected to participate in, or who will obtain
a material benefit as a result of, the proposed issue of the Public Offer Shares (except a
benefit solely by reason of being a Shareholder), or any of their respective associates.
Resolution 7: by or on behalf of The Holthouse Family Trust or Nicholas Holthouse (or their
respective nominees) and any other person who will obtain a material benefit as a result of, the
proposed issue of these Shares (except a benefit solely by reason of being a Shareholder), or
any of their respective associates.
Resolution 8: by or on behalf of each of the Commerce Shareholders (or their respective
nominees) and any other person who is expected to participate in, or who will obtain a material
benefit as a result of, the proposed issue of the Consideration Shares (except a benefit solely
by reason of being a Shareholder), or any of their respective associates.
Resolution 9(a): by or on behalf of Churchill Strategic Investments Group Pty Ltd, Cameron
Henry and Jeremy Robinson (or their nominees), and any other person who will obtain a
material benefit as a result of, the proposed issue of these Director Consideration Shares
(except a benefit solely by reason of being a Shareholder), or any of their respective
associates.
Resolution 9(b): by or on behalf of Adam Ritchie (or his nominees) and any other person who
will obtain a material benefit as a result of, the proposed issue of these Director Consideration
Shares (except a benefit solely by reason of being a Shareholder), or any of their respective
associates.
Resolution 9(c): by or on behalf of ALR Investments Pty Ltd or Peter Ruse (or their
respective nominees) and any other person who will obtain a material benefit as a result of,
the proposed issue of these Director Consideration Shares (except a benefit solely by reason
of being a Shareholder), or any of their respective associates.
Resolution 10: by or on behalf of each of the Commerce Option Holders and Commerce
Warrant Holders (or their respective nominees) and any other person who is expected to
participate in, or who will obtain a material benefit as a result of, the proposed issue of the
Consideration Options (except a benefit solely by reason of being a Shareholder), or any of
their respective associates.
Resolution 11(a): by or on behalf of Churchill Strategic Investments Group Pty Ltd, Cameron
Henry and Jeremy Robinson (or their nominees), and any other person who will obtain a
material benefit as a result of, the proposed issue of these Director Consideration Options
(except a benefit solely by reason of being a Shareholder or a holder of Commerce Options or
Commerce Warrants), or any of their respective associates.
Resolution 11(b): by or on behalf of Jeremy Robinson (or his nominees) and any other
person who will obtain a material benefit as a result of, the proposed issue of these Director
Page 10
Consideration Options (except a benefit solely by reason of being a Shareholder), or any of
their respective associates.
Resolution 11(c): by or on behalf of Nicholas Holthouse (or his nominees) and any other
person who will obtain a material benefit as a result of, the proposed issue of these Director
Consideration Options (except a benefit solely by reason of being a Shareholder), or any of
their respective associates.
Resolution 11(d): by or on behalf of Adam Ritchie (or his nominees) and any other person
who will obtain a material benefit as a result of, the proposed issue of these Director
Consideration Options (except a benefit solely by reason of being a Shareholder), or any of
their respective associates.
Resolution 11(e): by or on behalf of ALR Investments Pty Ltd or Peter Ruse (or their
respective nominees), and any other person who will obtain a material benefit as a result of,
the proposed issue of these Director Consideration Options (except a benefit solely by reason
of being a Shareholder), or any of their respective associates.
Resolution 12(a): by or on behalf of Nicholas Holthouse (or his nominees), or an officer of the
entity or any of its child entities who is entitled to participate in a termination benefit, and any
other person who will obtain a material benefit as a result of, the issue of these Director
Replacement Performance Rights (except a benefit solely by reason of being a Shareholder),
or an officer of the Company who is entitled to participate in a termination benefit, or any of
their respective associates.
Resolution 12(b): by or on behalf of Jeremy Robinson (or his nominees), or an officer of the
entity or any of its child entities who is entitled to participate in a termination benefit, and any
other person who will obtain a material benefit as a result of, the issue of these Director
Replacement Performance Rights (except a benefit solely by reason of being a Shareholder),
or an officer of the Company who is entitled to participate in a termination benefit, or any of
their respective associates.
Resolution 12(c): by or on behalf of Adam Ritchie (or his nominees), or an officer of the entity
or any of its child entities who is entitled to participate in a termination benefit, and any other
person who will obtain a material benefit as a result of, the issue of these Director
Replacement Performance Rights (except a benefit solely by reason of being a Shareholder),
or an officer of the Company who is entitled to participate in a termination benefit, or any of
their respective associates.
Resolution 13: by or on behalf of each of the Noteholders (or their respective nominees) and
any other person who is expected to participate in, or who will obtain a material benefit as a
result of, the proposed issue of the Conversion Shares (except a benefit solely by reason of
being a Shareholder), or any of their respective associates.
Resolution 14: by or on behalf of the ALR Investments Pty Ltd or Peter Ruse (or their
respective nominees) and any other person who is expected to participate in, or who will
obtain a material benefit as a result of, the proposed issue of the Director Conversion Shares
(except a benefit solely by reason of being a Shareholder), or any of their respective
associates.
