Commerce Resources Corp. has entered into a definitive arrangement agreement with Mont Royal Resources Limited to combine their respective businesses in a merger transaction, pursuant to which Mont Royal has agreed to acquire 100 percent of the issued and outstanding common shares of Commerce.

This deal will create a Québec-focused critical minerals explorer and developer through the combination of Commerce's Ashram Rare Earths and Fluorspar Project (the "Ashram Project") and Eldor Niobium exploration project (the "Eldor Niobium Project") and Mont Royal's Northern Lights Lithium Project (the "Northern Lights Project").

Commerce has engaged Evans & Evans, who has provided a fairness opinion in respect of the transaction, Osler, Hoskin & Harcourt LLP as Canadian legal advisor and Hamilton Locke as Australian legal advisor and Wallabi Group Pty Ltd as financial advisor.

The transaction closed on October 22, 2025.