Annual report
Page 1
CZR RESOURCES LTD & CONTROLLED ENTITIES ABN 91 112 866 869 ANNUAL REPORT FOR THE YEAR ENDED 30 JUNE 2026
Page 2
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES TABLE OF CONTENTS 1 Corporate Directory ........................................................................................................................................... 2 Directors’ Report ................................................................................................................................................ 3 Auditor’s Independence Declaration ................................................................................................................ 41 Consolidated Statement of Profit or Loss and Other Comprehensive Income ................................................ 42 Consolidated Statement of Financial Position ................................................................................................. 43 Consolidated Statement of Cash Flows .......................................................................................................... 44 Consolidated Statement of Changes in Equity ................................................................................................ 45 Notes to the Consolidated Financial Statements ............................................................................................ 46 Consolidated Entity Disclosure Statement ..................................................................................................... 75 Directors’ Declaration ...................................................................................................................................... 76 Independent Audit Report ................................................................................................................................ 77 Corporate Governance .................................................................................................................................... 81 Additional Shareholder Information ................................................................................................................. 82 Schedule of Mineral Tenements ...................................................................................................................... 85 Details of Mineral Resources and Ore Reserves ............................................................................................ 86
Page 3
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CORPORATE DIRECTORY 2 DIRECTORS Russell Clark Annie Guo Alex Neuling ACTING CHIEF EXECUTIVE OFFICER Milan Jerkovic COMPANY SECRETARY Trevor O’Connor PRINCIPAL OFFICE Suite 9, Level 3 47 Havelock Street WEST PERTH WA 6005 Telephone: (08) 9468 2050 REGISTERED OFFICE Suite 9, Level 3 47 Havelock Street WEST PERTH WA 6005 Telephone: (08) 9468 2050 Website: www.czrresources.com AUDITORS BDO Audit Pty Ltd Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth WA 6000 Telephone: (08) 6382 4600 Facsimile: (08) 6382 4601 SHARE REGISTRY Automic Registry Services Level 5, 191 St George's Terrace Perth, Western Australia 6000 Telephone: 1300 288 664 STOCK EXCHANGE LISTING Australian Securities Exchange 20 Bridge Street Sydney, New South Wales 2000 (Home Exchange: Perth, Western Australia) Code: CZR
Page 4
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT 3 The directors of CZR Resources Ltd present the financial report of the company and its controlled entities (referred to hereafter as the Group) for the financial year ended 30 June 2026. In order to comply with the provisions of the Corporations Act 2001, the directors ' report as follows: DIRECTORS The names of directors who held office during or since the end of the 2025 Financial Year: Russell Clark Annie Guo Alex Neuling (appointed 7 May 2026) Stefan Murphy (resigned 7 May 2026) Directors have been in office since the start of the financial year to the date of this report unless otherwise stated. COMPANY SECRETARY The following person has held the position of company secretary during or at the end of the financial year: Trevor O’Connor PRINCIPAL ACTIVITIES The principal activity of the Group during the financial year was mineral exploration. There were no significant changes in the nature of the Group’s principal activities during the financial year. REVIEW OF OPERATIONS Introduction CZR is a Western Australia focused mineral exploration and development company with five projects, all in joint-venture with its major shareholder, the Creasy Group. During the 2026 financial year CZR completed its transition from iron ore developer to a diversified explorer. On 9 September 2025 the Company completed the sale of its interest in the tenements comprising the Robe Mesa iron ore deposit to North Mining Limited (an indirect wholly-owned subsidiary of Rio Tinto Limited), Robe River Mining Co Pty Ltd (an indirectly 60% owned subsidiary of Rio Tinto Limited and 40% owned by Mitsui Iron Ore Development) and Mitsui Iron Ore Development Pty Ltd (a wholly -owned subsidiary of Mitsui & Co Ltd) (together, the RRJV) for cash consideration of A$75 million (RRJV Transaction). The proceeds of the RRJV Transaction left CZR debt free and fully funded to accelerate exploration across its retained portfolio. The Company held cash and term deposits of $65.1 million at 30 June 2026 and incurred exploration expenditure of approximately $4.8 million during the financial year, the majority of it at the Croydon gold project. Exploration during the year focused on the Croydon gold project, located 50km along strike from Northern Star Resources' 13.2Moz Hemi gold deposit, where the first major drilling campaign in five years confirmed Top Camp as a significant new gold system in the Mallina Basin. Regional work across the Croydon project advanced the search for Hemi-style targets beneath cover and for volcanic hosted Cu-Zn-Au deposits. Study work advanced access approvals at the Edamurta copper-zinc and VMS deposit within the Buddadoo project, AC drilling tested a geophysical target at Yarrie, and field work commenced assessment of the channel iron deposit potential of the retained Yarraloola tenements. Each project is located close to critical infrastructure (Figure 1) and are in well serviced mining jurisdictions. Details of the projects and an overview of results from the 2025- 2026 financial year are presented in the following sections.
Page 5
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 4 CZR Resources Ltd and Zuleika Gold Limited (ASX: ZAG) (Zuleika) announced on the 26 June 2026 that they had entered into a Bid Implementation Deed for a recommended all scrip, off -market takeover offer (Offer), pursuant to which CZR will offer to acquire all the issued ordinary shares of Zuleika. Under the Offer, Zuleika shareholders will receive 0.1742 CZR shares for every one (1) Zuleika share held, which implies a price of $0.0427 per Zuleika share based on CZR’s share price over the Reference Price Period. Figure 1. Location of the CZR Resources Ltd tenements in Western Australia.
Page 6
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 5 Yarraloola Project - West Pilbara (CZR 85%) The Yarraloola Iron Ore Project is located in the West Pilbara, 140km south-west of Karratha and 100km east of Onslow. Yarraloola hosts two distinct styles of iron ore mineralisation: magnetite at the Ashburton prospect and channel iron deposit (CID) mineralisation at the Peters Creek and Darnell prospects. The project sits strategically close to several iron ore operations, infrastructure and port facilities. CZR has an 85% interest in the Yarraloola Joint Venture with the Creasy Group (15%). CZR has a 50% ownership in Ashburton Link Pty Ltd and a 66.7% export allocation through the proposed Port of Ashburton Export Facility. Figure 2. CZR's Yarraloola project showing retained exploration licences, local infrastructure and iron ore deposits. Sale of the Robe Mesa Project On 17th April 2025, CZR entered into a Sale and Purchase Agreement with the RRJV for the sale of its interest in the tenements comprising the Robe Mesa Project (M08/519, M08/533, E08/1060, E08/1686 and E08/2137) for cash consideration of A$75 million. CZR shareholders approved the RRJV Transaction on 29th May 2025 and on 3rd June 2025, the Foreign Investment Review Board confirmed that the Treasurer of the Commonwealth of Australia had no objections to the transaction. On 2nd September 2025 CZR advised that all remaining conditions precedent to the RRJV Transaction had been satisfied and/or waived, and on 9th September 2025 the Company announced that completion had occurred. CZR received cleared funds of $70,488,534 (excluding GST) after allowing for the exclusivity fee previously paid and repayment of the outstanding Robe River Mining Co Pty Ltd loan and int erest.
Page 7
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 6 Following completion, CZR reviewed its Yarraloola tenement holdings and relinquished seven miscellaneous infrastructure licences (L08/296, L08/297, L08/302, L08/304, L08/317, L08/323 and L08/326) that were no longer required, and did not exercise its option over E08/3175, which expired on 30th September 2025. The Company retained mineral rights in respect of the north-eastern portion of E08/1686, comprising approximately 68.6% of the total area of that licence including the Peter’s Creek area. Exploration Following completion of the RRJV Transaction, CZR retained several exploration and miscellaneous licences to support future iron ore developments from its Yarraloola Project, in particular the Peters Creek and Darnell prospects (Figure 2). The Company is now seeking to actively explore these assets to provide replacement feed to Ashburton Link. A field reconnaissance trip was completed in April 2026 to assess the channel iron deposit potential of the Peter's Creek and Darnell areas. Analysis of aerial imagery indicated that these areas may contain mesas and terraces hosting significant iron ore mineralisation similar to Robe Mesa. The Darnell area had not previously been subject to on- ground exploration due to poor access . CZR's construction of a new access road to the Robe Mesa deposit opened up the northern part of this area and enabled the reconnaissance to be completed. A total of 35 rock chip samples were collected across the two prospect areas. Assay results were received after the end of the reporting period and announced on 8th July 2026. Several samples returned greater than 54% Fe from multiple mesas across both prospects, with a peak grade of 60.05% Fe at Peter's Creek (26YLRK009) and 56.67% Fe at Darnells (26YLRK024). Some of the Peter's Creek samples occur within 5km of the North West Coastal Highway. CZR has commissioned a LiDAR survey over the two areas to provide a detailed digital terrain model and imagery, allowing the Company to further target the most prospective areas and evaluate the potential target sizes hosted within the project. The current focus of activities is to develop an exploration program capable of defining a critical mass of channel iron deposit tonnage to enable a path to commercialisation. The Company is also actively evaluating opportunities for collaboration and advancement of the project with other operators and interested parties within the West Pilbara. CZR's involvement in the Ashburton Link Joint Venture, its series of miscellaneous licences and its proximity to arterial access routes provide strategic advantages for future development.
Page 8
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 7 Figure 3. Rock chip sampling results from the Peter’s Creek area.
Page 9
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 8 Figure 4. Rock chips sampling results from the Darnells area. Croydon Gold Project (CZR 70%) The Croydon Gold Project is located in the Mallina Basin between Karratha and Port Hedland and comprises two principal tenure blocks - the Western Block and the Eastern Block - together covering nearly 40km of prospective strike. The project is positioned approximately 50km south-west of Northern Star Resources' Hemi gold deposit, which has a Mineral Resource of 13.2Moz and was acquired through the $5 billion merger with De Grey Mining (NST ASX Announcements: 2nd December 2024 and 3rd June 2026), and 10km south of Northern Star's Toweranna gold deposit (Figure 5). Croydon is located in a similar structural setting to Hemi and has a similar geochemical signature, with very strong gold and arsenic in surface geochemistry associated with primary gold mineralisation. During the financial year the project was grown, with applications lodged over E47/5393 and E47/5420 to expand the Company's footprint in the Mallina Basin.
Page 10
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 9 Figure 5. CZR's Croydon project and Northern Star Resources' Hemi gold project. Regional gravity over magnetics sourced from the DMPE data centre (https://dasc.dmirs.wa.gov.au/) 2025 Exploration Program Top Camp Heritage clearance enabling infill and extensional RC drilling at Top Camp and Bottom Camp was received in November 2025 and the first major drilling program at Croydon in five years commenced shortly afterwards. A total of 22 RC holes were drilled for 3,885 metres at Top Camp during the December 2025 quarter. The program was designed to infill and extend the known high- grade gold mineralisation, define the controls on mineralisation, and test a discrete coincident gravity and magnetic anomaly detected beneath the deposit which is interpreted as a possible intrusion-related gold source. All assays were received during the March 2026 quarter and were reported on 12th February 2026 and 4th March 2026. The results confirmed Top Camp as a significant new gold system in the Mallina Basin, with shallow gold mineralisation defined over a 650 metre strike length and the majority of mineralisation sitting within 150 metres of surface. Significant intercepts included: • 51m at 1.3g/t Au from 93m in CRC040, including 15m at 2.5g/t Au from 94m; • 4m at 5.1g/t Au from 78m in CRC043, including 2m at 10.1g/t Au from 79m; • 4m at 3.6g/t Au from 84m in CRC048, including 1m at 13.9g/t Au from 84m; • 25m at 0.6g/t Au from 248m in CRC050, including 4m at 1.2g/t Au from 248m and 6m at 1.1g/t Au from 267m; These results are consistent with the significant gold intersections from CZR's 2019- 20 drilling at Top Camp, which included 27m at 3.2g/t Au from 135m in CRC007 (including 8m at 10.0g/t Au from 135m), 8m at 1.7g/t Au from 66m in CRC018, 5m at 3.2g/t Au from 132m in CRC032 and 2m at 22g/t Au from 7m in CRC021. The 2025 program significantly advanced the Company's understanding of the Top Camp gold system. Gold is primarily hosted within heavily folded Mallina Basin sediments intersected by north-east/south-west trending shear zones along the dominant fold axis. These shear zones are steeply dipping and act as the primary conduit for gold-bearing fluids. A strong correlation exists between quartz-carbonate veining within axial planar shear zones and gold mineralisation, and extensive carbonate alteration and dolomitic sandstones serve as an important marker horizon for tracing and targeting mineralisation across the project. Higher -grade assay results demonstrate a distinct north- east plunging ore- shoot orientation, interpreted to be associated with intersecting lodes along the shear zones and fold hinges.
Page 11
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 10 Eastern Block - Aircore Drilling and Surface Geochemistry An aircore drilling program commenced on the Eastern Block in September 2025 testing gravity and stratigraphic targets around the edge of the granitoids. The program comprised 179 aircore holes for a total of 2,095 metres, systematically testing priority gravity and geochemical anomalies, together with 107 surface rock chip samples. The majority of holes intersected shallow transported cover over a strippe d weathering profile before reaching fresh rock, resulting in shallow drilling and limited gold dispersion away from the primary source. Drilling confirmed large diorite intrusions, similar to the 'Sanukitoid' type host intrusion at the Hemi gold deposit located 50km to the north- east along the same geological trend. Extensive epithermal quartz veining and weathered gossans (with or withou t sulphide mineralisation) were mapped on surface and intersected in aircore drilling close to the diorite intrusions. Assay results were reported in November 2025 and confirmed zones of anomalous gold adjacent to the diorite intrusions and within meta-sediments of the Mallina Basin. No significant gold results were returned from this program, however due to the wide spacing and lack of gold dispersion, further infill drilling may be warranted. The highest gold grades were returned from grab samples taken along the contact of the central diorite intrusion and a mafic-ultramafic. A similar 1km long gold anomaly was defined at the Murph prospect on the northern edge of the central intrusion, from aircore drilling and surface samples along a north- south striking quartz vein. With the margins of the central diorite returning the strongest gold and associated alteration, exploration on the Eastern Block has a renewed focus on structural and lithological traps for gold mineralisation associated with the intrusion and the surrounding sediments and mafic -ultramafic units, similar to the style of mineralisation seen at Hemi. 2026 Exploration Program A remote field camp was established at Croydon and an extensive new exploration program commenced in April 2026. A 6,000 metre RC program at Top Camp was designed to extend the shallow mineralisation along strike, infill shallow zones and test the north- east plunging high- grade shoots down plunge, with drill pads cleared over more than 900 metres of strike. Diamond drilling was undertaken to recover core for metallurgical testwork and to collect structural, lithological and geotechnical data, including a deeper hole beneath the main mineralised lodes to test the source of the gravity and magnetic anomaly that was not resolved by the 2025 RC program. The Top Camp RC and Diamond drilling program was completed in between April and June 2026, with 32 holes drilled for a total of 5,962 metres . An 8 hole RC program for a total of 1,447 metres was completed at Bottom Camp, located approximately 5km north- east of Top Camp, during late June and July 2026, and four RC holes for 732 metres were drilled at the Martin and Murph prospects on the Eastern Block in July 2026. Several phases of surface sampling were also completed at Croydon during the 2026 field season, with the aim of extending known sampling grids, testing new areas for blind deposits and intrusion- style targets, and refining target areas for initial drill testing. Reconnaissance rock chip sampling (26CRRK001- 26CRRK041) was conducted across the Croydon tenement with a focus on structural targets, vein systems and gossanous outcrops identified during geological mapping, together with soil sampling at the Top C amp, Frank's Patch, Murph, Baker St and Wayne's World target areas. The results of the Top Camp and Bottom Camp RC programs have been released post reporting period. On the 8th July 2026, the first five holes of the Top Camp RC program included 3m at 3.19g/t Au from 109m including 2m at 4.61g/t Au from 109m, and 9m at 2.67g/t Au from 166m including 6m at 3.82g/t Au from 169m (both 26TCRC005). Rock chip sampling of the Martin Gossan on the Eastern Block returned 16.7% Cu, 1.18g/t Au, 2.54% Zn and 11.4g/t Ag (26CRRK012) and 3.53% Cu, 0.44g/t Au, 3.74% Zn and 23.6g/t Ag (26CRRK013), and rock chips of up to 69.5g/t Au (26CRRK019) were returned from breccia veining between Top Camp and Frank's Patch.
