Announcement PDF ASX ANNOUNCEMENT – 18 September 2025 ASX: MRZ LODGEMENT OF PROSPECTUS Not for distribution to United States news wire services or for dissemination in the United States Mont Royal Resources Ltd (“Mont Royal” or “the Company”) (ASX: MRZ) is pleased to advise that, yesterday on Wednesday 17 September 2025, it lodged a prospectus with ASIC with respect to an offer to raise a minimum of A$8 million and up to A$10 million (before costs) by the issue of between 40.0 million and no more than 50.0 million new fully paid ordinary shares (“Shares”) (on a post-consolidation basis) at an issue price of A$0.20 per Share. Indicative Timetable Event Date Lodgement of Prospectus with ASIC Wednesday, 17 September 2025 Exposure Period begins Wednesday, 17 September 2025 Exposure Period ends (unless extended) Wednesday, 24 September 2025 Opening Date for the Offers Thursday, 25 September 2025 General Meeting Friday, 10 October 2025 Closing Date for the Public Offer (5:00pm AWST) Monday, 13 October 2025 Effective Date of Consolidation Thursday, 16 October 2025 Effective Date of Consolidation Tuesday, 21 October 2025 Settlement Date of the Offers Tuesday, 21 October 2025 Completion of the Transaction Tuesday, 21 October 2025 Expected date for dispatch of holding statements Thursday, 23 October 2025 Expected date for Shares to be reinstated to trading on ASX Tuesday, 28 October 2025 This indicative timetable is subject to change. The Company reserves the right to amend any or all of these events, dates and times without notice, subject to the Corporations Act, the ASX Listing Rules and other applicable laws. A copy of the prospectus, as lodged with ASIC, is attached to this announcement. For and on behalf of the Board ENDS. Shaun Menezes | Company Secretary Mont Royal Resources Ltd 3440-1085-3438v2 ACN: 625 237 658 Level 8, 2 Bligh Street Sydney NSW 2000 E: info@montroyalres.com www.montroyalres.com ASX: MRZ For Further Information: Peter Ruse Nicholas Read Investor and Media Relations Executive Director info@montroyalres.com +61 419 929 046 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 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). On 10 April 2025, Mont Royal announced the planned merger of the Company with Commerce Resources Corp. (“Commerce”) (TSXV: CCE, FSE: D7H0, OTCQX: CMRZF) (“Proposed Transaction”). Under the Proposed Transaction, Mont Royal and Commerce propose to combine their respective businesses in a merger transaction, pursuant to which, Mont Royal has agreed to acquire 100% of the issued and outstanding common shares of Commerce (“Commerce Shares”) by way of a court-approved Plan of Arrangement under the Business Corporate Act (British Columbia). For further information regarding Mont Royal Resources Limited, please visit the ASX platform (ASX: MRZ) or Mont Royal’s website www.montroyalres.com, for further information regarding the Proposed Transaction, copies of all relevant announcement are available here: https://montroyalres.com/investor-centre/ 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 visit Commerce’s corporate website at www.commerceresources.com or email info@commerceresources.com. 2 Prospectus Mont Royal Resources Limited ACN 625 237 658 For an offer of up to 50 million Shares (on a postConsolidation basis) at an issue price of $0.20 per Share to raise up to $10 million (before costs). This Prospectus also includes the Broker Offer detailed in Section 7. Conditional Offers The Offers are conditional upon certain events occurring. Please refer to Section 7.2 for further information. The Offers are not underwritten. Re-compliance with Chapters 1 and 2 of the Listing Rules In addition to the purpose of raising funds under the Offers, this Prospectus is issued for the purpose of re-complying with the admission requirements under Chapters 1 and 2 of the Listing Rules following a change to the nature and scale of the Company’s activities. ASX Code: MRZ Australian Legal Adviser Lead Manager THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION You should read this Prospectus in its entirety. Investment in the Shares offered pursuant to this Prospectus should be regarded as highly speculative in nature, and investors should be aware that they may lose some or all of their investment. Refer to Section 8 for a summary of the key risks associated with an investment in the Shares. If you do not understand any part of this Prospectus or are in doubt as to what you should do, you should consult your Broker, accountant, financial or other professional adviser immediately. It is proposed that the Offers will close at 5:00pm (AWST) on Monday, 13 October 2025. The Directors reserve the right to close the Offers earlier or to extend this date without notice. Applications must be received before that time. The Company is incorporated in Australia under the Corporations Act 2001 (Cth) (Corporations Act) with Australian company number 625 237 658. Important information The Offers Exposure Period This Prospectus is issued by Mont Royal Resources Limited (ACN The Corporations Act prohibits the Company from processing 625 237 658) (MRZ or the Company) for the purposes of Chapter Applications in the seven-day period from the Prospectus Date 6D of the Corporations Act. (Exposure Period). This Exposure Period may be extended by The offers in this Prospectus comprise: the Public Offer and the Broker Offer (together, the Offers). Lodgement and listing ASIC by up to a further seven days. The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants prior to the raising of funds. The examination may