Announcement PDF ASX ANNOUNCEMENT – 10 April 2025 ASX: MRZ MONT ROYAL TO MERGE WITH COMMERCE RESOURCES CREATING A NEW ASX/TSXV-LISTED CANADIAN-FOCUSED CRITICAL METALS DEVELOPMENT COMPANY HIGHLIGHTS The Mineral Resource estimates relating to Commerce Resources Corp. (“Commerce”) contained in this announcement have been prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101") and have not been reported in accordance with the 2012 Joint Ore Reserves Committee’s Australasian Code for Reporting of Mineral Resources and Ore Reserves ("JORC Code"). Refer to or under Commerce’s profile on SEDAR+ at Commerce’s website at www.commerceresources.com www.sedarplus.com for information in relation to the Mineral Resource estimates prepared by Commerce. A Competent Person has not done sufficient work to classify the Mineral Resource estimates as mineral resources in accordance with the JORC Code and it is uncertain that following evaluation and/or further exploration work that the estimates will be able to be reported as a Mineral Resource in accordance with the JORC Code. Please refer to further disclosure required by the ASX Listing Rules, in particular foreign estimate disclosure under ASX Listing Rule 5.12 and a more detailed Mineral Resource table for the Ashram Rare Earth Element and Flourspar Deposit at the conclusion of this announcement. • ASX-listed Mont Royal Resources Limited (“Mont Royal”) (ASX: MRZ) and TSXV-listed Commerce Resources Corp. (“Commerce”) (TSXV: CCE; OTCQX: CMRZF; FSE: D7H0) have agreed to merge by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) the “Plan of Arrangement”), pursuant to which Mont Royal will acquire 100% of the issued and outstanding common shares of Commerce (the “Transaction”). • The Transaction will create a Canadian-focused critical metals company with core assets located in the Province of Quebec: Commerce’s 100%-owned Eldor Property which hosts the Ashram Rare Earth and Fluorspar Deposit as well as highly prospective niobium assets – namely the Mallard an Miranna Prospects – adding a robust project portfolio complemented by Mont Royal’s Northern Lights lithium, copper and gold exploration projects. • The flagship Ashram Project is the largest monazite-dominant carbonatite-hosted Rare Earth Element (“REE”) deposit in North America. Ashram hosts an Indicated Resource of 73.2Mt at 1.89% rare earth oxide (“REO”) and 6.6% CaF2 (fluorspar) and an Inferred Resource of 131.1Mt at 1.91% REO and 4.0% CaF2 1 at a cut off NMR of $287. 2 Mineral resources are not mineral reserves as they have not demonstrated economic viability. • The Eldor Property’s niobium assets, located immediately adjacent south-east of the Ashram Deposit, represent a compelling advanced exploration opportunity. • The Transaction is conditional upon, amongst other things, Mont Royal raising a minimum of A$8.0 million up to A$10.0 million through the issue of ordinary fully paid shares (before costs) (“Capital Raising”) pursuant to a Prospectus, to fund resource growth and advance the Preliminary Economic Refer to the technical report titled “Mineral Resource Estimate for the Ashram Rare Earth Element and Fluorspar Deposit, Nunavik, Québec, Canada” with an effective date of 4 April 2024 which was prepared in accordance with NI43101 and is available on Commerce’s profile on SEDAR+ at www.sedarplus.ca. Refer to the Commerce - Foreign Estimate Disclosures in Appendix A of this announcement. Refer to the cautionary statement on Page 1 of this announcement.2 Refer to Footnote 1 above.3 Refer to footnote 5 for a summary of Mont Royal VSA support. 2 Refer to Footnote 1 above.3 Refer to footnote 5 for a summary of Mont Royal VSA support. 