Page 12
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 11 Figure 6. Surface sampling from the eastern block at the Croydon gold project. A further fourteen holes (26TCRC006-26TCRC019) were released on the 29th July and returned 1m at 19.9g/t Au from 21m (26TCRC011), 18m at 1.10g/t Au from 294m (26TCRC014) and 9m at 1.18g/t Au from 297m (26TCRC019). This drilling extended mineralisation to 220 metres below surface and mineralised strike to more than 700 metres. On 18th August 2026 the Company announced final assays from the Top Camp program (26TCRC020- 26TCRC028) which extended the known mineralisation a further 200 metres to the north- east, with mineralisation now outlined over more than 900 metres of strike. Bottom Camp drilling extended the strike of mineralisation there to over 700 metres and returned 1m at 6.37g/t Au from 44m and 4m at 2.72g/t Au from 135m (26BCRC004) and 5m at 0.97g/t Au from 90m and 4m at 4.36g/t Au from 142m (26BCRC006). At Martin, 26MMRC003 intersected 3m at 0.69g/t Au from 229m on the granitoid contact zone, the first significant gold intersection from the Eastern Block of the Croydon project. The first diamond hole assay results were released on the 17th September, with the deep intersection of 7.7m @2.09g/t from 205.3m (26TCDD004) indicating a potential thickening of the north- plunging high grade shoot at Top Camp. The remaining three diamond holes are still pending assay results.
Page 13
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 12 Figure 7. Plan view of 2026 Top Camp drilling results showing significant results overlain on aerial imagery and soils data.
Page 14
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 13 Figure 8. Projected long sections from the Top Camp Gold project. 53 aircore holes (26FPAC001– 053) were drilled at Frank’s Patch testing an extensive gold- in-soil anomaly identified during previous geochemical surveys. Significant gold in shallow drilling was encountered with the best results including 2m @ 1.03 g/t Au from 5m in 26FPAC042 and 14m @ 0.61g/t Au from 4m in 26FPAC025. An extensive aircore program testing areas of transported cover for Hemi -style intrusion-related targets has been completed at the Baskerville prospect. Initial results have shown promise for this prospect with gold anomalism intercepted underneath shallow cover. RC drilling and follow up aircore work is being planned to follow up on results. Metallurgical samples from Top Camp have been dispatched to the laboratory for initial sighter testwork, and heritage surveys have been undertaken to clear drill pads at the Martin Gossan for diamond drilling beneath the historical workings. Review of the 2026 RC programs is underway . Once the entire diamond results are received from the Top Camp prospect, interpretation and planning will be undertaken for the next round of RC drilling.
Page 15
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 14 Buddadoo Project (CZR 85%) The Buddadoo Project covers 230 square kilometres approximately 200km east of the port of Geraldton in the mid-west region of Western Australia. The project hosts the Edamurta copper-zinc deposit and the Buddadoo vanadium-titanium-magnetite (VTM) deposits (Figure 9). The Edamurta volcanogenic massive sulphide (VMS) deposit is of similar age to, and considered analogous to, the world class Golden Grove copper -gold- zinc-silver mine located 45km east of Edamurta. The Deflector gold mine, also interpreted to have a VMS origin, is located only 10km west of Edamurta. Figure 9. Buddadoo project location map showing key infrastructure. During FY26, CZR's activities at Buddadoo were directed at securing the approvals required to drill the Edamurta copper-zinc deposit, together with a strategic review of the Buddadoo VTM deposit. Buddadoo VTM The Buddadoo VTM deposit is a 6km long by 300-500m wide zone of gabbro with massive and disseminated vanadium and titanium magnetite mineralisation. Outcropping magnetite has been observed along the entire VTM trend, consistent with previous drilling, and shows a very strong correlation with the airborne magnetic trend.
Page 16
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 15 CZR had previously lodged a Mining Licence application covering the Buddadoo Mafic Complex (MLA 59/784) and commenced negotiations with the Yamatji Southern Regional Corporation, representing the Yamatji Nation native title holders over the Buddadoo project. During the September 2025 quarter, following a shift in priority away from the Buddadoo VTM towards the Edamurta copper -zinc deposit, CZR withdrew the Mining Licence application. The VTM deposit remains a highly prospective development option and CZR has been undertaking a review of the development scenario to assess the optimal pathway forward. An initial outcome of this review has been the decision in September to re-lodge the mining lease application over the Buddadoo VTM. Figure 10. Buddadoo VTM – 6km long magnetic trend showing 55m depth slice and 95m depth slice with existing drill holes and planned track clearing for Resource definition drilling Edamurta Copper-Zinc A moving loop electromagnetic (MLEM) survey was completed in June 2025 over a 2km section of the Edamurta volcanic sequence and identified multiple highly conductive, late- time conductors, which can indicate the presence of massive sulphide mineralisation (ASX announcement 30 July 2025). These results provide strong evidence of the potential for a repeat of the nearby world- class Golden Grove VMS copper - gold-zinc-silver deposits located only 45km east of Edamurta. Outcropping gossans at Edamurta were first identified in the 1970s, with surface geochemistry and mapping recognising distinct copper and zinc mineralised zones. Subsequent drilling confirmed Edamurta as a mineralised VMS system, with previous drill intersections including: • 3.2m at 3.8% Cu from 188.7m in EDH8 (gold not assayed); • 4m at 1.5% Cu, 5g/t Ag, 0.1g/t Au from 104m in WHD-2; • 7m at 0.9% Cu, 4g/t Ag, 0.1g/t Au from 112m in BDRC063; and • 5.5m at 3.4% Zn from 99m in EDH4.
Page 17
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 16 These mineralised intersections were relatively shallow and intersected disseminated to stringer sulphide. Results from the MLEM survey indicate that previous drilling did not test the main conductor targets, and a review of drill chips from CZR's 2021 dr illing (BDRC063, 64 and 65) showed copper oxide (malachite) mineralisation near surface and disseminated to stringer sulphide in deeper intersections, but not the massive to semi-massive sulphide mineralisation needed to generate the strong EM responses observed. Follow -up drilling has been planned pending access approvals. Access and approvals During the December 2025 quarter CZR completed a heritage survey covering the planned drill holes, and formal heritage clearance for the proposed works was received from the Yamatji Traditional Owners in January 2026. During the subsequent programme of work application to the Department of Mines, Petroleum and Exploration, CZR was advised that because the Edamurta drill area encroaches on the recently gazetted Barnong Conservation Park, and an extended approval process would need to be followed. In order to gain access to drill Edamurta, the Minister for the Environment, the Conservation and Parks Commission and the Bundi Yamatji Aboriginal Corporation are required to provide formal recommendations on the proposed activities within Barnong Conservation Park to the Minister for Mines and Petroleum, to inform his decision on consent. The initial step in that process is for the Department of Biodiversity, Conservation and Attractions (DBCA) to review information prepared by CZR in the form of a reser ve activity management plan (RAMP). CZR engaged external environmental consultants to work with its in- house team, in consultation with DBCA, to prepare the RAMP. The purpose of the RAMP is to fully describe the proposed activities, their management, ongoing communication with DBCA and the expected rehabilitation and closure outcomes, to support the Minister's consideration of the proposed activities. A draft RAMP was submitted to DBCA for review during the June 2026 quarter and remained under review at the end of the financial year. Following official submission of the RAMP, CZR anticipates being able to provide further detail on the timeline for the RAMP. No drilling was undertaken at Edamurta during the financial year. Yarrie Iron-Ore Project (CZR 70%) The Yarrie Project covers a total of 144 square kilometres, about 160 kilometres east of Port Hedland and adjacent to BHP's Goldsworthy-Yarrie mining centre. Yarrie is serviced by bitumen and gravel roads, a natural gas pipeline between Port Hedland and the Telfer copper-gold mine and a BHP-owned rail connection between the Yarrie mining area and Port Hedland. The Yarrie tenements are held for their potential to host high-grade (+62% Fe) iron-ore and have historical high-grade RC drill intercepts in the Cabbage Tree and Kennedy Gap prospects (ASX Announcement 6 August 2014).
Page 18
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 17 Figure 11. Regional setting of the Yarrie Project relative to BHP’s Iron Ore operations. The majority of historical exploration at Yarrie has focused on iron ore, given the project's proximity to BHP's Yarrie iron ore mining operations. Recent exploration by CZR has focused on a coincident gravity and magnetic anomaly associated with a circular body located under transported cover on the eastern side of the project, proximal to the north- eastern boundary of the Archean Pilbara Craton and interpreted to potentially represent a shallow intrusive body. Due to the lack of previous exploration and the presence of transported cover, geophysics has been the primary exploration tool to date. In March 2026 a heritage survey covering access tracks and drill lines was completed with Traditional Owners from the Nyamal Aboriginal Corporation, clearing a total of eight drill lines spaced approximately 500 metres apart and allowing the program to proceed. A 50 hole aircore program for a total of 1,741 metres was subsequently completed over the circular coincident gravity and magnetic anomaly during May and June 2026. All assay results were received after the end of the reporting period and were announced on 29 July 2026. Geological logging and lithogeochemical interpretation showed that several phases of felsic to mafic intrusions have intruded the surrounding sediments at shallow depths. The assay results did not indicate any significant gold, iron or base metal anomalies. Further geological interpretation of the geochemical results will be undertaken to evaluate the prospectivity of the target and assist with future targeting. In conjunction with the drilling, the Company is actively reviewing the iron ore and gold potential of the tenements and the optimal way to progress the project. Significant prospectivity for high- grade iron ore is apparent on the western side of the tenure, in proximity to BHP's Yarrie and Shay Gap operations. E45/3728 has the potential for Bamboo creek style gold mineralisation, with historical gold workings located proximal to
Page 19
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 18 the tenement boundary. Further field reconnaissance will be completed to further define the next stages of work programs at Yarrie. Figure 12. Target areas and prospects at the Yarrie Project Shepherds Well Project (CZR 70%) Shepherd's Well (E08/2361) is located 60 kilometres south- west of Karratha and covers a total of 77 square kilometres, including 15 kilometres of a regional shear zone. CZR completed a moving loop electro-magnetic (EM) survey at the Dorper prospect in the March 2023 quarter, targeting a mafic -ultramafic intrusion with anomalous nickel and PGE in soil and rock chip samples. The survey identified a NE-SW oriented stratigraphic conductor dipping steeply to the north-west, which is much more conductive in the south and weakens towards the north. No field activities were undertaken at Shepherd's Well during FY26.
Page 20
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 19 CORPORATE CZR Resources and Zuleika Gold to merge via Recommended Takeover Offer CZR Resources Ltd and Zuleika Gold Limited (ASX: ZAG) (Zuleika) announced on the 26 June 2026 that they had entered into a Bid Implementation Deed ( BID) for a recommended all scrip, off -market takeover offer (Offer), pursuant to which CZR will offer to acquire all the issued ordinary shares of Zuleika. Under the Offer, Zuleika shareholders will receive 0.1742 CZR shares for every one (1) Zuleika share held (Offer Ratio ), which implies a price of $0.0427 per Zuleika share based on CZR’s share price over the Reference Price Period (Implied Offer Price). The Offer values Zuleika at approximately $44.8 million on this basis. The Implied Offer Price represents a: • 42.3% premium to Zuleika’s last closing price of $0.030 on 25 June 2026; and • 32.9% premium to Zuleika’s 30-day VWAP for the Reference Price Period. The merger will provide a number of key benefits to Zuleika shareholders, including: Compelling Premium – Implied Offer Price represents a premium in the order of 30% to Zuleika’s recent share trading prices. Financial Strength and No Near -Term Capital Raising Requirements – The combined group will benefit from the combination of Zuleika’s and CZR’s strong balance sheets and cash reserves, providing the financial flexibility to fund existing projects and pursue new investment or acquisition opportunities as they arise, together with a reduction in corporate costs. Enhanced Capabilities – The merger of CZR and Zuleika will combine their highly complementary assets and expertise, significantly enhancing the group’s overall capabilities across exploration, development and mining operations. Strategic Regional Presence and Commodity Diversification – All projects of the combined group are strategically located in Western Australia, delivering a strong regional presence and enabling significant operational efficiencies. Under the BID, CZR and Zuleika have given undertakings to each other to facilitate the Offer. The Offer is subject to conditions including: • A minimum acceptance condition requiring CZR to obtain a Relevant Interest in at least 90% of all Zuleika Shares and acquire at least 75% of the Zuleika Shares under the Offer. • CZR obtaining shareholder approval under ASX Listing Rule 10.1 to acquire Zuleika Shares held by Yandal Investments Pty Ltd (Yandal) and Ms Annie Guo (and to issue the CZR shares to Yandal and Ms Annie Guo under the terms of the Offer) and CZR's independent expert concluding (and continuing to conclude) that the transaction for CZR shareholders is fair and reasonable or not fair but reasonable. See further details below. • All Zuleika Options must be exercised or exchanged for equivalent CZR options, and all Zuleika Performance Rights must be converted into shares before the Offer is finalised. • No Zuleika Material Adverse Change. • No Zuleika Regulated Event. • No Zuleika Prescribed Occurrence. • No Breach of Warranty by Zuleika. • No Regulatory Actions against Zuleika. The BID also contains customary deal protection mechanisms including “no shop, no talk, no due diligence” restrictions and a notification and matching rights regime for any superior proposal.
Page 21
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 20 Further details of the Offer, including its full terms and conditions, are set out in the BID which was included in CZR’s ASX Announcement on 26 June 2026 titled “CZR Resources and Zuleika Gold to merge via recommended Takeover Offer”. On 20 August 2026 the Company released its Bidder’s Statement in relation to Offer and Zuleika released it corresponding Target Statement. In addition, on the same day the Company announced its Notice of Meeting, seeking CZR shareholder approval pursuant to ASX Listing Rule 10.1 for the issue of the Offer consideration to Yandal as the controlling shareholder of CZR who also holds Zuleika shares and Ms Annie Guo who is a director of both CZR and Zuleika. The Notice of Meeting was accompanied by an Independent Expert's report by RSM Corporate Australia who opin ed that the resolutions the subject to the meeting were fair and reasonable to non-associated shareholders. The meeting for shareholders approval was originally scheduled for 23 September 2026 but has now been rescheduled to 23 October 2026. The Current timetable for the Transaction is: Event Date* Announcement of Takeover Bid Friday, 26 June 2026 Bidder's Statement and Target lodged with ASIC and ASX Thursday, 20 August 2026 Notice of Meeting dispatched to CZR Shareholders Monday, 24 August 2026 Opening date of Offer Monday, 24 August 2026 CZR General Meeting Friday, 23 October 2026 Date for Notice of Status of Conditions Friday, 30 October 2026 Closing date of Offer (unless extended or withdrawn) at 5:00pm (AWST) Friday, 6 November 2026 *These dates may change as permitted under the Corporations Act. Any changes to the above timetable will be notified on CZR's website at https://www.czrresources.com/. Management and Board Changes During the year CZR’s Managing Director, Stefan Murphy, resigned as a director effective 7 May 2026 but remained with the Company for a period of time to ensure a smooth transition of management. Milan Jerkovic was appointed as Acting CEO, effective 7 May 2026. Mr Jerkovic is an experienced executive and director with a demonstrated history of working in the mining and metals industry. Mr Jerkovic is a Geologist with post graduate qualifications in Mining and Mineral Economics and is a Fellow of the AusIMM. He has held numerous executive and non- executive positions including, Chair, Managing Director and Operations Director. Mr Jerkovic has worked with numerous companies including, Western Mining, BHP, Straits Resources, Wiluna Mining, MetalsX and Cyprium Resources. The Company also appointed Alex Neuling as an Independent Non-Executive Director, effective 7 May 2026. Mr Neuling is a Fellow of the Institute of Chartered Secretaries and of the Institute of Chartered Accountants of England and Wales. He brings over 20 years of corporate and financial experience, including roles as director, chief financial officer, and company secretary across various ASX-listed companies in mining, mineral exploration, oil and gas, and other sectors.
