Mont Royal Resources (ASX: MRZ) and Commerce Resources (TSXV: CCE) have announced a definitive agreement to merge, creating a new Canadian-focused critical metals company. Under the proposed plan of arrangement, Mont Royal will acquire 100% of Commerce Resources’ outstanding common shares. The merged entity aims for a dual listing on the ASX and TSXV, expanding its investor base and access to capital.
The combined entity will boast a strong portfolio of assets, primarily located in Quebec. Commerce’s flagship Ashram Rare Earth and Fluorspar Deposit, the largest monazite-dominant carbonatite-hosted REE deposit in North America, will be a key asset. Ashram hosts an Indicated Resource of 73.2Mt at 1.89% REO and 6.6% CaF2, and an Inferred Resource of 131.1Mt at 1.91% REO and 4.0% CaF2. The Eldor Property’s niobium assets further enhance the portfolio, alongside Mont Royal’s Northern Lights lithium, copper, and gold exploration projects.
The transaction is conditional upon Mont Royal raising a minimum of A$8.0 million to A$10.0 million through a capital raising, to fund resource growth at Ashram, advance the niobium assets, and progress exploration at Northern Lights. Post-transaction, Mont Royal shareholders will own 14.7% of the merged group, while Commerce shareholders will hold 85.3%.
The merger is also subject to approvals from the Supreme Court of British Columbia, shareholders of both companies, completion of the capital raising, and other customary conditions. Major shareholders of both companies have entered into voting support agreements, demonstrating confidence in the transaction.
Directors anticipate completion in late July 2025. Upon completion, 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.
Mont Royal intends to consolidate its existing shares on a 0.2195 for 1 basis, contingent upon shareholder approval.