1 1 ASX: MRZ Assessment (“PEA”) at the Ashram Project, while also advancing the niobium assets and the exploration pipeline at the Northern Lights Project. • Upon completion of the Transaction (excluding any capital raising), Mont Royal shareholders will own 14.7% of the Merged Group and former Commerce shareholders will own 85.3%. • The Transaction is also conditional upon approval of the Supreme Court of British Columbia, shareholder approval from both Mont Royal and Commerce shareholders, completion of the Capital Raising and Plan of Arrangement. • The Transaction has been unanimously recommended by the Board of Directors of Mont Royal and by Commerce following unanimous recommendation by Commerce’s special committee of independent directors. The Directors of Mont Royal holding 6.6% of Mont Royal Shares intend to vote all MRZ Shares held or controlled by them in favour of the Transaction. • A number of Commerce’s major shareholders, directors and senior officers, representing 21.8% of Commerce Shares have entered into voting support agreements (“VSAs”) with Mont Royal to vote in favour of the Transaction at the Commerce shareholder meeting. A number of Mont Royal major shareholders, representing 18.5% of Mont Royal Shares, have also entered into VSA’s to vote in favour of the Transaction at the MRZ shareholder meeting. 3 • The Transaction is targeted to close in late July 2025. Mont Royal’s Executive Director, Peter Ruse, said: “This transaction is a great opportunity to create value for both groups of shareholders. Combining the proven exploration and management skills of the Commerce and Mont Royal teams with the large resource at Ashram and the immense upside the Mallard and Miranna niobium prospects will have the potential to unlock substantial value. The merged entity will be well placed to advance the development plan of the Ashram Project, combined with an active exploration program of the niobium assets and Northern Lights Project.” “The merged entity will have a larger balance sheet and a Quebec-based management and technical team with extensive experience in building large resource projects with the local connections and experience to assist in advancing our Northern Lights Projects.” Commerce’s Executive Director, Jeremy Robinson, said: “The team at Commerce is excited at the thought of working with the Mont Royal team to create a new Canadian-focused critical metals company and to maximise the value of our outstanding flagship asset at Ashram. This merger will provide a dual listing on the ASX and TSXV, significant funding, additional expertise and the strategy to generate superior shareholder returns through completion of the studies at Ashram Project plus additional exciting upside at the Mallard and Miranna niobium prospects, as well as the Northern Lights Project.” BACKGROUND & STRATEGIC RATIONALE Mont Royal Resources Ltd (ASX: MRZ) is pleased to announce that is has entered into a definitive arrangement agreement (“Agreement”), pursuant to which Mont Royal will acquire 100% of the issued and outstanding shares of Commerce Resources Corp. (“Commerce Shares”) by way of a Plan of Arrangement under the Business Corporations Act Business Columbia (“BCBCA”). The Transaction between Mont Royal and Commerce creates an ASX and TSX-V listed, Québec-focused, critical minerals developer and exploration company with a strong focus on rare earths, fluorspar, niobium and lithium exploration (“Merged Group”). 3 Refer to footnote 5 for a summary of Mont Royal VSA support. 2 ASX: MRZ Highlights of the Merged Group include: • The flagship 100% owned Ashram Project (“Ashram”) is the largest undeveloped monazite-mineralised carbonatite-hosted Rare Earth Elements (“REE”) deposit in North America. • Ashram has been extensively drilled, on 22 May 2024, Commerce provided an updated Mineral Resource Estimate (“MRE”) that detailed: o Indicated Resource: 73.2Mt at 1.89% REO and 6.6% CaF2; and o Inferred Resource: 131.1Mt at 1.91% REO and 4.0% CaF2. • The adjacent and highly prospective Mallard an Miranna niobium prospects, also within the Eldor Property, provides the opportunity to define a second high-value project that could leverage the infrastructure of Ashram. • A complementary exploration asset package at Mont Royal’s Northern Lights Project, covering an area of 536km2 in the Upper Eastmain Greenstone Belt, offering lithium, copper, and gold potential. • Achieving a dual listing on the ASX and TSXV aims to attract a broader range of investors for the Merged Group, increase liquidity and greater ability to raise capital. • The ASX has a greater number of listed developing rare earth companies, providing a stronger group of peer companies to benchmark the Ashram Project. • Having access to the