Page 22
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 21 Forward Looking Statements This report contains “forward- looking information” that is based on CZR’s expectations, estimates and projections as of the date on which the statements were made. This forward-looking information includes, among other things, statements with respect to CZR’s business strategy, plan, development, objectives, performance, outlook, growth, cashflow, projections, targets and expectations, mineral resources, ore reserves, results of exploration and related expenses. Generally, this forward looking information c an be identified by the use of forward-looking terminology such as ‘outlook’, ‘anticipate’, ‘project’, ‘target’, ‘likely’, ‘believe’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘would’, ‘could’, ‘should’, ‘scheduled’, ‘will’, ‘plan’, ‘forecast’, ‘evolve’ and similar expressions. Persons reading this report are cautioned that such statements are only predictions, and that CZR’s actual future results or performance may be materially different. Forward- looking information is subject to known and unknown risks, uncertainties and other factors that may cause CZR’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward- looking information. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, including but not limited to general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices and demand of iron and other metals; possible variations of ore grade or recovery rates; failure of plant, equ ipment or processes to operate as anticipated; accident, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. This list and the further risk factors detailed in the remainder of this report are not exhaustive of the factors that may affect or impact forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on suc h forward-looking information. CZR disclaims any intent or obligations to revise any forward-looking statements whether as a result of new information, estimates, or options, future events or results or otherwise, unless required to do so by law. Statements regarding plans with respect to CZR’s mineral properties may contain forward-looking statements in relation to future matters that can only be made where CZR has a reasonable basis for making those statements. Competent Person Statements regarding plans with respect to CZR’s mineral properties are forward looking statements. There can be no assurance that CZR’s plans for development of its mineral properties will proceed as expected. There can be no assurance that CZR will be able to confirm the presence of mineral deposits, that any mineralisation will prove to be economic or that a mine will successfully be developed on any of CZR’s mineral properties. Competent Person Statement The information in this report that relates to exploration activities and exploration results is based on information compiled by Daniel Doran (BSc), a Competent Person who is a Member of the Australian Institute of Geoscientists. Daniel Doran is Exploration Manager of CZR Resources, holds shares, options and performance rights in the Company and has sufficient experience that is relevant to the style of mineralisation and type of deposit under consideration and to the activity which he is undertaking to qualify as a ‘Competent Person’ as defined in the 2012 Edition of the ‘Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves’ (JORC Code). Daniel Doran has given his consent to the inclusion in this report of the matters based on his information in the form and context in which it appears.
Page 23
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 22 OPERATING AND FINANCIAL REVIEW The profit of the Group after providing for income tax amounted to $54,925,773 (2025: loss of $18,807,503). Financial Performance The Group's performance during the 2026 financial year and for the four previous financial years, are set out in the table below after noting the basis of preparation of the financial results as in the notes to the consolidated financial statements. The financial results shown below were all prepared under Australian Accounting Standards. Year Ended 30 June 2026 2025 2024 2023 2022 $ $ $ $ $ Gain on disposal of Robe Mesa Project 65,103,516 - - - - Other Income 2,470,375 674,935 1,040,761 105,860 899 Total Income 67,573,891 674,935 1,040,761 105,860 899 Depreciation and amortisation expense (13,050) (10,152) (17,618) (20,111) (14,095) Share based payment expense (2,367,610) (108,723) (1,553,362) (542,594) (122,840) Compliance and professional fees (533,087) (477,318) (557,312) (502,826) (504,929) Corporate transaction costs (172,306) (1,285,440) - - - Occupancy expenses (83,701) (83,013) (80,035) (77,070) (63,824) Administration expenses (534,879) (280,160) (239,051) (154,811) (244,936) Directors’ fees (192,690) (144,506) (338,488) (139,156) (175,405) Exploration costs (4,755,484) (1,913,024) (2,628,584) (5,491,181) (4,679,661) Finance costs (89,521) (194,671) (10,000) - - Loss on disposal of plant and equipment - - (215) (720) - Write-off of assets (25,522) - - (285,249) - Share of loss of joint ventures accounted for using the equity method (20,655) (95,741) (11,215) - - Profit / (Loss) before income tax 58,785,386 (3,917,813) (4,395,119) (7,107,858) (5,804,791) Income tax benefit (expense) (3,859,613) (14,889,690) 14,889,690 - - Net profit / (loss) after tax 54,925,773 (18,807,503) 10,494,571 (7,107,858) (5,804,791) Diluted Profit / (loss) per share (cents) 23.02 (7.95) 4.33 (3.21) (2.85) Market capitalisation (millions) 49.1 56.8 67.2 41.3 52.3 Closing share price (cents per share) 20.5 24.0 28.5 17.5 25.5 Income Gain on disposal of Robe Mesa Project of $65,103,516 (2025: Nil) relates to sale of the Robe Mesa Project for cash consideration of $75,000,000 (excluding GST) to North Mining Limited (an indirect wholly -owned subsidiary of Rio Tinto Limited), Robe River Mining Co Pty Ltd (an indirectly 60% owned subsidiary of Rio Tinto Limited and 40% owned by Mitsui Iron Ore Development) and Mitsui Iron Ore Development Pty Ltd (a wholly-owned subsidiary of Mitsui & Co Ltd) which settled on 9 September 2025. Other income of $2,470,375 (2025: $674,935) was made up of interest revenue of $2,402,906 (2025: $21,246) and sundry other income of $67,469 (2025: $653,689).
Page 24
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 23 Share based payment expense Share based payment expense of $ 2,367,610 (2025: $ 108,723) was incurred by the Company, a 2078% increase from the previous financial year , principally due to the fact that the majority of the share based payment expense relating to the sale of Robe Mesa Project was recognised in 2024 financial year which did not finally complete until the 2026 financial year . As a result, this meant for comparison purposes that share based payment expense for 2025 financial year was a particularly low base (as no new incentives were issued in 2025 financial year) in comparison to new share based payments incentives that were issued in the 2026 financial year following the settlement of sale of the Robe Mesa Project. Corporate transaction costs Corporate transaction costs of $172,306 (2025: $1,285,440) were incurred by the Company, an 87% decrease from the previous financial year, principally due to the fact that the Company incurred significant corporate costs in relation to the Fenix Resources Limited transaction in 2025 which was not applicable in 2026. Administration expenses Administration expenses of $534,879 (2025: $280,160) were incurred by the Company, a 91% increase from the previous financial year, principally due to increased activity following receipts of funds from the sale of the Robe Mesa Project in September 2025. Exploration costs Exploration costs of $4,755,484 (2025: $1,913,024) were incurred by the Company, a 149% increase from the previous financial year, principally due to ramp up of exploration activity following receipts of funds from the sale of the Robe Mesa Project in September 2025. Finance costs Finance costs of $89,521 (2025: $194,671) were incurred by the Company, a 54% decrease from the previous financial year, principally due to reduced interest costs on short -term finance facility loans following the settlement of the sale of Robe Mesa Project in September 2025. Income Tax Expense An income tax expense of $3,859,613 has been booked on the consolidated entity’s profit for the financial year (2025: Income tax expense of $14,889,690), principally as a result of the gain on disposal of the Robe Mesa Project which settled in September 2025. The prior year income tax expense primarily related to the reversal of a previously recognised tax benefit. Review of Financial Position Statement of Financial Position Net Working Capital - current assets less current liabilities Following the sale of R obe Mesa Project t he consolidated entity’s net working capital position has been considerably strengthened and now in surplus by $60,682,375 (2025: surplus of $4,037,945). Cash Flows The operating activities of the consolidated entity resulted in a net cash outflow of $ 4,130,339 (2025: $3,679,273) including $3,624,695 (2025: $2,159,628) in payments for exploration expenditure. Net cash inflow from investing activities was $22,757,032 (2025: $ 80,000 outflow) and this included $74,343,837 from proceeds from sale of Robe Mesa Project offset by $51,391,091 being invested in term deposits with a maturity date of > 3 Months. There were net cash outflows from financing activities of $5,119,769 (2025: $3,358,347 inflow) which included $1,000,000 of loan funds , the repayment of $5,350,000 in loan funds and the payment of $798,894 for the cash settlement of options and performance rights.
Page 25
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 24 At 30 June 2026, the consolidated entity had cash and cash equivalents of $13,694,830 (2025: $187,906) but this does not include the additional $51,391,091 which has been invested in term deposits with a maturity date > 3 months and as a result is classified as Investments in the Statement of Financial Position rather than cash and cash equivalents. Net Assets/Equity The net asset position of the consolidated entity increased by 637% to $65,395,527 (2025: $8,871,914) due principally to the sale of the Robe Mesa Project. Financial and Business Risks The business, assets and operations of the consolidated entity have the potential to influence the operating and financial performance of the consolidated entity in the future. The Board aims to manage these risks by carefully planning its activities and implementing risk mitigation measures. A list of the key business and financial risks of the consolidated entity, include: Exploration - CZR tenements are at various stages of exploration with Yarraloola and Yarrie prospective for iron ore, Croydon prospective for gold, Buddadoo prospective for copper -vanadium and Shepherds Well prospective for gold, nickel and rare earths. Mineral exploration is a high- risk undertaking and there is a risk that the contemplated extensional and infill resource drilling programs or the regional exploration activities to generate new resources will not be successful; Development Studies - there is a risk that the contemplated development studies may not lead to a project that is economically viable; Licences, permits and approvals - the various company tenements have the necessary statutory exploration and environmental licences, permits and approvals to conduct current exploration activities. However, the consolidated entity may be required to obtain certain authorisations in future to undertake new exploration and development on the exploration tenements. These requirements include Program of Work (POW) approvals and Aboriginal heritage clearances (in certain circumstances). Delays in obtaining, or the inability to obtain required au thorisations may significantly impact on the consolidated entity’s exploration activities; Management Team - the Company does not have a full management team and relies heavily on contractors and consultants to perform key technical, commercial, managerial and administrative services. The Company will continue to assess this structure as its various projects develop; Commodity prices and foreign exchange rate fluctuations - the value and profitability of exploration assets developed or acquired by the Company in the future may be adversely affected by fluctuations in commodity prices and foreign exchange rate fluctuations and in particular the price of gold and iron ore; Government Legislation changes - changes in state and federal legislation and regulations may adversely affect ownership of mineral interests, taxation, royalties, land access, native title, labour relations and the mining and exploration activities of the consolidated entity; and Climate risk - climate projections for the Pilbara under various emissions scenarios show Seasonal and Long-Term Climatic Trends (CSIRO and BOM, 2021) which may impact operations . DIVIDENDS PAID OR RECOMMENDED The Directors do not recommend the payment of a dividend and no amount has been paid or declared by way of a dividend to the date of this report.
Page 26
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 25 INFORMATION ON DIRECTORS Russell Clark Chairman (appointed 10 September, 2021 as Non-Executive Director and 3 November 2021 as Chairman) Qualifications BSc (Hons), ARSM, Grad Dip Securities Institute Experience Mr Clark has more than 45 years’ global experience in board, senior corporate, operational and project development roles. He holds a Bachelor of Science (Hons) in Mineral Resources Engineering from the Royal School of Mines and a Graduate Diploma in Finance and Investment Analysis from the Securities Institute of Australia. Mr Clark’s previous positions include Managing Director of ASX -listed Grange Resources from 2008 to 2012. In this role, he oversaw the DFS and permitting for the Southdown magnetite project near Albany in Western Australia. He also completed the transactio n that brought the Savage River magnetite project into Grange, making it the largest Australian magnetite producer, and in the process transformed Grange into a $1 billion company by market capitalisation. He is presently Chairman of Vault Minerals Limited and Pearl Gull Iron Limited and a Non-executive Director of Tungsten Mining Limited. Other Directorships Pearl Gull Iron Limited (appointed July 2021) Tungsten Mining Limited (appointed February 2020) Vault Minerals Limited (appointed July 2023) Hui (Annie) Guo Non-Executive Director (appointed 18 February 2021) Qualifications B.Econ, M.Fin. Experience Ms Guo is a highly experienced senior executive with over 25 years of leadership experience in the mining industry. She is the founder and current Managing Director of AIM Mining Corporation. She was the founder of mining investment platform Westlink Capital Ltd and Columbus Minerals Ltd, director of Azure Minerals Ltd, Executive Chair of White Rivers Exploration Ltd, and has held several senior executive roles for global consulting firms. Ms Guo has been involved in major cross-border transactions within the Australian mining industry and is currently the Executive Chair of Zuleika Gold and the Group General Manager of the Creasy Group. Other Directorships Zuleika Gold Limited (appointed November 2013) Azure Minerals Limited (appointed March 2021, resigned May 2024) Alexander Neuling Non-Executive Director (appointed 7 May 2026) Qualifications BSc, FCIS, FCA (ICAEW) Experience Mr Neuling is a Fellow of the Institute of Chartered Secretaries and of the Institute of Chartered Accountants of England and Wales. He brings over 25 years of corporate and financial experience, including roles as director, chief financial officer, and company secretary across various ASX-listed companies in mining, mineral exploration, oil and gas, and other sectors. Other Directorships Industrial Minerals Ltd (appointed February 2021, resigned August 2026)
Page 27
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 26 Stefan Murphy Managing Director (appointed 9 November, 2021, resigned 7 May 2026) Qualifications BSc, MBA Experience Mr Murphy brought extensive operational and financial expertise to CZR. Most recently, he led the development and commissioning of the Roper Bar iron ore mine in the Northern Territory. His experience in developing integrated mine-to- port logistics solutions and iron ore marketing was invaluable to CZR in developing the Robe Mesa iron ore project in the Pilbara. Mr Murphy commenced his career in the Pilbara as a mine geologist with BHP iron ore and has spent the past 25 years working on mining and exploration projects throughout Australia. In addition to his technical roles, he holds an MBA and has worked in corporate finance roles in Australia and the UK, focused primarily on capital markets and M&A transactions in the resources sector. Other Directorships GreenTech Metals Limited (appointed December 2025) Company Secretary Trevor O’Connor B.Bus(Acc), FGIA FCG (CS,CGP), CA Appointed 25 June 2021 Mr O’Connor is a Chartered Accountant and Chartered Company Secretary with over 30 years’ corporate experience. This includes more than 20 years’ experience in the mining and energy industries operating both in Australia and overseas. Mr O’Connor is also currently the Company Secretary of ASX-listed Horizon Gold Limited. Directors’ Interests in Shares and Performance Rights of the Company As at the date of this Report, the interest of the Directors in securities of CZR Resources are: Number of Ordinary Shares Options Performance Rights Mr Russell Clark 440,000 4,352,942 600,000 Ms Annie Guo 1,517,076 3,764,706 600,000 Mr Alex Neuling 311,143 - -
Page 28
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 27 MEETINGS OF DIRECTORS The number of directors' meetings held during the financial year and the number of meetings attended by each director is: Full Board Independent Board Committee* Director Number Eligible to Attend Meetings Attended Number Eligible to Attend Meetings Attended Russell Clark 7 7 2 2 Annie Guo 7 5 - - Alex Neuling 1 1 2 2 Stefan Murphy 6 6 - - * During the year an Independent Board Committee was setup to discuss the Zuleika Takeover transaction and as Annie Guo was also a director of Zuleika she did not participate in these meetings. The Company does not have a formally constituted audit committee as the board considers that the Group ’s size and type of operation do not warrant such a committee. SIGNIFICANT CHANGES IN STATE OF AFFAIRS In addition to the significant changes in state of affair s of the Company outlined in the earlier Operations Review section of the Director’ Reports , the following are additional significant changes in state of affairs for the Company during the financial Year. On the 2 September 2025 the Company announced that all the remaining Conditions Precedent had been satisfied and / or waived in relation to the sale of Company’s interest in certain tenements comprising it Robe Mesa Project for cash consideration of $75,000,000 (excluding GST) to North Mining Limited (an indirect wholly-owned subsidiary of Rio Tinto Limited), Robe River Mining Co Pty Ltd (an indirectly 60% owned subsidiary of Rio Tinto Limited and 40% owned by Mitsui Iron Ore Development) and Mitsui Iron Ore Development Pty Ltd (a wholly-owned subsidiary of Mitsui & Co Ltd) (together, the RRJV) and that settlement of the Robe River transaction was scheduled to occur on 9 September 2025. On the 9 September the Company announced that settlement had occurred and the Company had received $70,488,534 (excluding GST) from the RRJV , after allowing for deductions including outstanding loan repayments and exclusivity fee previously paid. In September 2025 the Company repaid in full the outstanding Yandal loan facility of $1,500,000 plus interest. On the 26 June 2026 the Company and Zuleika Gold Limited (Zuleika) announced that they had entered into a Bid Implementation Deed for a recommended all scrip, off-market takeover offer (Offer), pursuant to which CZR will offer to acquire all the issued ordinary shares of Zuleika. Under the Offer, Zuleika shareholders will receive 0.1742 CZR shares for every one (1) Zuleika share held, which implies a price of $0.0427 per Zuleika share based on CZR’s share price over the Reference Price Period. The Offer amongst other requirements is subject to CZR Shareholders approval and a minimum acceptance condition requiring CZR to obtain a Relevant Interest in at least 90% of all Zuleika Shares and acquire at least 75% of the Zuleika Shares under the Offer. For further details relating to the Offer you should refer to Review of Operations section of this Directors Report. Other than as outlined above, and as outlined in the Review of Operations section , t here were no other significant changes in the state of affairs of the Group for the financial year. EVENTS OCCURING AFTER THE REPORTING PERIOD On 8 July 2026 3,010,295 Performance Rights were converted in fully paid ordinary shares. On 22 September 2026, the Company announced that it had deferred the Shareholders General Meeting that was originally scheduled to be held on 23 September 2026 to 23 October 2026 to consider the approval
Page 29
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 28 pursuant to ASX Listing Rule 10.1 for the issue of the Offer consideration to Yandal as the controlling shareholder of CZR who also holds Zuleika shares and Ms Annie Guo who is a director of both CZR and Zuleika. The approval by Shareholders of these resolutions is a condition that must be satisfied in relation to the Zuleika off-market takeover. CZR as a result, also varied the Offer for Zuleika shares to extend the Offer period to close on Friday, 6 November 2026. In the interval between the end of the financial year and the date of this report, other than the above, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operation and results of the consolidated entity or the state of affairs of the consolidated entity, in future financial years. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS The Group has five projects – Croydon, Yarraloola, Yarrie, Shepherds Well and Buddadoo, and manages the exploration, resource development, and engineering studies on the projects. The Company is actively exploring at its Croydon, Yarrie and Yarraloola projects and intends to commence exploration, resource development, and associated studies at Buddadoo. The strong cash balance means CZR has sufficient funding for its accelerated exploration, project studies and is actively assessing opportunities to improve and upgrade the portfolio. ENVIRONMENTAL REGULATION The Group is aware of its environmental obligations with regards to its exploration activities and ensures that it complies with all regulations when carrying out any exploration work. Greenhouse gas and energy data reporting requirements The group has reviewed the reporting requirements of both the Energy Efficiency Opportunities Act 2006 and the National Greenhouse and Energy Reporting Act 2007. Based on the Group’s current operations, they are not required to register, nor are they required to report emissions data to the Greenhouse and Energy Data Officer.
