• CZR received non-binding, indicative and conditional offer from Gold Valley to acquire all CZR shares for $0.31 per share
• CZR Board does not consider Gold Valley proposal superior to Fenix's offer
• CZR Directors unanimously recommend shareholders accept Fenix's offer

CZR Resources Ltd (ASX: CZR) announced that it had 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 the Bid Implementation Agreement between CZR and Fenix Resources Ltd (Fenix). The CZR Board has concluded that the terms of the Gold Valley proposal do not currently constitute a superior proposal compared to the Fenix offer. The reasons cited include the conditional and non-binding nature of the Gold Valley proposal, the uncertainty around Gold Valley's ability to fund the proposed cash consideration, and the requirement for CZR to terminate its existing agreement with Fenix. The CZR directors continue to unanimously recommend that all CZR shareholders accept the Fenix offer, in the absence of a superior proposal. CZR shareholders are encouraged to accept the Fenix offer before the deadline to receive the increased offer consideration.