result in the identification of deficiencies in This Prospectus is dated 17 September 2025 (Prospectus Date) this Prospectus, in which case any Application received during the and was lodged with the Australian Securities and Investments Exposure Period may need to be dealt with in accordance with Commission (ASIC) on that date. Neither ASIC nor the Australian section 724 of the Corporations Act. Securities Exchange (ASX) (or their respective officers) take any responsibility for the contents of this Prospectus or for the merits of the investment to which this Prospectus relates. Application will be made to ASX within seven days of the Prospectus Date for Official Quotation of the Shares the subject of the Public Offer. Expiry Date Applications received during the Exposure Period will not be processed until after the expiry of the Exposure Period. No preference will be conferred on any Applications received during the Exposure Period. Obtaining a copy of this Prospectus and Application Forms This Prospectus may be viewed online at https://montroyalres.com/investor-centre/. The other information on This Prospectus expires at 5:00pm (AWST) on the date which is the Company website does not form part of this Prospectus. Any 13 months after the Prospectus Date (Expiry Date) and no Shares person accessing the electronic version of this Prospectus for the will be issued on the basis of this Prospectus after the Expiry Date. purpose of making an investment in the Company must be Not investment advice resident in Australia and must only access this Prospectus from within Australia. The Securities offered pursuant to this Prospectus should be considered highly speculative. There is no guarantee that the The Prospectus is not available to persons in other jurisdictions in Securities offered pursuant to this Prospectus will make a return which it may not be lawful to make such an invitation or offer to on the capital invested, that dividends will be paid on the Shares or apply for securities. If you access the electronic version of this that there will be an increase in the value of those securities in the Prospectus, you should ensure that you download and read the future. Prospectus in its entirety. The information contained in this Prospectus is not investment or Persons having received a copy of this Prospectus in its electronic financial product advice and does not take into account the form may obtain an additional paper copy of this Prospectus and investment objectives, financial situation, tax position or particular the Application Form (free of charge) from the Company (see the needs of any prospective investor. It is important that you read this Corporate Directory at the back of this Prospectus for contact Prospectus carefully and in its entirety before deciding whether to details). invest in the Company. Applications will only be accepted on the Application Form In particular, in considering the prospects of the Company, you attached to, or accompanying, this Prospectus. The Corporations should consider the risk factors that may affect the performance of Act prohibits any person from passing on to another person the the Company. You should carefully consider these risks in light of Application Form unless it is attached to a paper copy of the your personal circumstances (including your investment objectives, Prospectus or the complete and unaltered electronic version of this financial situation, tax position and any other needs) and seek Prospectus. professional guidance from your Broker, lawyer, accountant, Prospective investors wishing to subscribe for Shares under the financial adviser or other independent professional adviser before Public Offer should complete the relevant Application Form. If you deciding whether to invest. do not provide the information required on the relevant Application Some of the key risk factors that should be considered by Form, the Company may not be able to accept or process your prospective investors are set out in Section 8. There may be risk Application. factors in addition to these that should be considered in light of By returning the Application Form with the requisite Application your personal circumstances. Monies or making a payment of Application Monies you page 1 acknowledge that you have received and read this Prospectus, otherwise determined by the Board, subject to applicable laws and that you have acted in accordance with the terms of the Public (refer to Section 7.12 for information in relation to certain selected Offer detailed in this Prospectus. foreign jurisdictions). No cooling-off rights The distribution of this Prospectus (including in electronic form) Cooling-off rights do not apply to an investment in Securities issued under this Prospectus. This means that, in most circumstances, you cannot withdraw your Application once it has been accepted. Re-compliance with Chapters 1 and 2 of the Listing Rules outside Australia may be restricted by law, and persons who come into possession of this Prospectus outside Australia should seek advice on and observe any such restrictions. Any failure to comply with such restrictions may constitute a violation of applicable securities laws. This Prospectus does not constitute an offer to sell, or a solicitation The Transaction will constitute a significant change to the nature of an offer to buy, securities in the United States. In particular, the and scale of the Company’s activities. Pursuant to Listing Shares to be offered under the Offers have not been, and will not Rule 11.1.3, the Company must re-comply with the admission be, registered