• Fenix to make an all-scrip off-market takeover offer to acquire up to 100% of CZR
• CZR shareholders to receive 0.85-0.98 Fenix shares per CZR share, representing a 27-53% premium
• Combined entity to benefit from Fenix's operational expertise and CZR's Pilbara assets

Fenix Resources Limited (ASX:FEX) and CZR Resources Limited (ASX:CZR) have reached an agreement for Fenix to acquire CZR in an all-scrip transaction. The combination will create a large-scale, diversified iron ore mining and logistics business operating in both the Mid-West and Pilbara regions of Western Australia. Under the agreement, Fenix will make an off-market takeover offer to acquire up to 100% of the shares in CZR, with CZR shareholders entitled to receive 0.85 Fenix shares per CZR share (Base Offer Consideration), increasing to 0.98 Fenix shares per CZR share if Fenix acquires a 75% relevant interest in CZR by 21 March 2025 (Increased Offer Consideration). The offer represents a 27-53% premium to CZR's recent trading prices. The combined entity will benefit from Fenix's demonstrated operational expertise and profitability across its mining, logistics and port businesses, as well as CZR's substantial Robe Mesa Iron Ore project in the Pilbara. Fenix's vertically integrated 'mine-to-port' business model is expected to unlock significant value for CZR shareholders when deployed at the Robe Mesa project. The transaction has the unanimous support of the CZR Board and its major shareholder, the Creasy Group, which holds a 52.2% stake in CZR.

The acquisition of CZR is expected to position Fenix as a leading, fully integrated, large-scale iron ore producer and logistics provider in Western Australia, with operations spanning across the Pilbara and Mid-West regions. The combined entity will have interests in projects with Mineral Resources of approximately 140 million tonnes of iron ore, providing an immediate opportunity to develop large-scale low-cost iron ore production in Western Australia.