CZR RESOURCES LTD — Share Issue/Capital Change 2021

Nov 8, 2021

Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Announcement Summary

Entity name

CZR RESOURCES LTD

Date of this announcement

Tuesday November 09, 2021

The +securities the subject of this notification are: Other

Total number of +securities to be issued/transferred

		Total number of
ASX +security		+securities to be
code	Security description	issued/transferred	Issue date
New class - code	Managing Director Incentive Performance Options	40,000,000	09/11/2021
to be confirmed	Exercisable@$0.000001, Expiry 9/11/25
New class - code	Managing Director Incentive Options A	10,000,000	09/11/2021
to be confirmed	Exercisable@$0.016, Expiry 9/11/25
New class - code	Managing Director Incentive Options B	10,000,000	09/11/2021
to be confirmed	Exercisable@$0.031, Expiry 9/11/25
New class - code	Consultancy Options Exercisable@$0.000001,	5,000,000	09/11/2021
to be confirmed	Expiry 9/11/24

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted E it S iti

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 1 - Entity and announcement details

1.1 Name of entity

CZR RESOURCES LTD

We (the entity named above) give notice of the issue, conversion or payment up of the following unquoted +securities.

1.2 Registered number type

ABN

Registration number

91112866869

1.3 ASX issuer code

CZR

1.4 The announcement is

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New announcement

1.5 Date of this announcement

9/11/2021

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Part 2 - Issue details

2.1 The +securities the subject of this notification are:

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Other

Please specify

Sign on incentive Options for the appointment of a Managing Director and Consultancy Options

2.2a This notification is given in relation to an issue of +securities in a class which is not quoted on ASX and which:

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does not have an existing ASX security code ("new class")

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Part 3C - number and type of +securities the subject of this notification (new class) where issue has not previously been notified to ASX in an Appendix 3B

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New +securities
ASX +security code +Security description
New class - code to be confirmed Managing Director Incentive Performance Options
Exercisable@$0.000001, Expiry 9/11/25
+Security type ISIN code
Options
Date the +securities the subject of this notification were issued
9/11/2021
Will all the +securities issued in this class rank equally in all respects from their issue date?
No
If some of the issued +securities do not rank equally:
Is the actual date from which the +securities will rank
equally (non-ranking end date) known?
No
Provide the estimated non-ranking end period
The Performance Options vest in tranches based upon various performance milestones (for details see ASX
Announcement dated 9 November 2021 titled "CZR Appoints Managing Director" located at https://www.czrresources.com
/asx-announcements/)
Please state the extent to which the +securities do not rank equally:
In relation to the next dividend, distribution or interest payment; or
For any other reason
Options issued in accordance with the Option Terms as noted in this appendix and upon exercise will rank equally with
fully paid ordinary shares
Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under
listing rule 6.1?
Yes
Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being
issued.
The Performance Options vest in tranches upon the completion of the vesting milestones (for details see ASX
Announcement dated 9 November 2021 titled "CZR Appoints Managing Director" located at https://www.czrresources.com
/asx-announcements/)
The Options will generally be forfeited and cancelled if the Managing Director ceases employment, except under certain
circumstances
The Options will vest automatically on a Change of Control Event
The Options have an exercise price of $0.000001 and expire on 9 November 2025
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Options Details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.00000000

Expiry date 9/11/2025

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option Other

Description

Fully Paid Ordinary Shares

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

See also ASX Announcement dated 9 November 2021 titled "CZR appoints Managing Director"

Issue details

Number of +securities

40,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

N/A

Purpose of the issue

Other

Additional Details

Once off Managing Director Incentive Performance Options

New +securities

ASX +security code

New class - code to be confirmed

+Security description

Managing Director Incentive Options A Exercisable@$0.016, Expiry 9/11/25

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+Security type

ISIN code

Options

Date the +securities the subject of this notification were issued

9/11/2021

Will all the +securities issued in this class rank equally in all respects from their issue date?

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No

If some of the issued +securities do not rank equally:

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

2 years of Continuous Employment by the Managing Director from 9 November 2021

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Options issued in accordance with the Option Terms as noted in this appendix and upon exercise will rank equally with fully paid ordinary shares

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The Options will not vest until the Managing Director has completed 24 months of continuous employment service and the Options can be exercised any time after vesting and will expire after 4 years from the Managing Director's Commencement Date which is 9 November 2021.

The Options have an exercise price of $0.016 (200% of the 5 day VWAP of the Company's shares prior to the Managing Director's Commencement Date - 9 November 2021

The Options will generally be forfeited and cancelled if the Managing Director ceases employment, except under certain circumstances

The Options will vest automatically on a Change of Control Event

Options Details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.01600000 9/11/2025

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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Description

Fully Paid Ordinary Shares

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

See also ASX Announcement dated 9 November 2021 titled "CZR appoints Managing Director"

Issue details

Number of +securities

10,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

N/A

Purpose of the issue

Other

Additional Details

Once off Managing Director Incentive Performance Options

New +securities

ASX +security code +Security description New class - code to be confirmed Managing Director Incentive Options B Exercisable@$0.031, Expiry 9/11/25 +Security type ISIN code Options

Date the +securities the subject of this notification were issued

9/11/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally:

Is the actual date from which the +securities will rank

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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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equally (non-ranking end date) known?

