Ann: Non-Binding, Indicative and Conditional Offer for CZR, page-23

Just managed to get home from an early morning start at work to see this.

My first quick look through this, and to me it is certainly a superior offer financially, offering us about 13% more at todays FEX price (lets see how well FEX does at pumping their price to make theirs look better) - cash in hand!!!... so if you want you can go and buy your own FEX shares (if you want) and likely get a better deal. Our board persists in claiming the implied value of the FEX offer is 30c despite the fact that it has been nowhere near that from 2 weeks before the offer, and for the 3 weeks after the offer. (discussed on this thread... CZR RESOURCES LTD (ASX:CZR) - Ann: CZR Recommends Shareholders Accept Fenix Takeover Offer, 78327928, page-3 - HotCopper | ASX Share Prices, Stock Market & Share Trading Forum). As of today the FEX offer is more like 27.5c.

Our boards claim that this is NOT a superior offer is not financial, and rather is on 3 points, which are really just 1 point... there is no guarantee that it will go ahead. However, we are not privy to the negotiating in the background, and we are only get one side of the story which is this announcement here from our board... who appear to be doing their darndest to kibosh this offer for some reason. Why do I think that?

- The 'standstill arrangements'... normally an 'on-market' offer means we would usually see a MASSIVE order for 236,734,647 shares at 31c (the offer price) turn up on our bid list. However, not knowing the actual details of the 'standstill arrangement' this is likely preventing it. What is a 'standstill arrangement'? It is kinda like a confidentiality or non-disclosure agreement/contract that gives a company access to information in return for that fact that they won't acquire shares or make a takeover bid for a specified period. e.g. Gold Valley comes to CZR and says "We are thinking about making an offer but we need to do our due-diligence and need access to your data room." CZR says "Sure, but you need to agree to this 'standstill contract' that prevents you from buying on-market or making a take-over bid." So, it is highly likely (we don't actually know the finer details of this agreement) that the only reason Gold Valley has not made the offer formal is that CZR is preventing them from doing so.

- The wording and tone of this release... "unsolicited, confidential, non-binding, indicative and conditional takeover proposal" is written to make it sound very negative. And then they literally repeat it word for word again 1 sentence later!
"Unsolicited" tells me they didn't want it.
"Non-binding, indicative" is likely due to the fact that they can't make it a formal binding offer due to the fact that CZR is holding them to the standstill agreement.
"conditional" Gold Valley has indicated in the 7th paragraph that the offer will be "UNCONDITIONAL".

Do I implicitly trust Gold Valley? Of course not. They could be gaming this deal. I don't trust any of these guys with their games. I also thought we were getting a deal from Miracle Iron and that fell through. That being said, I don't really trust our management with the way things have been handled in the lead-up to the FEX offer or whether they may have vested interests in the FEX deal going through. I would like to think they are working for CZR shareholders and I guess only time will tell. I would like to think they are doing everything to facilitate this better offer happening by removing any restrictions they may have placed on Gold Valley from making an on-market take-over bid. At least Gold Valley have put their money where their mouth is and promised to pay $2.5m if they don't make an offer after the standstill arrangements are released... that tells me that they want to get a deal done.

Hopefully our team are out there working to:

• get a better deal from FEX
• get an extension of these cut-offs so we aren't being strong-armed/pressured into an unfavourable deal
• facilitate any and all better offers coming in rather than obstructing them

Rather than sitting back, recommending against the new offer, and doing nothing else. After all... this is the pointy end of business dealing that we pay these guys exorbitant salaries for... their business and deal-making acumen.

In the end I am watching MC's response very closely. He is the only shareholder with true insider knowledge and the only guy that decides whether FEX have received more than 50% of acceptances.

Thats my take on this situation anyway. Anyone with more expertise than myself please feel free to tell me any thing I have wrong.