combined experience of key members of the Commerce and Mont Royal Boards, senior management and major shareholders, who have held former and current roles with successful international resource groups including: o Champion Iron Limited (CIA.ASX CIA.TSX) o Primero Group Limited (acquired by NRW Holdings Limited) o o o • Green Technology Metals (GT1.ASX) Riversdale Resources Limited (acquired by Hancock Prospecting Pty Ltd) Bannerman Energy Limited (BMN.ASX) At completion of the Transaction, the Merged Group proposes to appoint an in-country CEO and Managing Director and a technical team capable of advancing the Eldor Property’s Ashram Project and niobium assets, and the Northern Lights Project. COMMERCE RESOURCES CORP Commerce, listed on the TSXV, is a junior mineral resource company focused on the exploration and development of the Ashram Rare Earth and Fluorspar Deposit located in Quebec, Canada. Commerce is positioning to be one of the lowest cost rare earth producers globally, with a specific focus on being a longterm supplier of mixed rare earth carbonate and/or NdPr oxide to the global market. Additionally, the Ashram Deposit 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. ASHRAM RARE EARTHS AND FLUORSPAR PROJECT The Ashram Project is located on Commerce’s 100% owned Eldor Property, in north-eastern Quebec, Canada, approximately 130 km south of the community of Kuujjuaq (Figure 1). 3 ASX: MRZ Figure 1: Ashram REE & Fluorspar Project Location The Ashram Deposit was first drilled in 2010, with the ‘discovery hole’ released in August 2010. The program’s first hole, EC10-027 was collared in mineralization and included over 215 m at 1.72% REO, and over 29 m of 2.07% REO. Since discovery in 2010 Commerce has undertaken multiple drill programs totalling almost 35,000m of drilling and multiple rounds of metallurgical testing resulting in both an updated Mineral Resource Estimate (“MRE”) and breakthrough metallurgical results both published in 2024. Commerce provided an updated MRE for Ashram (published on 22 May 2024) firmly establishing Ashram as a globally significant rare earth element (“REE”) deposit, and one of the largest monazite-mineralized carbonatite REE deposits in the world: 73.2Mt at 1.89% REO and 6.6% CaF2 (Indicated), and 131.1Mt at 1.91% REO and 4.0% CaF2 (Inferred), at a cut-off of $287 Net Metal Return (NMR) per tonne. On 14 November 2024, Commerce published the results of locked cycle testing that showed that a mineral concentrate in the range of 36% to 37% can be produced with recoveries ranging from 65% to 68% which is more than comparable rare earth projects in production globally. Ashram also continues to demonstrate very high NdPr distributions (i.e., percent of neodymium plus praseodymium oxide of the total REO) at 21.2% NdPr (Indicated) and 21.4% NdPr (Inferred), exceeding that of several active global producers. The favourable distribution starts at surface, allowing these high-value elements to be targeted early on in a potential open-pit extraction scenario and, therefore, enhancing the project’s strategic value and operational efficiency. This enrichment in the magnet feed REE’s also extends to dysprosium (Dy) and terbium (Tb). The MRE update underscores Ashram’s potential as a long-term, sustainable source of critical minerals, vital for the evolving technology and energy sectors. With the well-defined MRE and metallurgy well understood, Commerce’s focus now is updating the January 2015 PEA and assessing the optimum infrastructure and downstream processing solutions. Given the size and scale of Ashram, Commerce has received strong Canadian Government support through grants and funding and Commerce has commenced discussions with a number of downstream producers in both Canada and the United States given the strategic location of the project. 4 ASX: MRZ Figure 2: Pit shell and mineralized footprint of Ashram’s 2024 Mineral Resource Estimate in cross-sectional and oblique view, highlighting the deposit’s scale. Cross-section represents a 100 metre-thick slice through geological model. 