Commerce Resources announces 2025 Annual General and Special Meeting Results

Commerce Resources Corp. (“Commerce” or the “Company”) (TSXV: CCE, FSE: D7H0) is pleased to announce that, at the annual general and special meeting (the “Meeting”) of shareholders of the Company (“CCE Shareholders”) held earlier today, CCE Shareholders overwhelmingly voted in favour of approving the special resolution (the “Arrangement Resolution”) authorizing the previously announced plan of arrangement (the “Arrangement”) whereby Mont Royal Resources Limited (“MRZ”) will acquire all of the issued and outstanding common shares in the capital of the Company (the “CCE Shares”) and, in exchange, CCE Shareholders will receive 2.3721 common shares in the capital of MRZ (each, an “MRZ Share”) for each CCE Share held, on a pre-MRZ consolidation basis.

Assuming that all remaining approvals are obtained and all other remaining conditions precedent to the completion of the Arrangement are satisfied or waived, the Company anticipates that the Arrangement will be completed in or around late October 2025. Completion of the Arrangement remains subject to, among other things, satisfaction of all conditions precedent to the completion of the Arrangement, including the final approval of the Supreme Court of British Columbia and the approval for listing of the MRZ Shares on the TSXV and for reinstatement on the ASX. The hearing for the final order of the Supreme Court of British Columbia to approve the Arrangement is scheduled to take place on October 15, 2025. Further details regarding the Arrangement are set out in the Company Circular, which is available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

At the Meeting, the CCE Shareholders also elected Messrs. Jeremy Robinson, Ian Graham and Adam Ritchie as directors of the Company for the forthcoming year, and approved the reappointment of DeVisser Gray LLP, Chartered Professional Accountants, as the auditors of the Company for the fiscal year ending October 31, 2025, and authorized the directors of the Company to fix their remuneration.

About Commerce Resources Corp.

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. The Company is positioning 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 Ashram Property such as niobium and phosphate minerals, which may help advance Ashram by reducing costs through shared development.

For more information, please visit the corporate website at www.commerceresources.com or email info@commerceresources.com.

On Behalf of the Board of Directors

COMMERCE RESOURCES CORP.

Ian Graham Chairman
Tel: 604.484.2700
Email: info@commerceresources.com

Web: http://www.commerceresources.com

NT4