Resolution 15: by or on behalf of a person who is eligible to participate in the New Plan, or
any of their respective associates and any votes required to be excluded for the purposes of
disinterested shareholder approval under the policies of the TSX-V.
Page 11
Resolution 17(a): by or on behalf of Cameron Henry (or his nominees) and any person
referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the New
Plan, or any of their respective associates and any votes required to be excluded for the
purposes of disinterested shareholder approval under the policies of the TSX-V.
Resolution 17(b): by or on behalf of Ronald Beevor (or his nominees) and any person
referred to in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the New
Plan, or any of their respective associates and any votes required to be excluded for the
purposes of disinterested shareholder approval under the policies of the TSX-V.
Resolution 17(c): by or on behalf of Peter Ruse (or his nominees) and any person referred to
in Listing Rule 10.14.1, 10.14.2 or 10.14.3 who is eligible to participate in the New Plan, or any
of their respective associates and any votes required to be excluded for the purposes of
disinterested shareholder approval under the policies of the TSX-V.
Resolution 18: by or on behalf of any Broker Party (or their respective nominees) and any
other person who is expected to participate in, or who will obtain a material benefit as a result
of, the proposed issue of Broker Options (except a benefit solely by reason of being a holder
of ordinary securities in the Company); or any respective associate of those persons.
The above voting exclusions do not apply to a vote cast in favour of the relevant Resolution by:
(a)
a person as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with directions given to the proxy or attorney to vote on the Resolution in
that way;
(b)
the Chair as proxy or attorney for a person who is entitled to vote on the Resolution, in
accordance with a direction given to the Chair to vote on the Resolution as the Chair
decides; or
(c)
a holder acting solely in a nominee, trustee, custodial or other fiduciary capacity on
behalf of a beneficiary provided the following conditions are met:
(i)
the beneficiary provides written confirmation to the holder that the beneficiary is
not excluded from voting, and is not an associate of a person excluded from
voting, on the Resolution; and
(ii)
the holder votes on the Resolution in accordance with directions given by the
beneficiary to the holder to vote in that way.
Voting prohibitions
Resolution 9(a) to (c) (inclusive), Resolution 11(a) to (e) (inclusive), Resolution 12,
Resolution 15, Resolution 16 and Resolution 17(a) to (c) (inclusive): In accordance with
section 250BD of the Corporations Act, a person appointed as a proxy must not vote, on the
basis of that appointment, on these Resolutions if:
(a)
the proxy is either a member of the Key Management Personnel or a Closely Related
Party of such member; and
(b)
the appointment does not specify the way the proxy is to vote on the Resolution.
However, the above prohibition does not apply if:
(a)
the proxy is the Chair; and
Page 12
(b)
the appointment expressly authorises the Chair to exercise the proxy even though the
Resolution is connected directly or indirectly with remuneration of a member of the
Key Management Personnel.
Further, in accordance with section 200E(2A) of the Corporations Act, a vote on Resolution 16
must not be cast by any participants or potential participants in the New Plan and their
associates, otherwise the benefit of this Resolution will be lost by such a person in relation to
that person’s future retirement.
However, a vote may be cast by such a person if:
(a)
the person is appointed as proxy by writing that specifies the way the proxy is to vote
on the Resolution; and
(b)
it is not cast on behalf of the person or an associate of the person.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and you may be liable for breaching the voting restrictions that
apply to you under the Corporations Act.
Further, in accordance with section 224 of the Corporations Act, a vote on Resolution 17(a) to
(c) (inclusive) must not be cast (in any capacity) by or on behalf of a Related Party of the
Company to whom the Resolution would permit a financial benefit to be given, or an associate
of such a related party (Resolution 18 Excluded Party).
However, the above prohibition does not apply if:
(a)
it is cast by a person as a proxy appointed by writing that specifies how the proxy is to
vote on the Resolution; and
(b)
it is not cast on behalf of a Resolution 18 Excluded Party to whom the Resolution
would permit a financial benefit to be given, or an associate of such a Related Party.
Please note: If the Chair is a person referred to in the section 224 Corporations Act voting
prohibition statement above, the Chair will only be able to cast a vote as proxy for a person
who is entitled to vote if the Chair is appointed as proxy in writing and the Proxy Form specifies
how the proxy is to vote on the relevant Resolution.
If you purport to cast a vote other than as permitted above, that vote will be disregarded by the
Company (as indicated above) and you may be liable for breaching the voting restrictions that
apply to you under the Corporations Act.
BY ORDER OF THE BOARD
Shaun Menezes
Company Secretary
Mont Royal Resources Limited
Dated: 9 September 2025
Page 13
Mont Royal Resources Limited
ACN 625 237 658
(Company)
Explanatory Memorandum
1.
Introduction
The Explanatory Memorandum has been prepared for the information of Shareholders in
connection with the business to be conducted at the Meeting to be held at the offices of Churchill
Strategic Investments Group Pty Ltd, located at Level 1, 1 Alvan Street, Subiaco, WA 6008, on
Friday, 10 Octo
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