CZR Resources Proposes $44.8 Million All-Scrip Takeover of Zuleika Gold

Premium Offer for Zuleika Gold

CZR Resources (ASX:CZR) has tabled a recommended off-market takeover bid for Zuleika Gold (ASX:ZAG), valuing the gold explorer at approximately $44.8 million. The all-scrip offer proposes 0.1742 CZR shares for each Zuleika share, implying a price of $0.0427 per Zuleika share based on CZR's 30-day volume weighted average price (VWAP) up to 17 June 2026.

This offer price represents a significant premium of 32.9% over Zuleika's VWAP during the reference period, and a 42.3% premium to its last closing price on 25 June 2026. Premiums calculated against CZR and Zuleika's 30-day VWAPs and last closing prices range from 16.1% to 32.9%, underscoring the offer's attractiveness to Zuleika shareholders.

Strategic Merger of Complementary Assets

The merger aims to unite two companies with complementary portfolios focused on Western Australia’s prolific mineral provinces. CZR’s assets include the advanced Croydon gold and copper project in the Pilbara, alongside iron ore and base metals prospects at Yarrie and Yarraloola. Zuleika brings a strong foothold in the Eastern Goldfields with tenure across the Zuleika Shear and Credo projects, plus a substantial landholding in the Broad Arrow Mineral Field.

Combining these assets is expected to enhance operational capabilities across exploration, development, and mining, while delivering strategic regional diversification. The merged entity will also benefit from a broader commodity mix including gold, copper, iron ore, and vanadium.

Financial Strength and Cost Synergies

Both companies enter the transaction with robust balance sheets and cash reserves; CZR reported $66.9 million and Zuleika $40.7 million in cash and liquid investments as of 31 March 2026. The combined group’s cash position of over $107 million provides flexibility to fund ongoing projects and pursue new acquisitions without near-term capital raising.

Additionally, the merger is expected to reduce corporate overheads through streamlined governance and operational efficiencies, potentially unlocking value for shareholders.

Conditions and Governance Post-Merger

The offer is subject to several conditions, including a minimum acceptance threshold requiring CZR to secure a relevant interest in at least 90% of Zuleika shares and acquire at least 75% under the offer. Shareholder approval is also required under ASX Listing Rule 10.1 to acquire shares held by significant shareholders Yandal Investments and Ms Annie Guo, who is a director of both companies.

All outstanding Zuleika options and performance rights must be exercised or converted before the offer closes, with unexercised options to be exchanged for equivalent CZR options on adjusted terms. The offer excludes any material adverse change events or regulatory actions against Zuleika during the offer period.

Governance arrangements anticipate board representation from both companies, with CZR directors Russell Clark and Alex Neuling and Zuleika director Grant McEwen expected to play key roles. Ms Annie Guo will continue as a director on both boards.

Board Support and Next Steps

Both companies’ independent boards have unanimously recommended the transaction, subject to the absence of a superior proposal and favorable independent expert reports assessing fairness and reasonableness for shareholders.

Zuleika’s board members collectively control nearly 10% of its shares and have committed to accept the offer in the absence of better alternatives. CZR’s independent directors also intend to support the transaction, pending expert opinion.

The offer is scheduled to open on 19 August 2026, with shareholder meetings and dispatch of bidder and target statements planned in the weeks prior. The offer is set to close on 28 September 2026, though extensions are possible.

This deal follows CZR’s recent leadership changes, including the appointment of Milan Jerkovic as acting CEO and Alex Neuling as an independent director, positioning the company for growth through strategic acquisitions and exploration progress at Croydon and other projects CZR leadership changes. CZR’s exploration efforts at Croydon have revealed significant gold mineralisation, supporting the rationale for expanding its portfolio with Zuleika’s assets Expanding gold system at Croydon. The combined entity will likely leverage these strengths to accelerate exploration and development in Western Australia’s key mining regions.