72.45% voting power and a $15 million buy-back at stake

CZR fixes Zuleika consideration at 0.1742 shares

CZR Resources Ltd (ASX:CZR) has put a ceiling on its takeover bid for Zuleika Gold Limited (ASX:ZAG), declaring the offer of 0.1742 CZR shares for each Zuleika share “best and final” as to consideration. The company said it will not increase the number of CZR shares offered unless a competing proposal emerges.

The declaration comes after CZR reported voting power of 72.45% in Zuleika as at 14 October. The offer is due to close at 5:00pm AWST on 6 November, unless extended, giving remaining Zuleika shareholders a defined window to decide whether to accept the fixed terms.

Takeover support and buy-back remain linked

Zuleika’s independent board unanimously recommends acceptance and intends to accept, or procure acceptance of, shares it or its associates own or control, subject to the absence of a superior proposal and the independent expert not changing its conclusion that the offer is not fair and not reasonable. The recommendation is a key support for the bid, but does not itself remove the offer’s remaining conditions.

The structure sits alongside CZR’s proposed $15 million buy-back, which was previously framed as part of the company’s plan if the Zuleika transaction clears. That earlier plan would use an equal access buy-back first, followed by an on-market buy-back, subject to shareholder approval and the other conditions set out in the supplementary notice. CZR’s $15 million buy-back proposal was previously reported as dependent on the takeover succeeding and shareholder approval.

Shareholder positions sharpen the 23 October vote

CZR said Yandal Investments and Annie Guo have confirmed they do not intend to participate in the buy-back. Yandal will also abstain from voting on all resolutions at the 23 October shareholder meeting. The announcement does not disclose how many shares the buy-back would ultimately retire, its pricing or the timing of any implementation.

The company says the combined group would have stronger financial flexibility, lower corporate costs and complementary exploration, development and mining capabilities across Western Australia. Those are stated benefits of the proposed merger, rather than outcomes demonstrated by this announcement; the immediate test is whether shareholders approve the buy-back resolutions while CZR continues to press toward control of Zuleika.