5 ASX: MRZ Figure 3: Plan view of drilling undertaken at the Ashram Project. MONT ROYAL CRITICAL MINERAL ASSETS NORTHERN LIGHTS PROJECTS This suite of projects are owned 75% by Mont Royal. The project package includes a 536 km2 tenement package located in the Upper Eastmain Greenstone belt. The projects are located in the James Bay region, a Tier-1 mining jurisdiction of Quebec, Canada, and are prospective for lithium, precious (gold, silver) and base metal mineralisation (copper, nickel). The Northern Lights projects include: • Bohier Project (Lithium); and • Eastmain Lèran Project (Lithium, Copper and Gold). 6 ASX: MRZ Bohier Project A lithium fieldwork and prospecting program was completed in June 2023, with initial trenching programs and a maiden drill program completed in the Summer/Fall season of 2024. Assay results were received in November 2024 from the 2024 summer/fall drilling program, which comprised eight (8) holes for 744 metres. Significant lithium mineralisation was intersected in several holes, including: • 21.0 m at 1.39% Li2O in hole BOH-24-07; • 7.7 m at 1.90% Li2O in hole BOH-24-06; and • 1.2 m at 2.79% Li2O in hole BOH-24-02. The mineralisation is interpreted to be continuous over a length of 200 m and to a depth of 70 m and remains open in all directions. Several targets remain untested. Eastmain Lèran Project The north edge of the Eastmain-Léran Project (Figure 5) is also a favourable lithium target due to the proximity of the Wahemen granite, which has the chemistry and mineralogy of a LCT pegmatite parental granite (Talla Takam and Beauchamp, 2016). Lithium occurrences have been identified within the historical Government database of spodumene-bearing boulders in the north-east corner of the property. The target area (highlighted in red) is the main focus of the previous prospecting program. Figure 4: Location of the Northern Lights Projects. Eastmain Lèran also hosts the Alta-Eastmain Target, discovered in 1957, which is interpreted as a volcanogenic massive sulphide (VMS) occurrence. Average copper (Cu) grades from grab samples is 1.35% Cu (n = 8) and the best reported channel sample yielded a grade of 1.26% Cu over 7.6 m. The massive sulphide holds secondary amounts of Ag (5.4 g/t), Ni (0.09%), Co (0.12%), and Au (0.3g/t). 7 ASX: MRZ TRANSACTION DETAILS Mont Royal has entered into an Agreement to acquire 100% of the issued and outstanding Commerce Shares on the basis of 2.3271 (“Exchange Ratio”) new fully-paid ordinary shares in Mont Royal (“Mont Royal Share” or “Consideration Shares”) for every 1 Commerce Share. On the completion of the Transaction, Mont Royal shareholders will own 14.70% of the Merged Group and former Commerce shareholders will own 85.30% (excluding any Capital Raising and conversion of the Commerce Convertible Notes). The Transaction values Commerce at approximately A$21.7 million 4 based on Mont Royal’s 30-Day VWAP of $0.0439 prior to suspension of trading in it shares on 17 February 2025. The Transaction will amount to a significant change to the nature and scale of the Mont Royal's activities and as such, Mont Royal will be required to obtain shareholder approval under ASX Listing Rule 11.1.2 at a general meeting and re-comply with Chapters 1 and 2 of the ASX Listing Rules in accordance with ASX Listing Rule 11.1.3. As part of this process and subject to shareholder approval, the Mont Royal intends to consolidate the current shares on issue on a 0.2195 for 1 basis (“Consolidation Ratio”) with all options adjusted in accordance with Listing Rule 7.22 (“Consolidation”). Subject to the satisfaction (or waiver) of all conditions to closing set out in the Agreement, it is anticipated that the Transaction will be completed in late July 2025. Mont Royal will also apply to list on the TSX-V in connection with the Transaction. Following completion of the Transaction, subject to receipt of required regulatory approvals, the Commerce Shares will be delisted from the TSX-V. The existing Commerce warrants and options on issue will be cancelled in exchange for equivalent options (adjusted for the Exchange Ratio and Consolidation Ratio) in Mont Royal (“Consideration Options”). The Consideration Shares and Consideration Options are together referred to as the “Consideration Securities”. Completion of the Transaction is subject to customary conditions precedent for a