CZR Resources Ltd (ASX: CZR) has unanimously recommended that its shareholders approve a A$75 million cash offer from the Robe River Joint Venture (RRJV) for its Robe Mesa Iron Ore Project tenements. This decision follows a determination by the CZR Board that the RRJV’s offer is a superior proposal compared to the takeover offer from Fenix Resources Ltd (Fenix). Fenix has since advised that it will not revise its offer.
The RRJV, comprising North Mining Limited (a Rio Tinto subsidiary), Robe River Mining Co Pty Ltd (60% Rio Tinto, 40% Mitsui Iron Ore Development), and Mitsui Iron Ore Development Pty Ltd, will acquire CZR’s interest in tenements M08/519, M08/533, E08/1060, E08/1686, and E08/2137. The deal includes a $650,000 non-refundable exclusivity fee. CZR has entered into a sale and purchase agreement, a $3.85 million working capital loan facility agreement secured by exploration licence E08/1686, and a release deed waiving rights under the Yarraloola Joint Venture Agreement. CZR’s largest shareholder, Mark Creasy, intends to vote in favor of the RRJV transaction.
The CZR Board has withdrawn its recommendation for the Fenix Offer, advising shareholders to reject it. This decision triggers a $650,000 break fee payable to Fenix. The Board cited the RRJV’s all-cash offer, a significant premium to Fenix’s all-scrip offer, and the opportunity to retain value in CZR’s other projects as key factors. The post-tax cash from the RRJV deal, estimated at $68 million, will enable CZR to develop its retained projects without dilutive capital raisings and reduce exposure to volatile markets.
CZR will retain its Ashburton Link interest, the Croydon Gold Project, the Buddadoo project, and the Shepherd’s Well and Yarrie exploration projects. Shareholder approval for the RRJV Transaction will be sought at a general meeting on or before 30 May 2025. The ASX has determined that Listing Rule 11.2 applies to the transaction, requiring CZR to demonstrate sufficient ongoing operations and financial condition to maintain its listing.
