CZR Resources Ltd (ASX:CZR) has unanimously recommended that its shareholders approve a binding offer from the Robe River Joint Venture (RRJV) to acquire CZR’s interest in the Robe Mesa Iron Ore Project tenements for A$75 million in cash. The RRJV comprises North Mining Limited (a wholly-owned subsidiary of Rio Tinto Limited), Robe River Mining Co Pty Ltd (60% owned by Rio Tinto Limited and 40% by Mitsui Iron Ore Development), and Mitsui Iron Ore Development Pty Ltd. This decision follows Fenix Resources Ltd’s decision not to revise its takeover offer, triggering the termination of the bid implementation agreement between CZR and Fenix.
The transaction involves a sale and purchase agreement, a working capital loan facility of $3.85 million from RRMC to CZR’s subsidiary Zanthus Resources Pty Ltd secured against exploration license E08/1686, and a release deed waiving rights related to the Yarraloola Joint Venture Agreement. CZR’s board has determined that the RRJV’s cash offer is a superior proposal compared to the all-scrip Fenix Offer (0.85 FEX shares for every 1 CZR share), citing a significant premium and the ability to develop retained projects without dilutive capital raisings.
After tax, CZR estimates it will have approximately $68 million available to develop its retained projects, which include the Ashburton Link, the Croydon Gold Project, and the Buddadoo project. The board has withdrawn its previous recommendation for the Fenix Offer, advising shareholders not to accept it, which will incur a break fee of $650,000 payable to Fenix. CZR’s largest shareholder, the Creasy Group, intends to vote in favor of the RRJV transaction.
The general meeting to seek shareholder approval for the RRJV Transaction will be held on or by 30 May 2025. The transaction is subject to several conditions, including FIRB approval and ministerial consent. ASX has determined that Listing Rule 11.2 applies, requiring CZR to demonstrate sufficient operations and financial condition to warrant continued listing. RRJV has paid a non-refundable exclusivity fee of $650,000, which will be applied towards the purchase price upon completion.