transaction of this nature, including: • • • • • • • • (Court Orders) the Supreme Court of British Columbia granting interim and final orders on terms consistent with the Agreement; (Commerce shareholder approval) Commerce shareholders approving the Transaction by way of at least 66 2/3% of the votes cast on the resolution approving the Transaction by the shareholders of Commerce voting as a single class holding Commerce Shares on the record date; (Commerce TSX-V approval) Commerce having obtained all necessary TSX-V approvals in connection with the Transaction; (Mont Royal shareholder approval) Mont Royal shareholders having approved the Transaction (including the Capital Raising and Consolidation), including for the purposes of ASX Listing Rule 11.1.2; (ASX approval) ASX confirming that it will reinstate Mont Royal shares to official quotation on ASX, subject to the satisfaction of such terms and conditions as are prescribed by ASX; (Mont Royal TSX-V approval) Mont Royal having obtained all necessary TSX-V approvals in connection with Mont Royal’s proposed listing on TSX-V; (Completion of Capital Raising and Consolidation) Mont Royal having completed the Capital Raising and Consolidation; and (Key Regulatory Approvals and Third Party Consents) Receipt of any other regulatory approvals or third party consents which have not already been referred to in this announcement. In addition to the above, the Transaction is subject to certain other closing conditions customary for a transaction of this nature, including, among others no material breaches of the representations, warranties and covenants of the parties, no material adverse effect being suffered by the parties and no more than 5% of Commerce shareholders having exercised dissent rights provided for under the BCBCA. 4 At an AUD/CAD exchange rate of 0.91/1. 8 ASX: MRZ The Agreement also includes customary deal protections, including fiduciary-out provisions, non-solicitation covenants, and a right for Mont Royal to match any superior proposals. The Agreement provides for a mutual reciprocal termination fee of A$250,000. The Agreement may be terminated in certain circumstances including (but not limited to) by either party if the requisite shareholder approvals are not obtained, if the Transaction is not completed by 28 November 2025 (unless extended by the parties), if a party breaches its representations and warranties or fails to perform any covenants, there has occurred a material adverse effect to the other party that is not capable of being cured by the earlier of the outside date and 10 business days from the notice of such event, or if Commerce enters into a superior proposal. Full details of the Transaction will be included in a management information circular of Commerce (“Commerce Circular”). The Agreement and Commerce Circular will be available to access via SEDAR+ at www.sedarplus.ca under Commerce’s profile. COMMERCE INTERIM FUNDING Commerce has received firm bids to enter into a secured convertible note agreement (“Convertible Notes”) with a number of existing Commerce and Mont Royal shareholders and other sophisticated investors to raise up to C$2.2 million (“Convertible Notes Financing”) to provide interim funding to be used for the continuation of studies for the development of the Ashram Project and for working capital while the Transaction is completed. A summary of the key terms of the Convertible Notes Financing are set out below: • • • • Automatically converts on completion of the Transaction at the implied Mont Royal Capital Raising price and converted into Consideration Shares, provided that, the automatic conversion price is equal to or greater than C$0.06, being Commerce’s closing share price on 8 April 2025. Interest Rate 20% per annum and upon automatic conversion, 12 months accrued interest will be converted into Mont Royal Shares at completion of the Transaction. If the Transaction doesn’t proceed, the Convertible Note has a 24-month term, C$0.12 optional conversion price and an interest rate of 20% per annum paid at maturity. The Convertible Notes will be secured under a general security agreement, whilst ranking pari-passu as between themselves and all holders will enter into an