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No

Provide the estimated non-ranking end period

3 years of Continuous Employment by the Managing Director from 9 November 2021

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Options issued in accordance with the Option Terms as noted in this appendix and upon exercise will rank equally with fully paid ordinary shares

Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The Options will not vest until the Managing Director has completed 36 months of continuous employment service and the Options can be exercised any time after vesting and will expire after 4 years from the Managing Director's Commencement Date which is 9 November 2021.

The Options have an exercise price of $0.031 (400% of the 5 day VWAP of the Company's shares prior to the Managing Director's Commencement Date - 9 November 2021

The Options will generally be forfeited and cancelled if the Managing Director ceases employment, except under certain circumstances

The Options will vest automatically on a Change of Control Event

Options Details

+Security currency

AUD - Australian Dollar

Exercise price AUD 0.03100000

Expiry date 9/11/2025

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

Fully Paid Ordinary Shares

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

See also ASX Announcement dated 9 November 2021 titled "CZR appoints Managing Director"

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Issue details

Number of +securities

10,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

N/A

Purpose of the issue

Other

Additional Details

Once off Managing Director Incentive Performance Options

New +securities

ASX +security code

+Security description

New class - code to be confirmed Consultancy Options Exercisable@$0.000001, Expiry 9/11/24

+Security type ISIN code

Options

Date the +securities the subject of this notification were issued

9/11/2021

Will all the +securities issued in this class rank equally in all respects from their issue date? No

If some of the issued +securities do not rank equally:

Is the actual date from which the +securities will rank equally (non-ranking end date) known? No

Provide the estimated non-ranking end period

Definition of a JORC direct shipping iron ore reserve of greater 12 million tonnes, signed off by an independent consultant and at a risk level that is acceptable to the Board

Please state the extent to which the +securities do not rank equally: In relation to the next dividend, distribution or interest payment; or For any other reason

Options issued in accordance with the Option Terms as noted in this appendix and upon exercise will rank equally with fully paid ordinary shares

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Have you received confirmation from ASX that the terms of the +securities are appropriate and equitable under listing rule 6.1?

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Yes

Please provide a URL link for a document lodged with ASX setting out the material terms of the +securities being issued.

The Options will vest on the definition of a JORC direct shipping iron ore reserve of greater 12 million tonnes, signed off by an independent consultant and at a risk level that is acceptable to the Board. The Options will be forfeited and cancelled if the Consultancy Agreement is terminated. The Options will vest automatically on a Change of Control Event. The Options have an exercise price of $0.000001 and expire after 3 years

Options Details

+Security currency AUD - Australian Dollar

Exercise price Expiry date AUD 0.00000000 19/11/2024

Details of the existing class of +security that will be issued upon exercise or conversion of this new class of company option

Other

Description

Fully Paid Ordinary Shares

Any other information the entity wishes to provide about the +securities the subject of this notification

Please provide any further information needed to understand the circumstances in which you are notifying the issue of these +securities to ASX, including why the issue of the +securities has not been previously announced to the market in an Appendix 3B

Issue of Consultancy Options

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Issue details

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Number of +securities

5,000,000

Were the +securities issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

N/A

Purpose of the issue

Other

Additional Details

Consultancy Incentive Options

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Part 4 - +Securities on issue

Following the issue, conversion or payment up of the +securities the subject of this application, the +securities of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +Securities (Total number of each +class of +securities quoted)

	Total number of
ASX +security code and description	+securities on issue
CZR : ORDINARY FULLY PAID	3,486,323,277

4.2 Unquoted +Securities (Total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
CZRAC : OPTION EXPIRING 30-JUN-2022 EX 1.5C	268,500,000
CZRAE : OPTION EXPIRING 13-APR-2025 EX $0.0165	17,000,000
CZRAB : OPTION EXPIRING 29-JUN-2024 EX 2.16C	56,860,378
CZRAD : OPTION EXPIRING 18-SEP-2024 EX 3.18C	60,000,000
New class - code to be confirmed : Managing Director Incentive Performance Options	40,000,000
Exercisable@$0.000001, Expiry 9/11/25
New class - code to be confirmed : Managing Director Incentive Options A	10,000,000
Exercisable@$0.016, Expiry 9/11/25
New class - code to be confirmed : Managing Director Incentive Options B	10,000,000
Exercisable@$0.031, Expiry 9/11/25
New class - code to be confirmed : Consultancy Options Exercisable@$0.000001, Expiry	5,000,000
9/11/24

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Part 5 - Other Listing Rule requirements

5.1 Were the +securities issued under an exception in Listing Rule 7.2 and therefore the issue did not need any security holder approval under Listing Rule 7.1? No

5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? No

5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? Yes

5.2b.1 How many +securities are being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1?

65,000,000

5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A

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