Page 30
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 29 REMUNERATION REPORT (Audited) The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act 2001. Key management personnel covered in this report: Name Position Held Russell Clark Non-Executive Chairman Annie Guo Non-Executive Director Alex Neuling Non-Executive Director (appointed 7 May 2026) Milan Jerkovic Acting Chief Executive Officer (appointed 7 May 2026) Stefan Murphy Managing Director (resigned 7 May 2026) Trevor O’Connor CFO/Company Secretary Remuneration policy The remuneration policy of CZR Resources Ltd has been designed to align director and executive objectives with shareholder and business objectives by providing a fixed remuneration component which is assessed on an annual basis in line with market rates and offering specific long-term incentives based on key performance areas affecting the economic entity’s financial results. The board of CZR Resources believes the remuneration policy to be appropriate and effective in its ability to attract and retain the best directors and executives to run and manage the economic entity. The board’s policy for determining the nature and amount of remuneration for board members and senior executives of the economic entity is as follows: The remuneration policy, setting the terms and conditions for the executive directors and other senior executives, was developed by the board. All executives receive a base salary (which is based on factors such as length of service and experience) and superannuation. The board policy is to review executive packages annually by reference to the economic entity’s performance, executive performance and comparable information from industry sectors and other listed companies in similar industries. The board may exercise discretion in relation to approving incentives, bonuses and options. The policy is to attract the highest calibre of executives and reward them for performance that results in long- term growth in shareholder wealth. Executives are also entitled to participate in the employee share and option arrangements. The executive director and executives receive a superannuation guarantee contribution required by the government, which was 12.0% for the 202 6 Financial year, and do not receive any other retirement benefits. All remuneration paid to directors and executives is valued at the cost to the company and expensed. Options are valued using the Black -Scholes method and performance rights are valued using a trinomial valuation model valuation methodology. The board policy is to remunerate non-executive directors at market rates for comparable companies for time, commitment and responsibilities. The board determines payments to the non-executive directors and reviews their remuneration annually, based on market practice, duties and accountability. Issue of incentive securities (options and performance rights) may be used to: 1) Align director remuneration with business strategy and shareholder outcomes; 2) Assist in creating shareholder value over the long term; 3) Increase retention of directors; and 4) Preservation of the Company’s cash holdings in the most effective way possible. Independent external advice is sought when required, however has not been sought during this reporting period. The maximum aggregate amount of fees that can be paid to non- executive directors is $350,000 approved by shareholders at the Annual General Meeting on 27 November 20 20. Fees for non- executive directors are not linked to the performance of the economic entity.
Page 31
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 30 The objective of the Company’s executive reward framework is set to attract and retain the most qualified and experienced directors and senior executives. The board ensures that executive reward satisfies the following key criteria for good reward governance practices: • Competitiveness • Acceptability to shareholders • Performance linkage • Capital management Directors’ fees A director may be paid fees or other amounts as the directors determine where a director performs special duties or otherwise performs services outside the scope of the ordinary duties of a director. A director may also be reimbursed for out of pocket expenses incurred as a result of their directorship or any special duties. Bonuses No bonuses were given to key management personnel during the 2025 and 2026 years. Performance based remuneration The Board as a whole agrees upon an appropriate level of performance based remuneration for executives, relative to their involvement in the management of the Company. The Company has issued a performance- based remuneration component built into director and executive remuneration packages in the form of Incentive Options and Performance Rights. On the resignation of executives, unless otherwise agreed by the Board, any unvested Incentive Options that have been issued as remuneration lapse after a reasonable period. Group performance, shareholder wealth and director’s and executive’s remuneration The remuneration policy has been tailored to increase goal congruence between shareholders and directors and executives. The following table shows the gross revenue and losses and the share price of the Group at the end of the respective financial year: 30 June 2026 30 June 2025 30 June 2024 30 June 2023 30 June 2022 Income 67,573,891 674,935 1,040,761 105,860 899 Net Profit / (Loss) 54,925,773 (18,807,503) 10,494,571 (7,107,858) (5,804,791) Share price (cents) 20.5c 24.0c 28.5c 17.5c 25.5c
Page 32
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 31 Remuneration of key management personnel: 2026 Short-term Long-term Post employment Share- based Payments Total Performance Related Salary & Fees Annual Leave Movement Long Service Leave Movement Super- annuation $ $ $ $ $ $ % Non-executive Directors Russell Clark 103,550 - - 2,850 561,290 667,690 30.4% Annie Guo 75,000 - - - 561,290 636,290 31.9% Alex Neuling1 10,081 - - 1,210 - 11,291 - Executive Directors Stefan Murphy2 386,111 6,628 9,154 36,095 874,255 1,312,243 38.4% Other KMP’s Milan Jerkovic3 53,226 - - - 14,374 67,600 21.3% Trevor O’Connor 223,675 - - - 147,666 371,341 27.3% Total 851,643 6,628 9,154 40,155 2,158,875 3,066,455 1 Alex Neuling was appointed as a Non-executive Director on 7 May 2026. 2 Stefan Murphy resigned as Managing Director on 7 May 2026 and the remuneration disclosed above includes the provision for his termination payments. 3 Milan Jerkovic was appointed as Acting Chief Executive Officer on 7 May 2026. 2025 Short-term Long-term Post employment Share- based Payments Total Performance Related Salary & Fees Annual Leave Movement Long Service Leave Movement Super- annuation $ $ $ $ $ $ % Non-executive Directors Russell Clark 87,806 - - - 26,574 114,380 0% Annie Guo 56,700 - - - 22,434 79,134 0% Executive Directors Stefan Murphy 315,000 10,076 4,669 29,932 20,917 380,594 0% Other KMP’s Fabian Goddard1 336,202 2,985 (2,619) 36,597 (1,519) 371,646 0% Trevor O’Connor 200,323 - - - 52,327 252,650 0% Total 996,031 13,061 2,050 66,529 120,733 1,198,404 1 Fabian Goddard was made redundant on 1 July 2025 and the remuneration disclosed above includes the provision for his termination payments. Service and employment contracts of company directors Milan Jerkovic (Acting Chief Executive Officer) Milan Jerkovic has entered into an Consultant’s Services Agreement with CZR Resources Ltd and commenced as Interim Chief Executive Officer of the company on the 7th of May 2026. Details of contractual arrangements with Mr Jerkovic are as follows: Term of engagement Indefinite, with a Minimum Term End Date being six months from 7 May 2026. Fixed remuneration $30,000 per month, exclusive of GST. Other entitlements The issue of the following Performance Rights (PR’s) as a Short Term Incentive: - 500,000 PR’s vesting when the Company achieves a 15- day VWAP of Shares equal to or greater than $0.55 per Share, with the PR’s expiring 3 years after the date of issue.
Page 33
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 32 - 500,000 PR’s vesting when the Company achieves a 15- day VWAP of Shares equal to or greater than $0.65 per Share, with the PR’s expiring 3 years after the date of issue. Termination notice The Company may terminate the Consultant’s Services Agreement immediately at any time for cause, including prior to the Minimum Term End Date. Prior to Minimum Term End Date, Mr Milan Jerkovic may terminate the Consultant’s Services Agreement with 3 month’s notice. After the Minimum Term End Date, either party may terminate the Consultant’s Services Agreement with 14 day’s notice. Stefan Murphy (Managing Director to 7 May 2026) Stefan Murphy has entered into an Executive Services Agreement with CZR Resources Ltd and commenced as Managing Director of the company on the 9th of November 2021. Details of contractual arrangements with Mr Murphy are as follows: Term of engagement No fixed term. Contract continues until terminated in accordance with the terms of the Contract. Fixed remuneration $350,000 per annum, exclusive of superannuation. Other entitlements Annual and other statutory leave. Termination notice 3 months by either party. Additional provisions Contract contains additional provisions considered standard for employment agreements of this nature. Non-executive Chairman Russell Clark was appointed a director on the 10th of November 2021 under a Letter of Engagement. Mr Clark is entitled to director fees of $ 106,400 per annum inclusive of superannuation. His appointment has no fixed term and contains no termination provisions. Continued appointment is subject to the Corporations Act, Company's Constitution and the ASX Listing Rules. Non-executive director Annie Guo was appointed on 18th February 2021 and Alexander Neuling was appointed on 7 May 2026, both under Letters of Engagement. Non -executive directors are entitled to directors fees of $75 ,000 per annum inclusive of superannuation. Their appointment has no fixed term and contains no termination provisions. Continued appointment is subject to the Corporations Act, Company's Constitution and the ASX Listing Rules. Trevor O’Connor (CFO / Company Secretary) Trevor O’Connor has entered into a Consulting Agreement with CZR Resources Ltd on the 25th of June 2022. Details of contractual arrangements with Mr O’Connor are as follows: Term of engagement No fixed term. Contract continues until terminated in accordance with the terms of the Contract. Fixed remuneration $215 per hour with minimum fees totalling $11,900 per month. Termination notice 3 months by either party. Details of Share-based Remuneration From time to time, the Company may consider encompassing performance- based components into an directors and executive’s overall remuneration packages . The Options provided are valued using a Black - Scholes option pricing model and performance rights are valued using a trinomial valuation model valuation methodology. Fair values at grant date takes into account the exercise price, the term of the right or option, the Company share price at grant date and expected Company share price volatility, the expected dividend yield and the risk-free rate for the term of the right or option.
Page 34
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 33 Options 2026 Financial Year The following remuneration options were issued to Key Management Personnel during the year ended 30 June 2026: (1) On 27 November 2025 following shareholders approval the Company issued 2,000,000 Director Incentive Options to each of Russell Clark, Stefan Murphy and Annie Guo (or their nominees). 1,000,000 Options are exercisable at $0.40 by 27 November 2027 (Tranche 1) and the other 1,000,000 Options are exercisable at $0.65 by 27 November 2029 (Tranche 2). (2) On 27 November 2025 the Company issued 200,000 Incentive Options to Trevor O’Connor the Company’s CFO /Company Secretary. 100,000 Options are exercisable at $0.40 by 27 November 2027 (Tranche 1) and the other 100,000 Options are exercisable at $0.65 by 27 November 2029 (Tranche 2). The fair value of the above options was determined using the Black -Scholes option valuation methodology and applying the following inputs: Director Options Tranche 1 Director Options Tranche 1 CFO-CoSec Options Tranche 1 CFO-CoSec Options Tranche 2 Grant Date 27/11/25 27/11/25 27/11/25 27/11/25 Issue Date 27/11/25 27/11/25 27/11/25 27/11/25 Number of Options 3,000,000 3,000,000 100,000 100,000 Exercise Price $0.40 $0.65 $0.40 $0.65 Expiry Date 27/11/27 27/11/29 27/11/27 27/11/29 Share Price at time of grant $0.365 $0.365 $0.365 $0.365 Risk Free Rate 3.77% 3.93% 3.77% 3.93% Volatility 72.8% 91.4% 72.8% 91.4% Value per Option $0.142 $0.205 $0.142 $0.205 Total Value of Options $425,386 $613,868 $14,180 $20,462 The following remuneration options were exercised by Key Management Personnel during the year ended 30 June 2026 into shares: Description Grant date Exercise price Expiry date No of Options Exercised MD Options 30/11/23 $0.000017 30/11/27 588,236 Total 2,352,945 The following remuneration options were cash settled by Key Management Personnel during the year ended 30 June 2026: Description Grant date Exercise price Expiry date No of Options / Performance Rights Exercised Date Exercised / Converted Discounted Value of all securities at settlement1 Consideration to exercise / convert securities Net Cash Paid on Cash Settlement Options: MD Performance Options 08/11/21 $0.000017 09/11/25 588,236 31/10/25 $175,059 $10 $175,049 MD Performance Options A 08/11/21 $0.272 09/11/25 588,236 07/11/25 $187,883 $160,000 $27,883 Total Options Cash Settled 1,176,472 $362,942 $160,010 $202,932 In accordance with the mechanism as approved by shareholders at the Company’s AGM held on 29 November 2024, holders of options who request that options are cash settled and the Company elects to cash settle the options, holders will receive a cash payment calculated by applying a 10% discount to the VWAP of shares over the 15 Trading Days up to and including the date the relevant options are exercised.
