• Gold Valley proposes to acquire all CZR shares for $0.31 per share
• Offer is non-binding, indicative and subject to conditions
• CZR Board does not consider the offer superior to Fenix's existing takeover bid

CZR Resources Ltd (ASX: CZR) has received an unsolicited, confidential, non-binding, indicative and conditional takeover proposal from Gold Valley Iron Ore Pty Ltd (Gold Valley) to acquire all CZR shares for cash consideration of $0.31 per CZR share via an on-market takeover bid. The Gold Valley proposal is subject to conditions including Gold Valley securing financing and the termination of CZR's existing Bid Implementation Agreement (BIA) with Fenix Resources Ltd. The CZR Board has concluded that the Gold Valley proposal does not currently constitute a superior proposal for the purposes of the BIA with Fenix. This is due to the conditional nature of the Gold Valley proposal, the lack of certainty around Gold Valley's ability to fund the cash consideration, and the requirement for CZR to terminate the binding BIA with Fenix. The CZR Board continues to unanimously recommend that CZR shareholders accept Fenix's existing takeover offer, which provides an increased offer consideration of 0.98 Fenix shares for every CZR share held.