TRANSFORMATIONAL TAKEOVER CREATING A NEW WESTERN FORCE IN IRON ORE

Fenix’s proven Mid-West operational excellence matched with CZR’s large-scale Pilbara assets creates a significant, fully integrated WA iron ore business backed by CZR’s largest shareholder Mark Creasy¹

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HIGHLIGHTS

  • Fenix Resources Limited (ASX:FEX) (Fenix) is pleased to announce it has entered a binding Bid Implementation Agreement with CZR Resources Limited (ASX:CZR) (CZR) pursuant to which Fenix will make an all-scrip off-market takeover offer to acquire up to 100% of the issued shares in CZR (the Proposed Acquisition).
  • CZR Shareholders will be entitled to receive 0.85 Fenix Shares for every CZR Share at an implied value of $0.26² per CZR Share (Base Offer Consideration), increasing to receive 0.98 Fenix Shares for every CZR Share held at an implied value of $0.30³ per CZR Share (Increased Offer Consideration) if Fenix acquires a 75% relevant interest in CZR Shares on or before 7:00pm (AEDT) on 21 March 2025.
  • Based on Fenix’s last closing price on 24 February 2025 of $0.305, the implied value of the Base Offer Consideration represents an attractive premium of 27% to the 10-day VWAP of CZR Shares of $0.205, 33% to the 30-day VWAP of CZR Shares of $0.195, and 32% to the 60-day VWAP of CZR Shares of $0.197.
  • Should the conditions be met to achieve the Increased Offer Consideration, the implied premium increases to 46% to the 10-day VWAP of CZR Shares of $0.205, 53% to the 30-day VWAP of CZR Shares of $0.195, and 52% to the 60-day VWAP of CZR Shares of $0.197.
  • CZR Directors unanimously recommend that all CZR shareholders accept Fenix’s Offer, and the CZR Directors have committed to accept, or procure the acceptance of, Fenix’s Offer in respect of all CZR shares held or controlled by them, in each case, in the absence of a superior proposal.
  • CZR’s controlling shareholder Mark Creasy (together with his associates, the Creasy Group) has provided Fenix with an intention statement confirming that the Creasy Group intends to accept Fenix’s Offer, in the absence of a superior proposal. The Proposed Acquisition will 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 pro forma Fenix combined entity (Combined Group) will benefit from Fenix’s demonstrated operational expertise and profitability across its mining, logistics and port businesses and CZR’s 85% interest⁴ in the substantial Robe Mesa Iron Ore project and plans for securing approvals to construct bulk loading facilities for the export or iron ore at the existing Port of Ashburton, Onslow.
  • Fenix’s vertically integrated ‘mine-to-port’ business model is expected to have profound value-creative implications for CZR shareholders when deployed at the Robe Mesa Iron Ore Project.
    • Westmine, a wholly owned subsidiary of Fenix responsible for all mining operations, has a strong history of operational excellence and efficiency in iron ore mining which would serve to underpin mining operations, when replicated at the Robe Mesa Iron Ore Project.
    • Newhaul Road Logistics’ best-in-class haulage capabilities can provide a substantial economic benefit at the Robe Mesa Iron Ore Project.
    • Newhaul Port Logistics’ top-tier operations at the Port of Geraldton provide CZR shareholders and key stakeholders confidence Fenix’s capacity to deliver at the Port of Ashburton.

1 The Creasy Group (representing 52.2% of all CZR Shares) has provided Fenix with an intention statement confirming that the Creasy Group intends to accept the Offer, in the absence of a superior proposal.
2 Based on Fenix’s last closing price on 24 February 2025 of $0.305.
3 Based on Fenix’s last closing price on 24 February 2025 of $0.305.
4 CZR’s major shareholder and joint venture partner, the Creasy Group, holds the remaining 15%.