Page 35
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 34 Performance Rights 2026 Financial Year The following remuneration performance rights were issued to Key Management Personnel during the year ended 30 June 2026: (1) On 27 November 2025 Shareholders approved at the Company’s AGM the issue of 4,680,000 Director Incentive Performance Rights, being the issue of 2,500,000 Performance Rights to Stefan Murphy and 1,040,000 Performance Rights to each of Russell Clark, and Annie Guo (or their nominees). The Performance Rights expire on 27 November 2029 and vest in accordance with the following conditions: Tranche Holder and Number Performance Condition One Stefan Murphy – 500,000 Russell Clark – 200,000 Annie Guo – 200,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.35 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Two Stefan Murphy – 600,000 Russell Clark – 240,000 Annie Guo – 240,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Three Stefan Murphy – 700,000 Russell Clark – 280,000 Annie Guo – 280,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Four Stefan Murphy – 800,000 Russell Clark – 320,000 Annie Guo – 320,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) (2) On 27 November 2025 the Company issued 520,000 Incentive Performance Rights to Trevor O’Connor the Company’s CFO /Company Secretary on the same terms and conditions as the Director Incentive Performance Rights detailed above including expiry date and vesting hurdles. The 520,000 Incentive Performance Rights were split into vesting tranches as follows; Tranche One 100,000, Tranche Two 120,000, Tranche Three 140,000 and Tranche Four 160,000 Performance Rights.
Page 36
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 35 The fair value of the above Performance Rights was determined using a trinomial valuation model valuation methodology and applying the following inputs: Incentive Performance Rights Tranche One Incentive Performance Rights Tranche Two Incentive Performance Rights Tranche Three Incentive Performance Rights Tranche Four Grant Date 27 Nov 2025 27 Nov 2025 27 Nov 2025 27 Nov 2025 Issue Date 27 Nov 2025 27 Nov 2025 27 Nov 2025 27 Nov 2025 Number of Options - Directors 900,000 1,080,000 1,260,000 1,440,000 Number of Options – CFO - CoSec 100,000 120,000 140,000 160,000 Share Price at time of grant $0.365 $0.365 $0.365 $0.365 Expiry Date 27 Nov 2029 27 Nov 2029 27 Nov 2029 27 Nov 2029 Risk Free Rate 3.93% 3.93% 3.93% 3.93% Volatility 91.4% 91.4% 91.4% 91.4% Value per Performance Right $0.365 $0.358 $0.351 $0.343 Total Value of Performance Rights - Directors $328,500 $386,640 $441,882 $494,352 Total Value of Performance Rights – CFO – Co Sec $36,500 $42,960 $49,098 $54,928 (3) On 7 May 2026 the Company issued 1,000,000 Incentive Performance Rights to Milan Jerkovic the Company’s new Acting Chief Executive Officer as part of his Consulting Services Arrangement. The Performance Rights expire on 7 May 2029 and vest in accordance with the following conditions: Tranche Holder and Number Performance Condition One Milan Jerkovic – 500,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Two Milan Jerkovic – 500,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) In the event of termination of the Consultant’s Services Agreement, or for any reason the Consultant stops working for the Company, any unvested short -term cash incentives or Performance Rights held by the Contractor will lapse, unless the Contractor is determined by the Board to be a Good Leaver. A Good Leaver includes termination due to mutual agreement between the parties, termination of the Consultant’s Services Agreement without cause by the Company, or other circumstances as determined by the Board. If considered a Good Leaver, the Board may, at its discretion, allow some or all unvested performance shares to vest or remain “on foot”.
Page 37
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 36 The fair value of the above Performance Rights was determined using a trinomial valuation model valuation methodology and applying the following inputs: Incentive Performance Rights Tranche One Incentive Performance Rights Tranche Two Grant Date 7 May 2026 7 May 2026 Issue Date 7 May 2026 7 May 2026 Number of Options 500,000 500,000 Share Price at time of grant $0.275 $0.275 Expiry Date 7 May 2029 7 May 2029 Risk Free Rate 4.60% 4.60% Volatility 76.5% 76.5% Value per Performance Right $0.2247 $0.2091 Total Value of Performance Rights $112,350 $104,550 The following remuneration performance rights were converted by Key Management Personnel during the year ended 30 June 2026 into shares: Description Grant date Conversion price Expiry date No of Performance Rights Converted Director Performance Rights 30/11/23 - 30/11/27 350,000 Total 350,000 The following performance rights were cash settled by Key Management Personnel during the year ended 30 June 2026: Description Grant date Exercise price Expiry date No of Options / Performance Rights Exercised Date Exercised / Converted Discounted Value of all securities at settlement1 Consideration to exercise / convert securities Net Cash Paid on Cash Settlement Performance Rights (‘PR’S”): Director PR’s 28/11/22 Nil 28/11/26 147,059 30/09/25 $35,882 Nil $35,882 Director PR’s 30/11/23 Nil 30/11/27 700,000 30/09/25 $170,800 Nil $170,800 Director PR’s 30/11/23 Nil 30/11/27 700,000 28/11/25 $248,920 Nil $248,920 Director PR’s 30/11/23 Nil 30/11/27 350,000 23/01/26 $140,350 Nil $140,350 Total 1,897,059 $595,952 Nil $595,952 In accordance with the mechanism as approved by shareholders at the Company’s AGM held on 29 November 2024, holders of performance rights who request that performance rights are cash settled and the Company elects to cash settle the performance rights, holders will receive a cash payment calculated by applying a 10% discount to the VWAP of shares over the 15 Trading Days up to and including the date the relevant performance rights are converted.
Page 38
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 37 Options holdings Details of options held directly, indirectly or beneficially by key management personnel and their related parties are as follows: Name Balance at 1 July 2025 Options Issued as Rem. Options cashed in / exercised Options cancelled / Forfeited Other changes during the year Balance at 30 June 2026 Vested and Exercisable at 30 June 2026 Non-executive Directors Russell Clark 2,352,942 2,000,000 - - - 4,352,942 4,352,942 Annie Guo 1,764,706 2,000,000 - - - 3,764,706 3,764,706 Alexander Neuling - - - - - - - Executive Directors Stefan Murphy1 3,529,414 2,000,000 (1,764,708) (1,764,706) (2,000,000) - - Other KMP’s Milan Jerkovic - - - - - - - Trevor O’Connor 1,000,000 200,000 - - - 1,200,000 1,200,000 Total 8,647,062 6,200,000 (1,764,708) (1,764,706) (2,000,000) 9,317,648 9,317,648 1 Stefan Murphy resigned as Managing Director on 7 May 2026. Rights holdings Details of rights held directly, indirectly or beneficially by key management personnel and their related parties are as follows: Name Balance at 1 July 2025 Rights Issued as Rem. Rights cashed in / exercised Other changes during the year Balance at 30 June 2026 Vested and Exercisable at 30 June 2026 Non-executive Directors Russell Clark 847,059 1,040,000 (847,059) - 1,040,000 440,000 Annie Guo 810,295 1,040,000 - - 1,850,295 1,250,295 Alexander Neuling - - - - - - Executive Directors Stefan Murphy1 1,400,000 2,600,000 (1,400,000) (2,600,000) - - Other KMP’s Milan Jerkovic - 1,000,000 - - 1,000,000 - Trevor O’Connor - 520,000 - - 520,000 220,000 Total 3,057,354 6,200,000 (2,247,059) (2,600,000) 4,410,295 1,910,295 1 Stefan Murphy resigned as Managing Director on 7 May 2026
Page 39
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 38 Shareholdings Details of equity instruments (other than options and rights) held directly, indirectly or beneficially by key management personnel and their related parties are as follows: Name Balance at 1 July 2025 Balance at start date Exercise of Options Conversion of Performance Rights Purchases on / off Market Other changes Balance at 30 June 2026 Non-executive Directors Russell Clark - - - - - - - Annie Guo1 123,529,413 - - - 266,781 - 123,796,194 Alexander Neuling - 39,118 - - 272,025 - 311,143 Executive Directors Stefan Murphy2 588,236 - 588,236 350,000 100,285 (1,626,757) - Other KMP’s Milan Jerkovic - - - - - - - Trevor O’Connor - - - - - - - Total 124,117,649 39,118 588,236 350,000 639,091 (1,626,757) 124,107,337 1 Annie Guo shareholding includes 123,529,413 shares held by entities associated with Mark Creasy, Annie Guo’s spouse, which as a result of this relationship is required to be disclosed under AASB 124, however Annie Guo is not considered to have a relevant interest in these shares for Corporations Act purposes. The opening shareholding balance for Annie Guo has been restated to include these shares held by her spouse and does not reflect an increase in Annie Guo’s direct shareholding. 2 Stefan Murphy resigned as Managing Director on 7 May 2026. Loans from / to key management persons During the 2026 financial year there were no loans from / to key management persons. Other transactions and balances In December 2023 CZR secured a short-term funding facility of $500,000 from Yandal Investments Pty Ltd (an entity owned by CZR’s major shareholder Mark Creasy and Annie Gu o’s husband). The loan facility was unsecured, could be drawn in tranches of not less than $50,000, interest was payable at 12.0% per annum and a facility fee of $10,000 was paid. Subsequent to December 2023 the short-term loan facility was increased and extended numerous times . The most recent arrangement before the loan was repaid back in full, was in April 2025, which saw the loan facility increased to $1,500,000 and the repayment date extended to 31 October 2025. On 11 September 2025 the loan was repaid in full, including interest. Interest of $39,304 accrued on the loan during the year ended 30 June 2026 (2025: $125,595). Aggregate amounts of liabilities at reporting date relating to director fees of the group are as follows: 2026 $ 2025 $ Current liabilities Russell Clark - - Annie Guo - 173,625 - 173,625 Performance income as a proportion of total income No performance- based bonuses have been paid to key management personnel during the financial year (2025: Nil). Voting and comments made at the Group’s 2025 Annual General Meeting The Group received only 204,238 votes against the remuneration report (1.3%) for the 20 25 financial year. The Group did not receive any specific feedback at the AGM or throughout the year on its remuneration practices. END OF REMUNERATION REPORT (Audited).
Page 40
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 39 OPTIONS At the date of this report there are 12,317,648 unissued ordinary shares of the Company under option. Date of expiry Exercise price Total Outstanding Subject to Continuing Vesting Conditions 28 Nov 2026 $0.476 4,117,648 No 17 Mar 2027 $0.476 1,000,000 No 27 Nov 2027 $0.40 3,000,000 No 27 Nov 2027 $0.40 100,000 No 27 Nov 2029 $0.65 3,000,000 No 27 Nov 2029 $0.65 100,000 No 14 Apr 2028 $0.40 500,000 No 14 Apr 2030 $0.65 500,000 No Total 12,317,648 PERFORMANCE RIGHTS At the date of this report there are 5,830,000 unissued ordinary shares subject to performance rights. Date of expiry Exercise price Total Outstanding Subject to Continuing Vesting Conditions 07 May 2028 Nil 1,000,000 Yes 27 Nov 2029 Nil 2,700,000 Yes 27 Nov 2029 Nil 300,000 Yes 14 Apr 2030 Nil 1,150,000 Yes 22 May 2030 Nil 680,000 Yes Total 5,830,000 ROUNDING OF AMOUNTS The company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding- off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar. INDEMNIFYING OFFICERS In accordance with the constitution, except as may be prohibited by the Corporations Act 2001 every Officer or agent of the Company shall be indemnified out of the property of the Company against any liability incurred by him in his capacity as Officer or agent of the Company or any related corporation in respect of any act or omission whatsoever and howsoever occurring or in defending any proceedings, whether civil or criminal. PROCEEDINGS ON BEHALF OF GROUP No person has applied for leave of Court under s.237 of the Corporations Act to bring proceedings on behalf of the Group or intervene in any proceedings to which the Group is a party for the purpose of taking responsibility on behalf of the Group for all or any part of these proceedings. The Group was not a party to any such proceedings during the year.
Page 41
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ REPORT (Continued) 40 NON-AUDIT SERVICES The Directors are satisfied that the provision of non-audit services, during the year, by the auditor or a related practice of the auditor is compatible with the general standard of independence for auditors imposed by the Corporations Act 2001. During the 2026 and 2025 years, the Group’s auditors assisted the Group through the provision of taxation services, structuring advice and corporate due diligence advice. No other non – audit services have been provided by the Group’s auditors. Remuneration paid to the Group’s auditors is as below: 2026 $ 2025 $ Audit services Amounts paid/payable to BDO Audit Pty Ltd for: - audit or review of the financial report for the entity or any entity in the group 75,755 64,582 Amounts paid/payable to related entities of BDO Audit Pty Ltd - Taxation services - Other services (due diligence of corporate transactions) 14,024 - 23,407 137,093 89,779 225,082 The Directors are also satisfied that the provision of non- audit services by the auditor, as set out in Note 10 to the financial statements, did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons: • All non-audit services have been reviewed by the Board of Directors to ensure they do not impact the impartiality and objectivity of the auditor, and • None of the services undermine the general principles relating to auditor’s independence as set out in APES110: Code of Ethics for Professional Accountants. AUDITOR’S INDEPENDENCE DECLARATION The auditor’s independence declaration under section 307C of the Corporations Act 2001 for the year ended 30 June 2026 is set out on page 41. This report is signed in accordance with a resolution of the Board of Directors. Russell Clark Chairman Dated this 24 th day of September 2026
Page 42
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES AUDITOR’S INDEPENDENCE DECLARATION 41 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms. Liability limited by a scheme approved under Professional Standards Legislation. Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au DECLARATION OF INDEPENDENCE BY JEREMY WATKINS TO THE DIRECTORS OF CZR RESOURCES LTD As lead auditor of CZR Resources Ltd for the year ended 30 June 2026, I declare that, to the best of my knowledge and belief, there have been: 1. No contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the audit; and 2. No contraventions of any applicable code of professional conduct in relation to the audit. This declaration is in respect of CZR Resources Ltd the entities it controlled during the period. Jeremy Watkins Director BDO Audit Pty Ltd Perth 24 September 2026
Page 43
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2026 42 (a) Note 2026 $ 2025 $ Gain on disposal of Robe Mesa Project 6 65,103,516 - Other income 6 2,470,375 674,935 Total income 67,573,891 674,935 Depreciation and amortisation expense 7 (13,050) (10,152) Share based payment expense 7 (2,367,610) (108,723) Compliance and professional fees (533,087) (477,318) Corporate transactions costs 7 (172,306) (1,285,440) Occupancy expenses 7 (83,701) (83,013) Administration expenses (534,879) (280,160) Directors’ fees (192,690) (144,506) Finance costs 7 (89,521) (194,671) Exploration costs 7 (4,755,484) (1,913,024) Write-off of assets 7 (25,522) - Share of loss of joint ventures accounted for using the equity method (20,655) (95,741) Profit / (Loss) before income tax 58,785,386 (3,917,813) Income tax expense 8 (3,859,613) (14,889,690) Profit / (loss) after income tax for the year 54,925,773 (18,807,503) Other comprehensive income for the year - - Total comprehensive profit / (loss) attributable to Owners of CZR Resources Ltd 54,925,773 (18,807,503) Cents Cents Profit / (loss) per share attributable to the Owners of CZR Resources Ltd Basic profit / (loss) per share Diluted profit / (loss) per share 9 9 23.02 22.58 (7.95) N/A The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
Page 44
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2026 43 Note 2026 $ 2025 $ ASSETS Current Assets Cash and cash equivalents 11 13,694,830 187,906 Investments 12 51,391,091 - Trade and other receivables 13 1,141,498 99,895 Assets of disposal group classified as held for sale 14 - 9,247,201 Total Current Assets 66,227,419 9,535,002 Non-Current Assets Investments accounted for using the equity method 2,889 23,544 Property, plant and equipment 15 193,876 4,332 Exploration assets 16 4,821,054 4,821,054 Total Non-Current Assets 5,017,819 4,848,930 TOTAL ASSETS 71,245,238 14,383,932 LIABILITIES Current Liabilities Trade and other payables 17 1,912,741 1,066,625 Provisions 58,166 80,432 Borrowings 18 - 1,500,000 Liabilities directly associated with assets as held for sale 19 - 2,850,000 Income tax 8 3,574,137 - Total Current Liabilities 5,545,044 5,497,057 Non-Current Liabilities Provisions 19,191 14,961 Deferred tax 8 285,476 - Total Non-Current Liabilities 304,667 14,961 TOTAL LIABILITIES 5,849,711 5,512,018 NET ASSETS 65,395,527 8,871,914 EQUITY Contributed equity 20 51,934,519 51,905,405 Reserves 21 7,718,087 6,149,361 Accumulated profit / (losses) 22 5,742,921 (49,182,852) TOTAL EQUITY 65,395,527 8,871,914 The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Page 45
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2026 44 Note 2026 $ 2025 $ Cash flows from operating activities Cash paid to suppliers and employees (1,788,574) (1,504,222) Interest received 1,459,294 21,246 Interest paid (243,834) (40,358) Other income received - 3,689 Re-imbursement of exploration expenditure 67,469 - Payments for exploration expenditure (3,624,695) (2,159,628) GST received relating to the sale of Robe Mesa Assets 7,441,747 - GST paid relating to the sale of Robe Mesa Assets (7,441,746) - Net cash (outflow) from operating activities 26 (4,130,339) (3,679,273) Cash flows from investing activities Payment for investments - (80,000) Payment for investments – long-term deposits (51,391,091) Payments for property, plant and equipment (201,877) - Proceeds from sale of tenements (Robe Mesa) 74,343,837 - Proceeds from sale of property, plant and equipment 6,163 - Proceeds from exclusivity fees – Robe Mesa Transactions - 650,000 Payment of Fenix Transaction break fee - (650,000) Net cash inflow / (outflow) from investing activities 22,757,032 (80,000) Cash flows from financing activities Proceeds from issue of ordinary shares 32,048 17 Cash settlement of Securities (798,894) - Payment of share issue costs (2,923) - Proceeds from borrowings 1,000,000 6,626,000 Repayment of borrowings (5,350,000) (3,267,670) Net cash (outflow) / inflow from financing activities (5,119,769) 3,358,347 Net increase / (decrease) in cash and cash equivalents 13,506,924 (400,926) Cash and cash equivalents at beginning of year 187,906 588,832 Cash and cash equivalents at end of year 11 13,694,830 187,906 The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.
