CZR RESOURCES LTD — Share Issue/Capital Change 2022

Sep 15, 2022

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

Friday September 16, 2022

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	Employee Incentive Performance Options	7,500,000	16/09/2022
to be confirmed	Exercisable @$0.000001, Expiry 16 September
	2026

Refer to next page for full details of the announcement

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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

16/9/2022

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Part 2 - Issue details

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2.1 The +securities the subject of this notification are:

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Other

Please specify

Sign-on Incentive Options on the appointment of Employee

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 Employee Incentive Performance Options Exercisable
@$0.000001, Expiry 16 September 2026
+Security type ISIN code
Options
Date the +securities the subject of this notification were issued
16/9/2022
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 will vest in tranches upon various milestones:
Tranche1-1,500,000 Options Board Approved DFS For Robe Mesa, on or before 31 December 2022;
Tranche2-2,000,000 Options DFS Audited AISC below A$55/t for Robe Mesa;
Tranche3-2,000,000 Options Port Access Agreement to support the Life of Mine export schedule for Robe Mesa, as
defined in the DFS; and
Tranche4-2,000,000 Options All Heritage and Regulatory approvals received for the commencement of mining operations
at Robe Mesa.
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 Options 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 Options vest in tranches based upon various milestones and only after the Employee has completed 12 months of
continuous employment service from 1 July 2022.
In the event that a greater than 50% interest in the Robe Mesa Project is transacted to a third party, subject to the terms of
the Zanthus Resources Pty Ltd Joint Venture Agreement, Board approval any required regulatory approvals, tranches 1 to
4 above will vest.
The Options will generally be forfeited and cancelled if the Employee ceases employment, except under certain
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Notification of Issue, Conversion or Payment up of Unquoted Equity Securities

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circumstances

The Options will vest automatically on a Change of Control Event

The Options have an exercise price of $0.000001 and expire on 16 September 2026

Options Details

+Security currency Exercise price Expiry date AUD - Australian Dollar AUD 0.00000000 16/9/2026

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 Nil

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

N/A

Issue details

Number of +securities

7,500,000

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

Employee Sign-on Incentive Performance 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
CZRAJ : OPTION EXPIRING 22-MAR-2026 EX $0.000001	18,500,000
CZRAK : OPTION EXPIRING 22-MAR-2026 EX $0.016	7,000,000
CZRAL : OPTION EXPIRING 22-MAR-2026 EX $0.031	7,000,000
CZRAE : OPTION EXPIRING 13-APR-2025 EX $0.0165	7,000,000
CZRAB : OPTION EXPIRING 29-JUN-2024 EX 2.16C	56,860,378
CZRAD : OPTION EXPIRING 18-SEP-2024 EX 3.18C	5,000,000
CZRAF : OPTION EXPIRING 09-NOV-2025 EX $0.000001	40,000,000
CZRAG : OPTION EXPIRING 09-NOV-2025 EX $0.016	10,000,000
CZRAH : OPTION EXPIRING 09-NOV-2025 EX $0.031	10,000,000
CZRAI : OPTION EXPIRING 09-NOV-2024 EX $0.000001	5,000,000
New class - code to be confirmed : Employee Incentive Performance Options Exercisable	7,500,000
@$0.000001, Expiry 16 September 2026

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

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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?

7,500,000

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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