Second Supplementary Target's Statement

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Stock CZR Resources Ltd (CZR.ASX)
Release Time 21 Mar 2025, 7:14 p.m.
Price Sensitive Yes
 CZR Receives Non-Binding Offer from Robe River JV
Key Points
  • CZR receives unsolicited, non-binding proposal from Robe River JV to acquire Robe Mesa Iron Ore project for $75 million
  • CZR Board deems Robe River JV proposal a 'Potential Competing Proposal' that could lead to a 'Superior Proposal'
  • CZR to engage with Robe River JV while continuing to unanimously recommend Fenix's takeover offer
Full Summary

CZR Resources Ltd (ASX: CZR) has announced that it has received an unsolicited, confidential, non-binding and conditional proposal from the participants in the Robe River Iron Associates Joint Venture (Robe River JV) to acquire CZR's interest in the tenements comprising the Robe Mesa Iron Ore project for cash consideration of A$75 million. The Robe River JV Proposal is subject to several conditions, including due diligence access, satisfactory due diligence, negotiation and execution of asset sale agreements, receipt of required third party and regulatory approvals, and CZR shareholder approval. Based on the information provided in the Robe River JV Proposal, the CZR Board has determined in good faith, after consultation with its external legal advisors, that the proposal is a Potential Competing Proposal that could reasonably be expected to lead to a Superior Proposal if it were to be proposed. Accordingly, the CZR Board has determined that the fiduciary exception applies and CZR intends to engage with Robe River JV in relation to the proposal.However, while CZR engages with Robe River JV, the CZR directors continue to unanimously recommend that all CZR shareholders ACCEPT Fenix's takeover offer, in the absence of a Superior Proposal. CZR directors holding CZR shares have already accepted Fenix's offer. As at the date of the announcement, other than the Gold Valley Proposal and the Robe River JV Proposal, no other bona fide alternative or competing proposal to the Fenix offer has been made, and there is no certainty that any Superior Proposal will emerge.