under the U.S. Securities Act of 1933, as amended requirements of Chapters 1 and 2 of the Listing Rules, as if (US Securities Act) or the securities laws of any state or other applying for admission to the Official List. Accordingly, this jurisdiction of the United States, and may not be offered or sold, Prospectus is issued for the purpose of satisfying Chapters 1 and directly or indirectly, in the United States, unless the Shares are 2 of the Listing Rules, as well as for the purpose of raising funds registered under the US Securities Act or are offered and sold under the Public Offer. pursuant to an exemption from, or in a transaction not subject to Conditional Offers the registration requirements of the US Securities Act and applicable US state securities laws. The Offers contained in this Prospectus are conditional on certain events occurring. If these events do not occur, the Offers will not Please refer to Section 7.12 for more detail on selling restrictions proceed, and Applicants will be refunded their Application Monies that apply to the Offers and sale of Shares in jurisdictions outside (without interest). See Section 7.1(b) for further details on the Australia. Applicants who are resident in countries other than conditions attaching to the Offers. Australia should consult their professional advisers as to whether any governmental or other consents are required or whether any Offers subject to quotation If ASX does not admit the Shares to Official Quotation within three other formalities need to be considered and followed. Disclaimer months (or any longer period permitted by law) of the Prospectus Date, the Company will withdraw the Offers and repay all No person is authorised to give any information or make any Application Monies to Applicants (without interest) as soon as representation in connection with the Offers that is not contained in practicable in accordance with the Corporations Act. this Prospectus. Any information or representation not so contained may not be relied on as having been authorised by the Target market determination Company, the Company’s Directors or officers, or any other In accordance with the design and distribution obligations under person in connection with the Offers. You should rely only on the Corporations Act, the Company has determined the target information in this Prospectus when deciding whether to invest in market for the offer of Broker Options issued under this the Company. Prospectus. The Company and the Lead Manager will only make Except as required by law, and only to the extent so required, none available the Broker Offer to those investors who fall within the of MRZ, CCE, the Lead Managers, nor or any person named in target market determination (TMD) as set out on the Company’s this Prospectus, or any other person warrants or guarantees the website https://montroyalres.com. By making an application under future performance of the Company, or any return on any the Broker Offer, you warrant that you have read and understood investment made pursuant to this Prospectus. the TMD. Canaccord Genuity (Australia) Ltd (the Lead Manager) has acted Restrictions on the distribution of this Prospectus as the adviser and bookrunner to the Public Offer. To the This Prospectus does not constitute an offer or invitation in any maximum extent permitted by law, the Lead Manager and its place in which, or to any person to whom, it would not be lawful to affiliates, officers, employees and advisers expressly disclaim all make such an offer or invitation. No action has been taken to liabilities in respect of, make no representations regarding, and register or qualify the Securities the subject of this Prospectus or take no responsibility for, any part of this Prospectus other than the Offers, or to otherwise permit a public offering of the Securities references to their name, and make no representation or warranty in any jurisdiction outside Australia. The Offers are not being as to the currency, accuracy, reliability or completeness of this extended to any investor outside Australia except to the extent Prospectus. page 2 Investor eligibility for the purposes of the Public Offer is This Prospectus uses market data, industry forecasts and determined by reference to a number of matters, including legal projections. The Company has obtained significant portions of this requirements, and the discretion of the Company and the Lead information from market research prepared by third parties. There Manager. The Company, Lead Manager and their respective is no assurance that any of the forecasts contained in the reports, affiliates, officers, employees and advisers disclaim any liability in surveys and research of such third parties that are referred to in respect of the exercise or otherwise of that discretion, to the this Prospectus will be achieved. The Company has not maximum extent permitted by law. independently verified this information. Estimates involve risks and The Company, the Registry and the Lead Manager disclaim all liability, whether in negligence or otherwise, to persons who sell or trade Shares before receiving their holding statement or allotment confirmation notice, whether on the basis of a confirmation of allocation provided by any of them or otherwise. uncertainties and are subject to change based on various factors, including the risk factors in Section 8. Past performance This Prospectus includes information regarding past performance of the Company. Investors should be aware that past performance CCE information is not indicative of future performance. All