CZR RESOURCES LTD — Capital/Financing Update 2009

Aug 5, 2009

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Level 4/102 James St Northbridge Western Australia 6003

6 August 2009

PO Box 363 Northbridge Western Australia 6865 Phone : +61 8 9227 7766 Facsimile : +61 8 9227 1370 Website : www.coziron.com ACN : 112 866 869

Australian Stock Exchange Exchange Plaza 2 The Esplanade PERTH WA 6000

MEMORANDUM OF UNDERSTANDING BETWEEN COZIRON RESOURCES LIMITED (ASX CODES: CZR) AND NORTHSKY HOLDINGS PTY LTD

On 31 July 2009, the company entered into a Memorandum of Understanding (MOU) with Northsky Holdings Pty Ltd (Northsky). Under the MOU, the company is raising capital by way of private placement of 270 million new shares to raise $1,501,600 and a fully underwritten Rights Shares Issue of 15.4 millions to the rank pari passu with existing share holder to raise $77,000. The total number of new shares issue from this exercise will be 285.4 million shares

The New Shares Placement by Northsky, is subject the outcome of independent report and shareholders approval of which a shareholder meeting will called in due course, is to executed in three stages:

Stage 1: Northsky agrees to provide a loan of $42,000 to the company as convertible loan for 8.4 million new shares placement in the company at issue price of $0.005 per share.

Stage 2: Northsky makes second placement for 110 million of new shares at $0.005 for the company to raise $550,000 subject to due diligence report.

The Rights Shares Issue of 15.4 million shares to existing shareholder to rank pari passu with existing sholders to raise $ 77,000. This shall be fully underwritten by Richard Tan, the chairman of the Board.

Stage 3: Northsky, at is absolute discretion at any time within 1 year after the successful placement of the second stage, to make a third placement for 151.6 million new shares at issue price of $$0.006 for the company to raise $909,600.

Upon the completion of the above share placement, the company shall apply $600,000 of the capital raised for mining project in Indonesia to be introduced by Northsky.