Page 46
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2026 45 Issued capital Reserves Accumulated profit / (losses) Total equity $ $ $ $ At 1 July 2024 51,905,388 6,040,638 (30,375,349) 27,570,677 Total comprehensive loss for the year - - (18,807,503) (18,807,503) Transactions with owners in their capacity as owners Shares issued – exercise of options 17 - - 17 Share based payments - 108,723 - 108,723 At 30 June 2025 51,905,405 6,149,361 (49,182,852) 8,871,914 At 1 July 2025 51,905,405 6,149,361 (49,182,852) 8,871,914 Total comprehensive profit for the year - - 54,925,773 54,925,773 Transactions with owners in their capacity as owners Shares issued – exercise of options 32,038 - - 32,038 Share issue costs (2,924) - - (2,924) Share based payments - 2,367,610 - 2,367,610 Cash settlement of Securities - (798,884) - (798,884) At 30 June 2026 51,934,519 7,718,087 5,742,921 65,395,527 The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
Page 47
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 46 1. CORPORATE INFORMATION The consolidated financial report of CZR Resources Ltd (“CZR”) for the year ended 30 June 2026 was authorised for issue in accordance with a resolution of the directors on 2 4 September 2026 and covers CZR Resources Ltd as an individual entity as well as the Consolidated Entity consisting of CZR Resources Ltd and its subsidiaries as required by the Corporations Act 2001. The consolidated financial report is presented in the Australian currency. CZR Resources Ltd is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange. 2. SUMMARY OF MATERIAL ACCOUNTING POLICIES The material accounting policies adopted in the preparation of the financial report are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The financial report includes separate financial statements for CZR Resources Ltd as an individual entity and the consolidated entity consisting of CZR Resources Ltd and its subsidiaries. (a) Basis of Preparation The financial report is a general purpose financial report which has been prepared in accordance with Australian Accounting Standards, other authoritative pronouncements of the Australian Accounting Standards Board and Interpretations and the Corporations Act 2001 . CZR Resources Ltd is a for -profit entity for the purpose of preparing the financial statements. Compliance with IFRS These financial statements also comply with International Financial Reporting Accounting Standards as issued by the International Accounting Standards Board ('IASB'). Going Concern The Group has incurred a profit after tax for the year ended 30 June 2026 of $54,925,773 (2025: loss after tax of $18,807,503) and experienced net cash outflows from operating activities of $4,130,339 (2025: $3,679,273). At 30 June 2026, the Group had current assets of $ 66,227,419 (2025: $9,535,002), and a working capital surplus of $60,682,375 (2025: $4,037,945). Given the Company strong financial position as 30 June 2026 , the Group’s financial statements have been prepared on a going concern basis, which contemplates the continuity of normal business activity and the realisation of assets and the settlement of liabilities in the ordinary course of business . (b) Segment Reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board. (c) Income Tax CZR Resources Ltd (the 'head entity') and its wholly -owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime. The head entity and each subsidiary in the tax consolidated group continue to account for their own current and deferred tax amounts. The tax consolidated group has applied the 'separate taxpayer within group' approach in determining the appropriate amount of taxes to allocate to members of the tax consolidated group.
Page 48
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 47 In addition to its own current and deferred tax amounts, the head entity also recognises the current tax liabilities (or assets) and the deferred tax assets arising from unused tax losses and unused tax credits assumed from each subsidiary in the tax consolidated group. Assets or liabilities arising under tax funding agreements with the tax consolidated entities are recognised as amounts receivable from or payable to other entities in the tax consolidated group. The tax funding arrangement ensures that the intercompany ch arge equals the current tax liability or benefit of each tax consolidated group member, resulting in neither a contribution by the head entity to the subsidiaries nor a distribution by the subsidiaries to the head entity. (d) Financial instruments The Group’s financial liabilities include trade and other payables. (e) Exploration, Evaluation and Development Expenditure Exploration and evaluation costs including costs of studies, exploratory drilling, trenching and sampling and associated activities and an allocation of depreciation and amortisation of assets used in exploration and evaluation activities along with those for general and administrative costs are expensed in the period they are incurred. Acquisition costs of acquiring are capitalised until the viability of the area of interest is determined. Those acquisition costs are carried forward when the following conditions are satisfied: (i) the rights to tenure of the area of interest are current; and (ii) at least one of the following conditions is also met: a) the exploration and evaluation expenditures are expected to be recouped through successful development and exploration of the area of interest, or alternatively, by its sale; or b) exploration and evaluation activities in the area of interest have not at the reporting date reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves, and active and significant operations in, or in relation to, the area of interest are continuing. Exploration and evaluation assets are assessed for impairment when facts and circumstances suggest that the carrying amount of an exploration and evaluation asset may exceed its recoverable amount. The recoverable amount of the exploration and evaluation asset (for the cash generating unit(s) to which it has been allocated being no larger than the relevant area of interest) is estimated to determine the extent of the impairment loss (if any). Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but only to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in previous years. Where a decision has been made to proceed with development in respect of a particular area of interest, the relevant exploration and evaluation asset is tested for impairment and the balance is then reclassified to development. (f) Trade and Other Payables These amounts are unsecured and are usually paid within 30 days of recognition. (g) Share-based payments The Group provides benefits in the form of share-based payment transactions, whereby services are provided or benefits are provided in exchange for shares or rights over shares (‘equity -settled transactions’). The cost of these equity -settled transactions is measured by reference to the fair value at the date at which they are granted. The fair value of options is determined using a Black Scholes model and for performance rights a trinomial valuation model.
Page 49
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 48 In valuing equity-settled transactions, no account is taken of any performance conditions, other than conditions linked to the price of the shares of CZR Resources Ltd (‘market conditions’). The cost of equity -settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance conditions are fulfilled, ending on the date on which the relevant parties become fully entitled to the award (‘vesting date’). The cumulative expense recognised for equity -settled transactions at each reporting date until vesting date reflects (i) the extent to which the vesting period has expired and (ii) the number of awards that, in the opinion of the directors of the Company, will ultimately vest. This opinion is formed based on the best available information at balance date. No adjustment is made for the likelihood of market performance conditions being met as the effect of these conditions is included in the determination of fair value at grant date. No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition. Until an award has vested, any amounts recorded are contingent and will be adjusted if more or fewer awards vest than were originally anticipated to do so. Any award subject to a market condition is considered to vest irrespective of whether or not that market condition is fulfilled, provided that all other conditions are satisfied. If the terms of an equity -settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In addition, an expense is recognised for any modification that increases the total fair value of the share- based payment arrangement, or is otherwise beneficial to the employee, as measured at the date of modification. (h) New or amended accounting standards and interpretations adopted by the Group In the year ended 30 June 2026 , the Directors have reviewed all of the new and revised Standards and Interpretations issued by the AASB that are relevant to the Group and effective for the reporting period beginning on or after 1 July 2025 . As a result of this review, the Directors have determined that there is no material impact of the Standard and Interpretations issued on the Group and, therefore, no change is necessary to its accounting policies. (i) New Accounting Standards and interpretations not yet mandatory or early adopted Australian Accounting Standards and Interpretations that have recently been issued or amended but are not yet mandatory have not been early adopted by the consolidated entity for the annual reporting period ended 30 June 2026. The consolidated entity's ass essment of the impact of these new or amended Accounting Standards and Interpretations, most relevant to the consolidated entity, are set out below. AASB 18 Presentation and Disclosure in Financial Statements This standard is applicable to annual reporting periods beginning on or after 1 January 2027 and early adoption is permitted. The standard replaces IAS 1 'Presentation of Financial Statements', with many of the original disclosure requirements retained and there will be no impact on the recognition and measurement of items in the financial statements. But the standard will affect presentation and disclosure in the financial statements, including introducing five categories in the statement of profit or loss and other comprehensive income: operating, investing, financing, income taxes and discontinued operations. The standard introduces two mandatory sub-totals in the statement: 'Operating profit' and 'Profit before financing and income taxes'. There are also new disclosure requirements for 'management -defined performance measures', such as earnings before interest, taxes, depreciation and amortisation ('EBITDA') or 'adjusted profit'. The standard provides enhanced guidance on grouping of information (aggregation and disaggregation), including whether to present this information in the primary financial statements or in the notes. The consolidated entity will adopt this standard from 1 July 2027 and it is expected that there will be a significant change to the layout of the statement of profit or loss and other comprehensive income.
Page 50
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 49 Rounding of amounts The company is of a kind referred to in Corporations Instrument 2026/183, issued by the Australian Securities and Investments Commission, relating to 'rounding- off'. Amounts in this report have been rounded off in accordance with that Corporations Instrument to the nearest dollar. 3. ACCOUNTING ESTIMATES AND JUDGMENTS Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and that are believed to be reasonable under the circumstances. There are no estimates, assumptions or judgments that are expected to have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, except for the following: Exploration and Evaluation Assets Acquisition costs in respect of each identifiable area of interest. These costs are carried forward in respect of an area that has not , at reporting date , reached a stage which permits a reasonable assessment of the existence or otherwise of economically recoverable reserves . The future recoverability of exploration and evaluation expenditure is dependent on a number of factors, including whether the Group decides to exploit the related tenement itself, or if not, whether it successfully recovers the related exploration and ev aluation assets through sale. Factors that could impact the future recoverability include the level of reserves and resources, future technological changes, which could impact the cost of mining and changes to commodity prices. Share Based Payments The Group measures the cost of equity-settled transactions with other parties by reference to the fair value of the goods or services received. Where the fair value of the goods or services cannot be reliably determined, or where the goods or services cannot be identified, the Group measures the cost of the transaction by reference to the fair value of the equity instruments granted. Income tax The consolidated entity is subject to income taxes in the jurisdictions in which it operates. Significant judgement is required in determining the provision for income tax. There are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination is uncertain. The consolidated entity recognises liabilities for anticipated tax audit issues based on the consolidated entity's current understanding of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the current and deferred tax provisions in the period in which such determination is made. Deferred tax balances Deferred tax assets are recognised for deductible temporary differences only if the Group considers it is probable that future taxable amounts will be available to utilise those temporary differences and losses. The Income tax note disclosed in Note 8 has been prepared in accordance with the above. 4. SEGMENT REPORTING Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. CZR Resources Ltd operates in the mineral exploration industry in Australia.
Page 51
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 50 Given the nature of the Group, its size and current operations, management does not treat any part of the Group as a separate operating segment. Internal financial information used by the Group ’s decision makers is presented on a “whole of entity” manner without dissemination to any separately identifiable segments. The Group’s management operate the business as a whole without any special responsibilities for any separately identifiable segments of the business. Accordingly, the financial information reported elsewhere in this financial report is representative of the nature and financial effects of the business activities in which it engages and the economic environments in which it operates. 5. PARENT INFORMATION STATEMENT OF FINANCIAL POSITION 2026 $ 2025 $ Assets Current assets 66,226,709 268,393 Non-current assets 12,536,354 11,496,616 Total assets 78,763,063 11,765,009 Liabilities Current liabilities 77,290,479 2,548,073 Non-current liabilities 304,667 345,023 Total liabilities 77,595,146 2,893,096 Equity Contributed equity 51,934,519 51,905,405 Reserves 7,718,087 6,149,361 Accumulated losses (58,484,689) (49,182,853) Total equity 1,167,917 8,871,913 Total profit / (loss) for the year (9,301,836) (18,807,503) Total comprehensive profit / (loss) (9,301,836) (18,807,503) Guarantees CZR Resources Ltd has not entered into any guarantees, in the current or previous financial year, in relation to the debt of its subsidiaries Contractual Commitments At 30 June 2026, CZR Resources Ltd has not entered into any contractual commitments for the acquisition of property, plant and equipment (2025: Nil)
Page 52
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 51 6. INCOME 2026 $ 2025 $ Gain on disposal of Robe Mesa Project 65,103,516 - Other Income Non-refundable exclusivity fees - 650,000 Interest income 2,402,906 21,246 Other income 67,469 3,689 Total other income 2,470,375 674,935 Total Income 67,573,891 674,935 7. EXPENSES 2026 $ 2025 $ Profit / (loss) before income tax includes the following specific expenses: Depreciation expense 13,050 10,152 Occupancy expenses 83,701 83,013 Superannuation expense 79,417 87,349 Share based payments 2,367,610 108,723 Finance costs - Interest on borrowings 89,521 194,671 Write-off of assets 25,522 - Other Exploration costs 4,755,484 1,913,024 Corporate transaction costs 172,3061 1,285,4402 1 Corporate transaction costs were incurred during the 2026 Financial year relating to the proposed acquisition of Zuleika Gold Limited which was announced on 26 June 2026 and costs associated with the finalisation of RRJV Transaction which settled on 9 September 2025. 2 Significant corporate transaction costs were incurred during the 2025 Financial year relating to the Fenix Resources bid for the Company (including a one-off $650,000 break fee payment) and costs associated with the RRJV Transaction which was ultimately pursued instead of the Fenix offer , and settled on 9 September 2025.