information in this Prospectus in relation to Commerce Taxation Resources Corp. (CCE or Commerce) has been sourced from, prepared for, or provided by CCE and its related bodies corporate. Whilst the Company has undertaken due diligence in order to seek to verify the accuracy of this information, no representation or warranty, express or implied, is made as to the fairness, accuracy, correctness, completeness or adequacy of any such information relating to CCE. Forward-looking statements The acquisition and disposal of Securities will have tax consequences, which will differ depending on the individual financial affairs of each investor. All potential investors in the Company are urged to obtain independent financial advice about the consequences of acquiring, transmuting or disposing Securities from a taxation viewpoint and more generally. The Company does not propose to give any taxation advice and, to the maximum extent permitted by law, the Company, its This Prospectus contains forward-looking statements, which are Directors, officers and each of their respective advisers accept no statements that may be identified by words such as “may”, “could”, responsibility or liability for any taxation consequences of “believes”, “estimates”, “expects”, “intends”, “considers” and other subscribing for Securities under this Prospectus. You should similar words that involve risks and uncertainties. consult your own professional tax advisers in regard to taxation These statements are based on an assessment of present economic and operating conditions, and on a number of assumptions regarding future events and actions that, as at the Prospectus Date, are expected to take place. implications of the Offers. Using this Prospectus Persons wishing to subscribe for Securities offered by this Prospectus should read this Prospectus in its entirety in order to Forward-looking statements are not guarantees of future make an informed assessment of the assets and liabilities, performance and involve known and unknown risks, uncertainties, financial position and performance, profits and losses, and assumptions and other important factors, many of which are prospects of the Company, and the rights and liabilities attaching beyond the control of the Company and the Directors and to the Securities offered pursuant to this Prospectus. If persons management of the Company, that could cause actual results, considering subscribing for Securities offered pursuant to this performance, events or outcomes to differ materially from the Prospectus have any questions, they should consult their Broker, results, performance, events or outcomes expressed or anticipated solicitor, accountant or other professional adviser for advice. in these statements. Forward-looking statements should therefore be read in conjunction with, and are qualified by, the risk factors as set out in Section 8 and other information in this Prospectus. The Company cannot and does not give any assurance that the results, performance or achievements expressed or implied by the forward-looking statements contained in this Prospectus will actually occur, and investors are cautioned not to place undue reliance on these forward-looking statements. Except where required by law, the Company does not intend to update or revise forward-looking statements, regardless of whether new information, future events or any other factors affect the information contained in this Prospectus. Privacy By completing and returning an Application Form, you will be providing personal information directly or indirectly to the Company, the Registry, and related bodies corporate, agents, contractors and third-party service providers of the foregoing (Collecting Parties). The Collecting Parties will collect, hold, use, disclose and otherwise handle that personal information to assess your Application, service your needs as a Security holder and to facilitate distribution payments and corporate communications to you as a Security holder. The Corporations Act, taxation law and, in some cases, local legislation outside of Australia require some of this personal information to be collected. page 3 By submitting an Application Form, you authorise the Company to (IFRS) as issued by the International Accounting Standards Board use any personal information contained in your Application Form (IASB) (for the Company), and the Companies’ respective adopted (Personal Information) and to disclose it to the Collecting Parties, accounting policies. The historical financial information also where necessary, for any purpose in connection with the Offers, complies with the IFRS and interpretations adopted by the IASB. including processing your Application and complying with applicable law, the Listing Rules, the ASX Settlement Rules and any requirements imposed by any applicable regulatory authority. If the Offers are successfully completed, your Personal Information may also be used from time to time and disclosed to persons inspecting the Register, including bidders for your Securities in the context of takeovers, regulatory authorities, authorised securities brokers, print service providers, mail houses and the Register. This Prospectus includes certain financial data and metrics that are not recognised under the IFRS and are classified as ‘non-IFRS Financial Information’ under ASIC Regulatory Guide 230 “Disclosing non-IFRS Financial Information”. The Company uses this non-IFRS Financial Information to assess the Company’s performance and to provide additional insights into the underlying performance of its assets. The non-IFRS Financial