interlender agreement, subject to release at completion of the Transaction. It is anticipated the Convertible Note Financing will complete by 16 April 2025 and is subject to the approval of TSXV. MONT ROYAL CAPITAL RAISING Mont Royal intends to raise a minimum of A$8.0 million and up to A$10.0 million (before costs) to enable the Merged Group to advance its projects and assist it to re-comply with Chapters 1 and 2 of the ASX Listing Rules. The Capital Raising is not proposed to be underwritten and will be conducted at a minimum capital raising price of A$0.20 per MRZ share via a Prospectus which will contain further details on the amount to be raised and other matters. The Capital Raising is subject to Mont Royal shareholder approval. 9 ASX: MRZ Existing cash and proceeds of the Capital Raising are intended to be applied as follows: Use of funds Minimum Subscription Maximum Subscription A$ % A$ % Costs of the offer 1,000,000 7.9% 1,200,000 8.3% Niobium drilling 3,000,000 23.6% 4,500,000 31.0% Ashram Project PEA 2,400,000 18.9% 2,400,000 16.5% Ashram metallurgical studies 500,000 3.9% 500,000 3.4% Camp upgrade 1,000,000 7.9% 1,000,000 6.9% 500,000 3.9% 750,000 5.2% 4,325,896 34.0% 4,156,115 29.7% 12,725,896 100.0% 14,506,115 100.0% Year 1 Northern Lights Exploration Drilling General administration and Working capital Total Working capital includes corporate and administrative costs. Mont Royal’s total funds on completion of the Capital Raising, assuming a minimum of A$8.0 million and up to A$10.0 million is raised and including additional funds available: Available Funding Existing cash – Mont Royal1 Existing cash – Commerce2 Convertible Note Financing Funds raised from the Capital Raising TOTAL Minimum Raise Maximum Raise (A$) (%) (A$) (%) 1,751,955 13.8% 1,751,955 11.9% 556,358 4.4% 556,358 3.8% 2,417,582 19.0% 2,417,582 16.4% 8,000,000 62.9% 10,000,000 67.9% 12,725,896 100.0% 14,725,896 100.0% Notes: 1. Mont Royal cash as at 31 December 2024 as per reviewed half-yearly financial statements. 2. Commerce’s existing cash at 31 October 2024 was A$2,732,621 per audited financial statements assuming AUD/CAD = A$0.91. From 31 October 2024 to 31 January 2025, which was the date of Commerce's first quarter unaudited financial results released to the market, Commerce has continued to incur expenses relating to the Ashram Project and general and administration costs which resulted in the cash balance reducing by $2,176,262 to $556,358. 10 ASX: MRZ BOARD OF DIRECTORS AND MANAGEMENT – MERGED GROUP At completion of the Transaction, it is presently anticipated that the board of the Merged Group will be comprised a new non-executive Chairman in Mr Cameron Henry, appointed by Commerce, two directors from Commerce being Mr Jeremy Robinson and Mr Adam Ritchie, and one Non-Executive Director from Mont Royal, to be Mr Ronnie Beevor. The biographies of the proposed new board members are set out below: • Cameron Henry – Proposed Non-Executive Chairman Mr Henry boasts over 20 years’ experience in managing and operating public companies within the mining industry spanning across a diverse array of commodities encompassing engagements in Australia, Indonesia, North America, and South America. Mr. Henry’s most significant role was serving as the founding Managing Director of Primero Group Limited, where his leadership propelled the company into becoming an industry leader in engineering and construction. Under his guidance, Primero Group Limited expanded its global presence and earned recognition as a top builder of lithium processing facilities worldwide. Mr Henry’s wealth of experience and accomplishments in the mining industry become invaluable assets for the company’s success. His proven expertise in managing public companies and his specific achievements in lithium processing make him a key contributor to the company’s strategic goals and endeavours. Mr Henry is currently Managing Director of ASX listed GT1, and Non-Executive Director of Rare Earths development company RareX Limited (ASX:REE). Previously held non-executive roles with ASX-listed resource company Titan Minerals Limited (ASX:TTM) • Jeremy Robinson – Proposed Non-Executive Director Mr Robinson is Commerce’s interim President