Zuleika Gold Offer Declared Best and Final by CZR With 72.45% Voting Power
Key Takeaways
- CZR has declared its offer of 0.1742 CZR Shares per Zuleika Share best and final, with no increase unless a competing proposal emerges.
- CZR already holds 72.45% voting power in Zuleika as at 14 October 2026, leaving control effectively settled.
- The offer closes at 5:00pm AWST on Friday 6 November 2026 unless extended.
- The independent Zuleika Board unanimously recommends acceptance, subject to no superior proposal and the independent expert not changing its not fair and not reasonable conclusion.
- Zuleika holders may join CZR's $15,000,000 buy-back, but price, timing and structure have not been disclosed.
CZR declares Zuleika Gold offer best and final with 72.45% voting power
CZR Resources Ltd (ASX: CZR) has declared its off-market takeover bid for all fully paid ordinary shares in Zuleika Gold Limited (ASX: ZAG) “best and final as to consideration.” The Zuleika Gold takeover offer stands at 0.1742 CZR Shares for every one (1) Zuleika Share.
CZR said 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, as set out in the Bidder’s Statement dated 20 August 2026. For you as an investor, a declared final price means the terms are now fixed unless a rival bid appears, and the voting power figure shows how much of Zuleika CZR already holds.
Offer terms at a glance
| Term | Detail |
|---|---|
| Consideration | 0.1742 CZR Shares for every one (1) Zuleika Share |
| Status | Declared best and final as to consideration |
| CZR voting power in Zuleika | 72.45% as at 14 October 2026 |
| Closing Date | 5:00pm (AWST), Friday 6 November 2026 (unless extended) |
| Bidder’s Statement date | 20 August 2026 |
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Five reasons Zuleika shareholders are urged to accept
The announcement lists five reasons to accept the offer:
- Independent Zuleika Board Recommendation: The independent Zuleika Board unanimously recommends acceptance and intends to accept, or procure acceptance, for any Zuleika Shares they or their associates own or control, in the absence of a superior proposal and subject to the Zuleika Independent Expert not changing its conclusion to the Offer being not fair and not reasonable to Zuleika Shareholders.
- Financial Strength and No Near-Term Capital Raising Requirements: The combined group would draw on both companies’ balance sheets and cash reserves, alongside a reduction in corporate costs.
- Enhanced Capabilities: The merger would combine “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, enabling operational efficiencies.
- Participation in CZR’s announced buy-back: Zuleika shareholders may take part in the buy-back, subject to conditions outlined below.
The announcement is the company’s own case for acceptance, so treat it as one side of the argument. It does not disclose financial figures, asset details or valuations.
CZR announcement, 15 October 2026
“CZR declares its Offer of 0.1742 CZR Shares for every one (1) Zuleika Share best and final as to consideration.”
Buy-back participation and what it means for investors
The $15,000,000 CZR buy-back
CZR announced a $15,000,000 buy-back offer on 7 October 2026. Zuleika shareholders would be able to participate if CZR obtains shareholder approval for the buy-back, the Offer is declared or becomes unconditional, and the offer consideration is issued to Zuleika shareholders.
The announcement does not disclose the buy-back price, timing or structure. Those details are worth checking in CZR’s separate announcement before you decide.
Educational: what “best and final” means in a takeover
A “best and final” declaration means the bidder commits not to raise the price it is offering. It gives shareholders certainty about what they will receive and encourages them to decide before the offer closes.
The commitment is not absolute here. CZR kept the caveat “in the absence of a competing proposal,” so a rival bid could change the picture.
An off-market takeover bid is made directly to shareholders rather than through the share market. You must accept the offer to participate.
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How to accept before 6 November 2026
Zuleika shareholders can accept in three ways:
- Online: Use the Automic portal, selecting “ZAGTKO – Zuleika Gold Takeover Offer”, with your Securityholder Reference Number (SRN) or Holder Identification Number (HIN).
- Acceptance Form: Complete, sign and return your personalised Acceptance Form to the address on the form before the Closing Date.
- CHESS holders: If your HIN starts with an “X”, instruct your controlling participant (normally your broker) to accept on your behalf.
The offer is due to close at 5:00pm (AWST) on 6 November 2026, unless extended. For further enquiries, contact Milan Jerkovic, Acting CEO, CZR Resources Ltd, on +61 8 9468 2050.
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