Page 53
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 52 8. INCOME TAX EXPENSE Income tax expense 2026 $ 2025 $ Current tax expense 3,574,137 - Deferred tax expense 285,476 27,437,972 Under / (over provision) - (12,548,282) Total income tax expense 3,859,613 14,889,690 Reconciliation of the effective tax rate Profit / (loss) before income tax expense 58,785,386 (3,917,813) Prima facie income tax expense / (benefit) 25.0% (2025: 30.0%) 14,696,346 (1,175,344) - Share based payments 591,902 32,617 - Other - 247 - Tax losses and timing differences for which no deferred tax assets has been recognised 29,542 1,142,480 - Tax losses and other timing differences previously not recognised to reduce current tax expense (11,458,177) - - Reversal of tax losses and other timing differences previously recognised - 27,437,972 - Under / (over provision) - (12,548,282) Income tax expense / (benefit) 3,859,613 14,889,690 Deferred tax assets recognised - Other 284,763 - 284,763 - Deferred tax (liability) recognised - Exploration assets and expenditure (570,239) - (570,239) - Net deferred tax recognised (285,476) - Net deferred tax assets / liabilities not recognised - Tax Losses 506,833 16,775,510 - Capital losses 1,395,641 1,869,769 - Other 29,542 404,763 - Exploration assets and expenditure - (3,059,303) 1,932,015 15,990,739 On 9 September 202 5 the Company settled the sale of the Robe Mesa Project to the RRJV for cash consideration of $75,000,000. As a result of the above transaction the Company has applied tax losses and other timing differences (where applicable) previously not recognised to reduce its current tax expense/liability. On 29 December 2023 the Company entered into a binding Share Sale Agreement for the sale of Zanthus Pty Ltd, a wholly owned subsidiary that controls an 85% interest in the Robe Mesa Iron Ore Project, to Miracle Iron Resources Pty Ltd for $102 million (the Transaction). A deferred tax asset of $27,736,633 under AASB 112 was recognised on the difference between the taxable value of the transaction for the period ending 30 June 2024 less the accounting carrying amount of the Robe Mesa Iron Ore Project classified as held for sale. In addition, a current tax liability of $12,548,282 was recognised for the period ending 30 June 2024 which related to the Transaction. On 24 February 2025 the Company terminated the Transaction and as a result the Company wa s no longer exposed to the tax liability associated with the Transaction. In addition, the Company wa s no longer recognising the deferred tax asset referred to above as at 30 June 2025. The reversal of the tax implications from the Transaction was reflected in the 30 June 2025 financial period.
Page 54
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 53 The tax benefits of the above deferred tax assets will only be obtained if: the Group derives future assessable income of a nature and of an amount sufficient to enable the benefits to be utilised; the Group continues to comply with the conditions for deductibility imposed by law; and no changes in income tax legislation adversely affect the Group in utilising the benefits. 9. EARNINGS PER SHARE Reconciliation of earnings used in calculating loss per share 2026 $ 2025 $ Profit / (loss) after tax from operations attributable to Owners of CZR Resources Ltd used to calculate basic and dilutive earnings per share 54,925,773 (18,807,503) 2026 Number 2025 Number Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 238,632,329 236,577,193 Adjustments for calculation of diluted earnings per share: Options over ordinary shares 1,176,141 N/A* Performance Rights over ordinary shares 5,238,916 N/A* Weighted average number of ordinary shares used as the denominator in calculating diluted earnings per share 245,047,386 N/A* * As the Company recorded a loss in the previous financial year, outstanding options and performance rights were not dilutive. 10. AUDITOR'S REMUNERATION 2026 $ 2025 $ Audit services Amounts paid/payable to BDO Audit Pty Ltd for: - audit or review of the financial report for the entity or any entity in the group 75,755 64,582 Amounts paid/payable to related entities of BDO Audit Pty Ltd - Taxation services 14,024 23,407 - Other services (due diligence of corporate transactions) - 137,093 89,779 225,082
Page 55
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 54 11. CASH AND CASH EQUIVALENTS 2026 $ 2025 $ Cash at bank and in hand 510,087 187,906 Deposits at call 8,039,329 - Short-term deposits < 3 months maturity 5,145,414 - 13,694,830 187,906 Cash at bank and in hand earns interest on a floating rate basis, currently 3.77% (2025: 3.85%). Deposits at call earns interest on a floating rate basis, currently 4.35% (2025: N/a). Short-term deposits < 3 months maturity earns interest on a fixed rate basis, currently 5.20% (2025: N/a). (a) Reconciliation of Cash The above figures are reconciled to the cash at the end of the financial year as shown in the statement of cash flows as follows: 2026 $ 2025 $ Balances as above 13,694,830 187,906 Balances per statement of cash flows 13,694,830 187,906 The Group’s exposure to interest rate risk is discussed in note 25. The maximum exposure to interest rate risk at the end of the reporting period is the carrying amount of each class of cash and cash equivalents mentioned above. (b) Changes in liabilities arising from financing activities 2026 $ 2025 $ Opening balance 4,350,000 991,670 Net cash from financing activities – borrowings from related parties (refer to note 18) - 1,500,000 Net cash from financing activities – borrowings from third parties 1,000,000 5,126,000 Net cash from financing activities – repayments to third parties (3,850,000) (3,267,670) Net cash from financing activities – borrowings from related parties (refer to note 18) (1,500,000) - Closing balance - 4,350,000 (c) Unused loan facilities At the end of the financial year the group had the below loan facilities available: 2026 $ 2025 $ Total loan facilities - 5,350,000 Amount drawn down at end of the year - (4,350,000) Unused loan facilities balance at the end of the year - 1,000,000
Page 56
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 55 Details: Robe River Mining Co Pty Ltd Loan Facility Loan Facility1 - 3,850,000 Amount drawn down at end of the year - (2,850,000) Unused loan facility balance at the end of the year - 1,000,000 Yandal Investments loan facility Loan Facility2 - 1,500,000 Amount drawn down at end of the year - (1,500,000) Unused loan facility balance at the end of the year - - Total Unused loan facilities balance at the end of the year - 1,000,000 12. INVESTMENTS 2026 $ 2025 $ Bank term deposits > 3 months maturity 51,391,091 - 51,391,091 - The Company has invested short -term surplus funds in bank term deposits with initial maturity terms sometimes exceeding three months and as a result these term deposits are classified as Bank term deposits and not cash and cash equivalents. As at balance date the maximum term of maturity for Bank term deposits has been 9 months. Bank term deposits > 3 months maturity earns interest on a fixed rate basis, currently 4.75% (2025: N/a). 13. TRADE AND OTHER RECEIVABLES 2026 $ 2025 $ Rental deposits 17,715 17,715 Accrued Interest 943,612 - Other debtors 1,098 7,199 Other prepayments 6,250 25,522 GST and BAS receivable 172,823 49,459 1,141,498 99,895 As of 30 June 2026, there were no trade receivables which were past due but not impaired. Please refer to Note 25 for assessment of Financial Risk Management. 14. ASSETS OF DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE 2026 $ 2025 $ Investments - - Other receivables - - Property, plant and equipment - 6,880 Exploration assets - 9,240,321 - 9,247,201 The assets identified above for the year ended 30 June 2025 represents the Robe Mesa assets that were sold to RRJV as part of the Tenement Sale and Purchase Agreement dated 17 April 2025 between CZR Resources Ltd and Zanthus Resources Pty Ltd (a subsidiary of CZR Resources Ltd), and North Mining Limited, Robe River Mining Co Pty Ltd and Mitsui Iron Ore Development Pty Ltd that settled on 9 September 2025 (refer to the Directors’ Report for more information).
Page 57
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 56 15. PROPERTY, PLANT AND EQUIPMENT 2026 $ 2025 $ Motor vehicles At cost 176,832 40,595 Accumulated depreciation (45,566) (40,595) 131,266 - Software At cost 46,402 46,402 Accumulated depreciation (46,402) (46,402) - - Plant and equipment At cost 86,570 20,931 Accumulated depreciation (23,960) (16,599) 62,610 4,332 Total 193,876 4,332 Reconciliation Motor vehicles Opening balance - 837 Additions 136,238 - Depreciation charge for the year (4,972) (837) Closing balance, net of accumulated depreciation and impairment 131,266 - Software Opening balance - 1,156 Additions - - Depreciation charge for the year - (1,156) Closing balance, net of accumulated depreciation and impairment - - Plant and equipment Opening balance 4,332 19,371 Additions 65,639 - Disposals - - Classified as held for sale (note 14) - (6,880) Depreciation charge for the year (7,361) (8,159) Closing balance, net of accumulated depreciation and impairment 62,610 4,332 Total 193,876 4,332
Page 58
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 57 16. EXPLORATION ASSETS 2026 $ 2025 $ Exploration and evaluation phases Acquisition cost 5,985,548 5,985,548 Accumulated impairment (1,164,494) (1,164,494) 4,821,054 4,821,054 Reconciliations Exploration and evaluation phases Balance at beginning of the year 4,821,054 4,632,475 Acquisition of tenements - - Tenements impaired - - No longer classified as held for sale (note 14)1 - 9,428,900 Classified as held for sale (note 14)2 - (9,240,321) Balance at end of the year 4,821,054 4,821,054 Exploration expenditure expensed during the year 4,755,484 1,913,024 Exploration costs are only carried forward to the extent that they are expected to be recouped through the successful development or sale of the area or where activities in the area have not yet reached a stage that permits reasonable assessment of the existence of economically recoverable reserves. 1 On 24 February 2025, the Consolidated Group terminated the Share Sale Agreement entered into with Miracle Iron Resources Pty Ltd dated 29 December 2023 regarding the sale of Zanthus Resources Pty Ltd, a subsidiary of CZR Resources Ltd for the sale of the Robe Mesa Project. As a result the assets that were classified as held for sale were declassified as held for sale and a new reassessment undertaken when the RRJV Transaction was consummated (see below). 2 On the 17 April 2025, the Co nsolidated Group entered into a Tenement Sale and Purchase Agreement between CZR Resources Ltd and Zanthus Resources Pty Ltd (a subsidiary of CZR Resources Ltd), and North Mining Limited, Robe River Mining Co Pty Ltd and Mitsui Iron Ore Development Pty Ltd for the sale of Robe Mesa assets (RRJV Transaction - refer to the Directors’ Report for more information). The sale of these assets settled on 9 September 2025. As a result of this transaction the Exploration assets of the Consolidated group that were being sold were reclassified as at 30 June 2025 as a current asset under the category Assets of disposal group classified as held for sale (refer note 14). 17. TRADE AND OTHER PAYABLES 2026 $ 2025 $ Trade payables 979,892 481,147 Accruals 932,849 585,478 1,912,741 1,066,625
Page 59
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 58 18. BORROWINGS 2026 $ 2025 $ Short-term loan facility - 1,500,000 - 1,500,000 In December 2023 CZR secured a short-term funding facility of $500,000 from Yandal Investments Pty Ltd (an entity owned by CZR’s major shareholder Mark Creasy). The loan facility was unsecured, could be drawn in tranches of not less than $50,000, interest was payable at 12.0% per annum and a facility fee of $10,000 was payable. Subsequent to December 2023 the short -term loan facility was increased and extended numerous times. The most recent arrangement before the loan was repaid back in full, was in April 2025, which saw the loan facility increased to $1,500,000 and the repayment date extended to 31 October 2025. On 11 September 2025 the loan was repaid in full, including interest. 19. LIABILITIES DIRECTLY ASSOCIATED WITH ASSETS HELD FOR SALE 2026 $ 2025 $ Current Borrowings – short-term loan facility - 2,850,000 - 2,850,000 Reconciliations Borrowings Balance at beginning of the year 2,850,000 991,670 Miracle Iron Resources Pty Ltd borrowings - 376,000 Repayment of Miracle Iron Resources Pty Ltd borrowings - (1,367,670) Robe River Mining Co Pty Ltd borrowings1 1,000,000 2,850,000 Repayment of Robe River Mining Co Pty Ltd borrowings (3,850,000) Balance at end of the year - 2,850,000 1 In April 2025 the Company announced that the Board had determined to proceed with the RRJV Transaction (refer Directors’ Report for information) and as part of that transaction Robe River Mining Co Pty Ltd (RRMC) agreed to provide a loan facility of $3,850,000 secured by a specific security deed, pursuant to which the Loan was secured against all of Zanthus Resources Pty Ltd’s (Zanthus) (a wholly owned subsidiary of the Company) interest in exploration licence E08/1686 and a featherweight security over all other assets of Zanthus to enable the enforcement of the security against E08/1686. Interest accrued daily based on the 3-month Bank Bill Swap Rate reference rate plus a margin of 3% per annum. The loan was repayable on the earliest of: (a) 60 days after receipt of a written demand by RRMC following the occurrence of: (i) the CZR Board recommending a Superior Proposal, (ii) an entity, or entities acting in concert (other than the entity or entities that currently Control), acquiring Control of Zanthus or CZR; (iii) the Sale Agreement being validly terminated under certain rights under the Sale Agreement; (b) 90 days after receipt by Zanthus of a written demand by RRMC following the Sale Agreement being validly terminated other than under the rights described in (b) above; and (c) Completion occur ring of the sale of assets under the Sale Agreement (in which case the secured money will be satisfied by set-off against the Purchase Price) On 9 September 2025 when the RRJV Transaction completed the loan of $ 3,850,000 was repaid in full, including interest.
Page 60
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 59 20. CONTRIBUTED EQUITY As At 30 June 2026 $ As At 30 June 2025 $ Ordinary shares 51,934,519 51,905,405 2026 2026 2025 2025 No. $ No. $ Movements in ordinary shares on issue Shares on issue at 1 July 236,734,647 51,905,405 235,734,646 51,905,388 Shares issued on exercise of options1 2,352,945 32,038 1,000,001 17 Shares issued on conversion of performance rights2 350,000 - - - Costs of issue of shares - (2,924) At 30 June 239,437,592 51,934,519 236,734,647 51,905,405 1 During the period 2,235,297 options were exercised into shares at an exercise price of $0.000017 per option and 117,648 options were exercised into shares at an exercise price of $0.272 per option. 2 During the period 350,000 performance rights were converted into shares at a nil conversion price per performance right. Ordinary shares Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the Company in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll. Capital risk management The Group's and the parent entity's objectives when managing capital are to safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
Page 61
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 60 21. RESERVES Share-based Payment Reserve 2026 $ 2025 $ Opening balance as at 1 July 6,149,361 6,040,638 Share based payment expense 2,367,610 108,723 Cash Settlement of options during the period (See Note 27 for further details) (202,932) - Cash Settlement of performance rights during the period (See Note 27 for further details) (595,952) - 7,718,087 6,149,361 The share- based payment reserve above records the value of shares , options and rights provided to employees, consultants and brokers as part of their remuneration or fees and value of shares and options issued to settled transactions including loan repayments and the acquisition of tenements . Any subsequent cash settlement of equity is offset against the reserve balance. 22. ACCUMULATED PROFIT / (LOSSES) Movements in accumulated profit / (losses) 2026 $ 2025 $ Balance at start of year (49,182,852) (30,375,349) Net profit / (loss) for the year after income tax 54,925,773 (18,807,503) Balance at end of year 5,742,921 (49,182,852) 23. SUBSIDIARIES The consolidated financial statements incorporate the assets, liabilities and results of the following subsidiaries: Country of incorporation Class of shares Equity holding1 2026 2025 Zanthus Resources Pty Ltd Australia Ordinary 100% 100% Buddadoo Metals Pty Ltd Australia Ordinary 100% 100% KingX Pty Ltd Australia Ordinary 100% 100% Yarraloola Iron Pty Ltd Australia Ordinary 100% 100% 1 the proportion of ownership interest is equal to the proportion of voting power held.
