CZR Resources : Notification regarding unquoted securities - CZR

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

Announcement Summary

For personal use only

Entity name

CZR RESOURCES LTD

Date of this announcement

Wednesday March 23, 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	12,500,000	22/03/2022
to be confirmed	Exercisable @$0.000001, Expiry 22 March 2026
New class - code	Employee Incentive Performance Options	6,000,000	22/03/2022
to be confirmed	Exercisable @$0.000001, Expiry 22 March 2026
New class - code	Employee Incentive Options A Exercisable	7,000,000	22/03/2022
to be confirmed	@$0.016, Expiry 22 March 2026
New class - code	Employee Incentive Options B Exercisable	7,000,000	22/03/2022
to be confirmed	@$0.031, Expiry 22 March 2026

Refer to next page for full details of the announcement

Notification of Issue, Conversion or Payment up of Unquoted

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

Part 1 - Entity and announcement details

For personal use only

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	Registration number
ABN	91112866869
1.3	ASX issuer code
CZR

1. The announcement is New announcement
2. Date of this announcement

23/3/2022

Notification of Issue, Conversion or Payment up of Unquoted

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

Part 2 - Issue details

For personal use only

2.1 The +securities the subject of this notification are: Other

Please specify

Sign-on Incentive Options on the appointment of Employees

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

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

Notification of Issue, Conversion or Payment up of Unquoted

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

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

For personal use only

New +securities
ASX +security code		+Security description
New class - code to be confirmed		Employee Incentive Performance Options Exercisable
		@$0.000001, Expiry 22 March 2026
+Security type		ISIN code
Options

Date the +securities the subject of this notification were issued

22/3/2022

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 vest in tranches upon various milestones:

Tranche1-3,500,000 Options Board Approved DFS For Robe Mesa, on or before 31 December 2022; Tranche2-3,000,000 Options DFS Audited AISC below A$55/t for Robe Mesa;

Tranche3-3,000,000 Options Port Access Agreement to support the Life of Mine export schedule for Robe Mesa, as defined in the DFS; and

Tranche4-3,000,000 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 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 Options vest in tranches based upon various milestones as described above.

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 circumstances

Notification of Issue, Conversion or Payment up of Unquoted

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

The Options will vest automatically on a Change of Control Event

The Options have a an exercise price of $0.000001 and expire on 22 March 2026

Options Details

only	+Security currency	Exercise price	Expiry date
	AUD - Australian Dollar	AUD 0.00000000	22/3/2026
	Details of the existing class of +security that will be issued upon exercise or conversion of this new class of
	company option
	Other
use	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
personal	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
	12,500,000
	Were the +securities issued for a cash consideration?
	No
	Please describe the consideration being provided for the +securities
	N/A
For
Purpose of the issue
Other

Additional Details

Employee Sign-on Incentive Performance Options

New +securities

Notification of Issue, Conversion or Payment up of Unquoted

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