and CEO having been a Non-Executive Director of Commerce since 2013. Mr Robinson will resume his position as Non-Executive Director upon the appointment of a new Merged Group CEO. Mr Robinson is an experienced resources executive with 20 years of experience in the industry ranging from Business Development to Managing Director positions, specifically focusing on critical minerals including rare earths. Mr Robinson is currently Non-Executive Director at RareX Limited (ASX:REE), Cosmos Exploration Limited (ASX:C1X,Kincora Copper Limited (ASX:KCC), Brazilian Critical Minerals Limited (ASX:BCM) and Ardiden Limited (ASX:ADV). • Adam Ritchie – Proposed Non-Executive Director Mr Ritchie has over 20 years’ experience in the resources industry and has been heavily focused on project delivery in senior positions for many of Australia’s best performing companies in the mining and minerals sector including Pilbara Minerals, FMG, Rio Tinto and BHP. Mr Ritchie is known for delivering complex projects with a particular focus on high-value mineral processing assets and is recognised for his contributions to major Australian Lithium and Iron Ore projects, delivering across all project stages. Mr Ritchie is the Managing Director of Loyal Lithium (ASX:LLI) an ASX listed North American focused battery minerals company with hard rock lithium assets in Quebec, Canada. In addition, it is expected that a new CEO and President will be on or around the completion of the Transaction to replace interim Commerce CEO and President, Jeremy Robinson who will transition to a non-executive Director of the Merged Group. 11 ASX: MRZ BOARD OF DIRECTORS’ RECOMMENDATION The Transaction is unanimously recommended by the board of directors of both Mont Royal and by Commerce following unanimous recommendation by Commerce’s special committee of independent directors. The board of directors of Commerce has received an opinion from Evans & Evans that based upon and subject to the assumptions, limitations, and qualifications stated, the Offer Consideration to be received by Commerce shareholders pursuant to the Transaction is fair, from a financial perspective to Commerce shareholders. Full details of the Transaction, including the opinion from Evans & Evans will be part of Commerce Circular. The Directors of Mont Royal holding 6.6% of Mont Royal Shares intend to vote all Mont Royal Shares held or controlled by them in favour of the Transaction. A number of Mont Royal major shareholders, representing 18.5% of Mont Royal Shares, have also entered into VSA’s to vote in favour of the Transaction at the MRZ shareholder meeting. 5 Commerce’s major shareholders, directors and senior officers of Commerce, representing, in the aggregate, approximately 21.8% of Commerce Shares, have entered into voting support agreements with Mont Royal, pursuant to which each of them has agreed to, among other things, vote in favour of the Transaction at the Commerce Meeting. INDICATIVE TIMETABLE AND NEXT STEPS Mont Royal and Commerce shareholders do not need to take any actions in relation to the Transaction at this stage. The indicative timetable for the Transaction is as follows: Event Date Dispatch Mont Royal Notice of Meeting Late May 2025 Lodge Mont Royal Prospectus with ASIC and ASX Late May 2025 Prospectus offer opens Early June 2025 Mont Royal Meeting Proxy Cut-Off Record Date for Mont Royal Meeting Prospectus offer closes Mont Royal shareholder meeting and effective date of Consolidation Settlement date of offer Completion of the Transaction Despatch of holding statements for Mont Royal shares Expected date for Mont Royal shares to be reinstated to trading on ASX Early June 2025 Mid July 2025 Mid July 2025 Late July 2025 Late July 2025 Late July 2025 Late July 2025 All dates are indicative only and subject to change, necessary approvals and court availability. Mont Royal Shares owned or controlled by Vision Pty Ltd (6,710,000, (7.89%); Metech Super Pty Ltd (2,000,000 (2.35%); Bass Family Foundation Pty Ltd (1,300,000 (1.52%), Blue Atlas Pty Ltd (1,093,750, 1.28)%) and Quartz Mountain Mining Pty Ltd (1,000,000. 1.17%)) and SML Contracting Pty Ltd (3,673,059, 4.31%). % interests are based on the undiluted share capital