Information metrics do not have standardised meanings under the Any disclosure of Personal Information made for the above IFRS and, therefore, may not be comparable to similarly titled purposes will be on a confidential basis and in accordance with the measures presented by other entities. Non-IFRS Financial Privacy Act 1988 (Cth) and all other legal requirements. If required Information should be considered in addition to, and not as a by law or any public authority, Personal Information collected from replacement for, financial measures determined in accordance you will be passed on to third parties strictly in accordance with with the IFRS. Investors are cautioned, therefore, not to place legal requirements. Once your Personal Information is no longer undue reliance on any non-IFRS Financial Information included in required, it will be destroyed or de-identified. this Prospectus. In some cases, your Personal Information may be disclosed by the Technical information Company to recipients located in jurisdictions outside of Australia, where your Personal Information may not receive the same level of Northern Lights Project protection as that afforded under Australian law. These disclosures The statements of exploration results for the Northern Lights include on the Securities and the Register to relevant regulatory Project have been reported in accordance Joint Ore Reserve authorities and to the third parties described above. This includes Committee (JORC) Code and have been previously reported in the on the Register to any person lawfully entitled to examine the Company’s public announcement on 21 November 2023 and 12 shares Register, and under applicable Australian laws. Apart from November 2024. The Company confirms that it is not aware of any these instances, your Personal Information is not generally new information or data that materially affects the information disclosed to recipients. included in the relevant market announcement. Subject to certain exemptions under Australian law, you may Ashram Project access Personal Information that the Collecting Parties hold about The statements of exploration results and mineral resources you and seek correction of such information. Access and presented in this Prospectus for the Ashram Project have been correction requests, and any other queries regarding this privacy produced in accordance with Listing Rules Chapter 5 and the statement, must be made in writing to the Register at the address JORC Code, with these statements reflecting information compiled set out in the Corporate Directory of this Prospectus. A fee may be and conclusions produced in accordance with the Canadian charged for access. Institute of Mining, Metallurgy and Petroleum (CIM) Definition The Registry’s privacy policy is available on its website, Standards, and Canadian National Instrument 43-101 Standards of https://www.automicgroup.com.au/privacy-policy Disclosure for Mineral Projects (NI 43-101) by Commerce’s The Company aims to ensure that the Personal Information it retains about you is accurate, complete and up to date. To assist with this, please contact the Company or the Register if any of the details you have provided change. Financial information presentation Historical financial information in this Prospectus, including the pro-forma financial information, has been prepared and presented in accordance with the recognition and measurement principles prescribed by the Australian Accounting Standards (AAS) (as adopted by the Australian Accounting Standards Board (AASB)) nominated Competent/Qualified Persons, being Patrik T Schmidt at Dahrouge Geological Consulting Ltd, Pierre-Luc Richard (Mineral Resource estimate consultant) at consulting firm PLR Resources Inc for the Mineral Resource at the Ashram Project, Jeffrey Cassoff (Senior Mining Engineer) at consulting firm BBA Inc, Tommee Larochelle (Principal Engineer (Processing)) at consulting firm L3 Process Development, and Jordan Zampini (Senior Process Engineer) at consulting firm DRA Global Limited. The above persons are member of equivalent recognised overseas professional organisations and each have sufficient experience that is relevant to the style of mineralisation, the type of (for the Company), International Financial Reporting Standards page 4 deposit under consideration, and the activity being undertaken to Diagrams used in this Prospectus are illustrative only and may not qualify as a Competent Person, as defined by the JORC Code. be drawn to scale. Unless otherwise stated, all data contained in The mineral resource estimate for the Ashram Project have been classified in accordance with CIM Definition Standards. The confidence categories assigned under the CIM Definition Standards are reconciled to the confidence categories under the JORC Code. The confidence categories under the CIM Definition Standards and the JORC Code are the same and, therefore, there is no requirement for modification of the confidence categories. The information in this Prospectus that relates to the exploration results for the Northern Lights Project and the mineral resource charts, graphs and tables is based on information available at the Prospectus Date. Intellectual property This Prospectus may contain trademarks of third parties. Third‑party trademarks used in this Prospectus belong to the relevant owners and their use is not intended to represent sponsorship, approval or association by or with the Company. Third-party publications estimates and exploration results for the Ashram Project is based The Company Overview in Section 3 of this Prospectus includ