CZR Resources Ltd (ASX: CZR) has received an unsolicited, non-binding, indicative takeover proposal from Gold Valley Iron Ore Pty Ltd, offering $0.31 cash per CZR share via an on-market takeover bid. This offer challenges the existing Bid Implementation Agreement (BIA) with Fenix Resources Ltd, announced on February 25, 2025. Gold Valley’s proposal is conditional on securing financing, terminating the Fenix BIA, and CZR releasing Gold Valley from standstill obligations. Gold Valley has offered a $2.5 million break fee if a binding offer isn’t made within five business days of CZR releasing it from standstill, provided Fenix hasn’t secured over 50% of CZR shares.
The CZR Board has determined that the Gold Valley proposal is not currently a superior proposal under the terms of the BIA, citing uncertainties around funding and the non-binding nature of the offer. The Board emphasizes that there is no certainty that Gold Valley will proceed with a takeover bid on the proposed terms. Unlike Fenix’s binding offer, Gold Valley reserves the right to alter the transaction structure and impose conditions. The CZR Board continues to recommend that shareholders accept Fenix’s offer, particularly to benefit from the increased offer consideration of 0.98 Fenix shares per CZR share, which requires Fenix to obtain a 75% relevant interest in CZR shares by 7:00 pm (AEDT) on Friday, March 21, 2025. CZR directors have committed to accept the Fenix offer for shares they control, absent a superior proposal. CZR has notified Fenix of the Gold Valley Proposal, in accordance with exclusivity arrangements within the BIA, which includes no-shop, no-talk, and no-due diligence restrictions.
