CZR Resources Declares Zuleika Bid Best and Final With 72% Voting Power
Key Takeaways
- CZR has declared its Zuleika Gold offer of 0.1742 CZR Shares per Zuleika Share best and final, ruling out any increase unless a competing proposal emerges.
- CZR already held 72.45% voting power in Zuleika as at 14 October 2026, so remaining holders are deciding whether to join a majority-controlled group.
- The offer closes at 5:00pm AWST on Friday, 6 November 2026, unless extended.
- The independent Zuleika Board unanimously recommends acceptance, but only while the Independent Expert does not conclude the offer is not fair and not reasonable.
- Accepting holders may gain access to CZR's $15,000,000 buy-back announced 7 October 2026, though the announcement gives no price, share count or timetable and no implied offer value.
CZR declares Zuleika Gold takeover offer best and final
CZR Resources (ASX: CZR) has declared its off-market takeover bid for Zuleika Gold Limited (ASX: ZAG) “best and final as to consideration”, according to an announcement dated 15 October 2026. The Zuleika Gold takeover offer is 0.1742 CZR Shares for every one (1) Zuleika Share.
CZR stated there will be no increase in the number of CZR Shares offered, in the absence of a competing proposal. As at 14 October 2026, CZR had voting power in Zuleika of 72.45%.
The offer is due to close at 5:00pm (AWST) on Friday, 6 November 2026, unless extended. For remaining Zuleika holders, the best and final declaration sets a clear decision point ahead of that date.
The announcement does not disclose an implied offer value, a premium or a CZR share price.
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Five reasons Zuleika shareholders are urged to accept
CZR set out five reasons it says Zuleika shareholders should accept. Here is how they break down:
- Independent Zuleika Board Recommendation: The independent Zuleika Board unanimously recommends acceptance. It intends to accept, or procure acceptance, for any Zuleika Shares it or its associates own or control, in the absence of a superior proposal.
- Financial Strength and No Near-Term Capital Raising Requirements: The combined group would draw on both companies’ balance sheets and cash reserves to fund existing projects and pursue new investment or acquisition opportunities, with a reduction in corporate costs.
- Enhanced Capabilities: CZR says the merger combines highly complementary assets and expertise across exploration, development and mining operations.
- Strategic Regional Presence and Commodity Diversification: All projects of the combined group are located in Western Australia, which CZR says enables significant operational efficiencies.
- Participation in CZR’s announced buy-back: This applies if CZR obtains shareholder approval for the buy-back and the Offer is declared or becomes unconditional and the offer consideration is issued.
The Board’s recommendation is subject to one condition worth noting. It holds only if the Zuleika Independent Expert does not change its conclusion to the Offer being not fair and not reasonable.
| Reason | What CZR says it means |
|---|---|
| Board recommendation | Unanimous support from the independent Zuleika Board, absent a superior proposal |
| Financial strength | Combined balance sheets and cash reserves, plus reduced corporate costs |
| Enhanced capabilities | Complementary assets and expertise |
| Regional presence | All projects in Western Australia |
| Buy-back participation | Access to the $15,000,000 CZR buy-back announced on 7 October 2026, if conditions are met |
The announcement does not state a buy-back price, share count or timetable.
Understanding an off-market takeover and “best and final”
A few terms matter when weighing up the offer:
- Off-market takeover bid: A direct offer to shareholders to exchange their shares. Here, holders would receive CZR Shares (scrip) rather than cash.
- “Best and final”: A commitment not to raise the consideration, in the absence of a competing proposal. It limits the bidder’s flexibility, so holders should not expect a sweetened offer unless a rival emerges.
- Voting power: At 72.45%, CZR already controls most of the votes in Zuleika. Remaining holders are deciding whether to join a company that is already majority-controlled by the bidder.
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How to accept and key dates
Closing Date
The Offer will close at 5:00pm (AWST) on Friday, 6 November 2026.
Zuleika shareholders have three ways to accept:
- Online: Visit the Automic portal and select “ZAGTKO – Zuleika Gold Takeover Offer”.
- Acceptance Form: Complete and sign the personalised form and return it to the address on the form before the Closing Date. An online Automic Share Registry account is needed to access it.
- CHESS holders: If your Holder Identification Number starts with an “X”, instruct your controlling participant (normally your broker) to accept on your behalf before the Closing Date.
For enquiries, contact Milan Jerkovic, Acting CEO, CZR Resources Ltd, on +61 8 9468 2050.
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