Fenix Resources (FEX) M&A Announcement summary

Deal rationale and strategic fit

• The all-scrip offer creates a leading, fully integrated iron ore producer and logistics provider in Western Australia, combining proven mine-to-port operations with substantial Pilbara and Mid-West assets.

• The transaction leverages Fenix's logistics and operational expertise to accelerate the development of Robe Mesa and other assets, unlocking significant value for shareholders.

• The combined group will benefit from a highly experienced board and management team, with major shareholder Mark Creasy becoming a significant shareholder.

• The merger provides shareholders with exposure to a broader, diversified portfolio, including gold, vanadium-titanium, and revenue-generating iron ore assets.

• The deal positions the combined entity as a new Western Force in iron ore, enhancing market presence and growth potential.

Financial terms and conditions

• The offer is an all-scrip, off-market takeover: CZR shareholders receive 0.85 Fenix shares per CZR share (implied $0.26 per share), increasing to 0.98 Fenix shares ($0.30 per share) if 75% acceptance is reached by 21 March 2025.

• The implied CZR equity value ranges from $61.4 million to $70.8 million, representing up to a 53% premium to recent VWAPs.

• Pro forma market capitalisation of the combined group is $287 million, with 942.4 million shares outstanding.

• Fenix will provide CZR with a $2.4 million unsecured loan facility for working capital, repayable under specified conditions.

• A $650,000 break fee is payable by CZR to Fenix under certain circumstances.

Synergies and expected cost savings

• Integration leverages Fenix's established logistics, port, and mining businesses to unlock value and deliver cost efficiencies at Robe Mesa and other assets.

• Fenix's logistics and haulage capabilities are anticipated to materially reduce operational costs at Robe Mesa, targeting sub-AUD 50 FOB C1 cash costs.

• The combined logistics infrastructure is expected to support growth to 10 million tonnes per annum and enable servicing of other bulk commodities.

• The group will benefit from reduced funding, development, and execution risk, leveraging Fenix's cash position and operational track record.

• Low-cost haulage and proven operational systems are expected to deliver production expansion and cost efficiencies.