• Fenix to acquire up to 100% of CZR in an all-scrip transaction
• Combination creates a leading, fully integrated WA iron ore business
• Fenix's proven operational expertise to unlock value at CZR's Robe Mesa project

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. Fenix will make an off-market takeover offer to acquire 100% of CZR shares, 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 by 21 March 2025 (Increased Offer Consideration). The offer represents a premium of up to 53% to CZR's recent trading prices. The CZR Board unanimously recommends the offer, and CZR's controlling shareholder Mark Creasy has provided an intention statement to accept the offer. The Proposed Acquisition will position Fenix as a leading, fully integrated iron ore producer and logistics provider, benefiting from Fenix's operational expertise and CZR's substantial Robe Mesa Iron Ore project in the Pilbara. Fenix will provide CZR with a $2.4 million loan facility to assist with working capital, and the Miracle Iron transaction has been terminated.

The combination of Fenix and CZR will create a significant, fully integrated WA iron ore business with operations spanning the Pilbara and Mid-West regions. Fenix's proven operational expertise and financial strength are expected to unlock material value at CZR's Robe Mesa Iron Ore project.