Page 62
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 61 24. INTERESTS IN JOINT VENTURES Interests in joint ventures are accounted for using the equity method of accounting. Information relating to joint ventures of the consolidated entity are set out below: Country of incorporation Class of shares Equity holding1 2026 2025 Ashburton Link Pty Ltd Australia Ordinary 50% 50% 1 As at 30 June 2026, the operations of Ashburton Link Pty Ltd has not reached a maturity level such that the accounting disclosure information is material, requiring disclosure. 25. FINANCIAL RISK MANAGEMENT (a) General objectives, policies and processes In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further q uantitative information in respect of these risks is presented throughout these financial statements. The Group’s principal financial instruments comprise cash, short and long term deposits and borrowings from third parties . The main purpose of the financial instruments is to earn the maximum amount of interest at a low risk to the Group or borrow funds at the lowest possible rate achievable. The Group also has other financial instruments such as other debtors and creditors which arise directly from its operations. For the current financial year , other than the above, it has been the Group’s policy not to trade in financial instruments. The main risks arising from the Group’s financial instruments are interest rate risk, liquidity risk and credit risk. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note. All loans to subsidiary companies are eliminated on consolidation and therefore do not expose the group to credit risk. The Board has overall responsibility for the determination of the Group’s risk management objectives and policies. The Group’s risk management policies and objectives are designed to minimise the potential impacts of these risks on the results of the Group where such impacts may be material. The overall objective of the Board is to set polices that seek to reduce risk as far as possible without unduly affecting the Group’s competitiveness and flexibility. Further details regarding these policies are set out below: (b) Market Risk Market risk arises from the use of interest bearing financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in interest rates (interest rate risk). (c) Interest rate risk The Group is exposed to movements in market interest rates on short term and long term deposits and borrowings. The Directors monitor the Group’s cash position relative to the expected cash requirements. Where appropriate , surplus funds are placed on term deposits earning higher interest . The Group’s exposure to interest rate risk and the effective weighted average interest rate for each class of financial assets and financial liabilities is set out in the following table:
Page 63
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 62 2026 Fixed interest maturing in Floating rates < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ $ Financial assets Cash and cash equivalents 8,512,328 5,145,414 - - 37,088 13,694,830 Investments - 51,391,091 - - - 51,391,091 Trade and other receivables - - - - 1,141,498 1,141,498 8,512,328 56,536,505 - - 1,178,586 66,227,419 Weighted average interest rate 4.33% 4.79% 0.00% 0.00% 0.00% 4.65% Financial liabilities Trade and other payables - - - - 1,912,741 1,912,741 Borrowings - - - - - - Liabilities directly associated with assets held for sale- borrowings - - - - - - - - - - 1,912,741 1,912,741 Weighted average interest rate 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2025 Fixed interest maturing in Floating rates < 1 year 1 - 5 years > 5 years Non- interest bearing Total $ $ $ $ $ $ Financial assets Cash and cash equivalents 179,696 - - - 8,210 187,906 Trade and other receivables - - - - 99,895 99,895 179,696 - - - 108,105 287,801 Weighted average interest rate 3.85% 0.00% 0.00% 0.00% 0.00% 2.40% Financial liabilities Trade and other payables - - - - 1,066,625 1,066,625 Borrowings - 1,500,000 - - - 1,500,000 Liabilities directly associated with assets held for sale- borrowings - 2,850,000 - - - 2,850,000 - 4,350,000 - - 1,066,625 5,416,625 Weighted average interest rate 0.00% 8.74% 0.00% 0.00% 0.00% 7.02% Group sensitivity At 30 June 2026, a change in interest rate by 100 basis points would change profits by $650,488 higher/lower. (2025 – change of 100 basis points would change profits by $41,703 higher/lower).
Page 64
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 63 (d) Credit Risk Credit risk is managed on a group basis. Credit risk arises mainly from cash and cash equivalents, and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The carrying amount of financial assets recorded in the financial statements, net of any provisions for l osses, represents the Group’s maximum exposure to credit risk. As at 30 June 2026, the group held cash at bank and investments with financial institutions with an S&P rating of a minimum of AA-. The Group does not consider there to be any material credit risk owing to the nature of the financial assets held. (e) Liquidity risk Liquidity risk is the risk that the Group may encounter difficulties raising funds to meet commitments associated with financial instruments, e.g. borrowing repayments. The Group actively manages its operating cash flows and the availability of funding so as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash to meet its working capital requirements. Maturity analysis for financial liabilities Financial liabilities of the Group include trade and other payables. As at 30 June 202 6 and 30 June 2025 trade and other payables are generally contractually due within 30 days. (f) Fair Values The carrying value less impairment provision of trade receivables and payables are assumed to approximate their fair values due to their short -term nature. The same applies to the carrying value of cash and cash equivalents and investments. (g) Foreign exchange risk The Consolidated Entity transacts in Australian dollars and therefore does not participate in the use of derivative financial instruments. Minor exposure to foreign exchange transactions may occur if the Consolidated Entity’s transacts in other jurisdictions arising from variations in the Australian exchange rate. The impact of these foreign exchange rate differences are not material, therefore the Consolidated Entity considers there is no material foreign exchange risk present.
Page 65
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 64 26. CASH FLOW INFORMATION 2026 $ 2025 $ Reconciliation of (loss) after income tax to net cash flow from operating activities Profit / (Loss) for the year after income tax 54,925,773 (18,807,503) Depreciation and amortisation 13,050 10,152 Share based payment expense 2,367,610 108,723 Share of loss – joint ventures 20,655 95,741 Fenix Transaction break fee classed as investment activity - 650,000 Exclusivity fee classed as investment activity - (650,000) Write-off of assets 25,522 - Gain on disposal of Robe Mesa Project (65,103,516) - Change in operating assets - (increase)/decrease in trade and other receivables (1,125,876) 74,813 - (increase) in prepayments (6,250) - - (increase)/decrease in deferred tax assets (284,763) 27,822,157 - increase / (decrease) in trade and other payables 911,116 (70,490) - increase / (decrease) in provision for income tax 3,574,137 (12,548,282) - increase / (decrease) in deferred tax liabilities 570,239 (384,185) - (decrease) / increase in provisions (18,036) 19,601 Net cash flow from operating activities (4,130,339) (3,679,273) Non-cash financing and investing activities There were no non- cash financing activities undertaken during the 202 6 financial year , other than the conversion of 350,000 performance rights during the year for nil consideration. 27. SHARE BASED PAYMENTS Options and Performance Rights 2026 $ 2025 $ Share based payment expense relating to options and performance rights 2,367,610 108,723 Total share-based payments 2,367,610 108,723
Page 66
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 65 During the year ended 30 June 2026 the group recorded the following share based payments: Description Grant date Exercise price Expiry date Options issued that impacted current year share base expense Performance Rights issued that impacted current year share base expense Vesting conditions note Share based expense for year ended 30 June 2026 MD Performance Options 08/11/21 $0.000017 09/11/25 588,236 - 1 4,531 Employee Performance Options 14/03/22 $0.000017 22/03/26 235,295 - 2 2,000 Employee Performance Options 14/03/22 $0.000017 22/03/26 352,942 - 3 3,000 Employee Performance Options 14/03/22 $0.000017 16/09/26 235,294 - 4 4,827 Employee Performance Options 20/02/23 $0.000017 17/03/27 294,118 - 5 5,820 Employee Performance Options 20/02/23 $0.000017 17/03/27 235,294 - 6 4,656 Consultant Options 01/03/23 $0.476 17/03/27 1,000,000 - 7 11,469 Director Performance Rights 30/11/23 - 30/11/27 - 1,400,000 8 47,099 MD Options 30/11/23 $0.000017 30/11/27 588,236 - 9 19,788 Director Performance Rights 27/11/25 - 27/11/29 - 4,680,000 10 914,019 Director Options – Tranche 1 27/11/25 $0.40 27/11/27 3,000,000 - 11 425,400 Director Options – Tranche 2 27/11/25 $0.65 27/11/29 3,000,000 - 12 613,800 Consultant Performance Rights 27/11/25 - 27/11/29 - 520,000 13 101,558 Consultant Options – Tranche 1 27/11/25 $0.40 27/11/27 100,000 - 14 14,180 Consultant Options – Tranche 2 27/11/25 $0.65 27/11/29 100,000 - 15 20,460 Employee Options – Tranche 1 13/04/26 $0.40 14/04/28 500,000 - 16 60,472 Employee Options – Tranche 2 13/04/26 $0.65 14/04/30 500,000 - 17 62,566 Employee Performance Rights 13/04/26 - 14/04/30 - 1,150,000 18 29,325 Consultant Performance Rights 07/05/26 - 07/05/29 - 1,000,000 19 14,374 Employee Performance Rights 22/05/26 - 22/05/30 - 680,000 20 8,267 Total 2,367,610 Vesting conditions note: 1 294,118 on Financial Investment Decision by the Board on Robe Mesa, 294,118 on sale of direct shipping iron ore, 588,235 on JORC gold resource > 500,000 ounces and 588,235 on gold resource or new mineral discovery equivalent to JORC gold resource > 1 mil lion ounces 2 117,647 on sale of direct shipping iron ore and 117,648 on gold resource or new mineral discovery equivalent to JORC gold resource > 1 million ounces. Also the Employee must have completed 12 of continuous service before any of the Options will vest 3 176,471 on Port Access Agreement to support the life of Mine export schedule for Robe Mesa as defined in the DFS and 176,471 on all heritage and regulatory approvals received for the commencement of mining operations at Robe Mesa. Also the Employee must have completed 12 of continuous service before any of the Options will vest 4 117,647 on Port Access Agreement to support the life of Mine export schedule for Robe Mesa as defined in the DFS and 117,647 on all heritage and regulatory approvals received for the commencement of mining operations at Robe Mesa. Also the Employee must have completed 12 of continuous service before any of the Options will vest 5 294,118 on Financial Investment Decision by the Board on Robe Mesa 6 117,647 on JORC gold resource > 500,000 ounces and 117,647 on Financial Investment Decision by the Board on Robe Mesa 7 If the Consultant remains as a consultant of the Company 36 months after issue 8 50% (1,400,000 for all directors) if the Director remains as a director of the Company 24 months after issue 9 294,118 on Financial Investment Decision by the Board on Robe Mesa and 294,118 on sale of direct shipping iron ore 10 900,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.35 per Share, 1,080,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share, 1,260,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0. 55 per Share and 1,440,000 on the Company achieving a 15- day VWAP of Shares equal to or greater than $0.65 per Share 11 3,000,000 Options vested on issue 12 3,000,000 Options vested on issue 13 100,000 on the Company achievin g a 15- day VWAP of Shares equal to or greater than $0.35 per Share, 120,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share, 140,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share and 160,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share 14 100,000 Options vested on issue 15 100,000 Options vested on issue
Page 67
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 66 16 500,000 Options vested on issue 17 500,000 Options vested on issue 18 300,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share, 400,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0. 55 per Share and 450,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share 19 500,000 on the Company achieving a 15- day VWAP of Shares equal to or greater than $0.55 per Share and 500,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share 20 160,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share, 240,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0. 55 per Share and 280,000 on the Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share Options 2026 No. 2026 Weighted average exercise price ($) 2025 No. 2025 Weighted average exercise price ($) Outstanding at beginning of the year 11,117,655 0.291 12,823,539 0.274 Issued during the year 7,200,000 0.525 - - Exercised during the year (2,352,945) 0.013616 (1,000,001) 0.000017 Expired during the year (2,470,590) 0.246 (705,883) 0.389 Cash settled during the year (1,176,472) 0.022 - - Outstanding at the end of the year 12,317,648 0.505 11,117,655 0.291 Unvested at the end of the year - - 4,705,885 0.101 Exercisable at the end of the year 12,317,648 0.505 6,411,770 0.430 Each option is a right to receive one fully paid ordinary share in CZR Resources Ltd on exercise, subject to the options meeting the performance conditions prior to their expiry date and subject to their terms of issue. The following remuneration options were issued during the year ended 30 June 2026: (1) On 27 November 2025 following shareholders approval the Company issued 2,000,000 Director Incentive Options to each of Russell Clark, Stefan Murphy and Annie Guo (or their nominees). 1,000,000 Options are exercisable at $0.40 by 27 November 2027 (Tranche 1) and the other 1,000,000 Options are exercisable at $0.65 by 27 November 2029 (Tranche 2). (2) On 27 November 2025 the Company issued 200,000 Incentive Options to Trevor O’Connor the Company’s CFO /Company Secretary. 100,000 Options are exercisable at $0.40 by 27 November 2027 (Tranche 1) and the other 100,000 Options are exercisable at $0.65 by 27 November 2029 (Tranche 2). (3) On 14 April 2026 the Company issued 1,0 00,000 Incentive Options to an employee of the Company. 500,000 Options are exercisable at $0.40 by 14 April 2028 (Tranche 1) and the other 500,000 Options are exercisable at $0.65 by 14 April 2030 (Tranche 2).
Page 68
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 67 The fair value of the above options was determined using the Black -Scholes option valuation methodology and applying the following inputs: Director Options Tranche 1 Director Options Tranche 1 CFO-CoSec Options Tranche 1 CFO-CoSec Options Tranche 2 Employee Options Tranche 1 Employee Options Tranche 2 Grant Date 27/11/25 27/11/25 27/11/25 27/11/25 13/04/26 13/04/26 Issue Date 27/11/25 27/11/25 27/11/25 27/11/25 14/04/26 14/04/26 Number of Options 3,000,000 3,000,000 100,000 100,000 500,000 500,000 Exercise Price $0.40 $0.65 $0.40 $0.65 $0.40 $0.65 Expiry Date 27/11/27 27/11/29 27/11/27 27/11/29 14/04/28 14/04/30 Share Price at time of grant $0.365 $0.365 $0.365 $0.365 $0.27 $0.27 Risk Free Rate 3.77% 3.93% 3.77% 3.93% 4.71% 4.71% Volatility 72.8% 91.4% 72.8% 91.4% 67.3% 85.1% Value per Option $0.142 $0.205 $0.142 $0.205 $0.121 $0.125 Total Value of Options $425,386 $613,868 $14,180 $20,462 $60,472 $62,566 The following remuneration options were exercised during the year ended 30 June 2026 into shares: Description Grant date Exercise price Expiry date No of Options Exercised Employee Performance Options 14/03/22 $0.000017 16/09/26 352,941 Employee Performance Options 14/03/22 $0.000017 22/03/26 764,708 Employee Performance Options 20/02/23 $0.000017 17/03/27 529,412 Employee Performance Options 14/03/22 $0.272 22/03/26 117,648 MD Options 30/11/23 $0.000017 30/11/27 588,236 Total 2,352,945 The following remuneration options expired during the year ended 30 June 2026: Description Grant date Exercise price Expiry date No of Options that expired MD Performance Options 08/11/21 $0.000017 09/11/25 1,176,470 MD Options 08/11/21 $0.527 09/11/25 588,236 Employee Performance Options 14/03/22 $0.272 22/03/26 294,118 Employee Options 14/03/22 $0.527 22/03/26 411,766 Total 2,470,590 The following remuneration options were cash settled during the year ended 30 June 2026: Description Grant date Exercise price Expiry date No of Options / Performance Rights Exercised Date Exercised / Converted Discounted Value of all securities at settlement1 Consideration to exercise / convert securities Net Cash Paid on Cash Settlement Options: MD Performance Options 08/11/21 $0.000017 09/11/25 588,236 31/10/25 $175,059 $10 $175,049 MD Performance Options A 08/11/21 $0.272 09/11/25 588,236 07/11/25 $187,883 $160,000 $27,883 Total Options Cash Settled 1,176,472 $362,942 $160,010 $202,932 In accordance with the mechanism as approved by shareholders at the Company’s AGM held on 29 November 2024, holders of options who request that options are cash settled and the Company elects to cash settle the options, holders will receive a cash payment calculated by applying a 10% discount to the VWAP of shares over the 15 Trading Days up to and including the date the relevant options are exercised.
Page 69
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 68 Performance Rights 2026 No. 2025 No. Outstanding at beginning of the year 3,057,354 3,057,354 Issued during the year 8,030,000 - Converted during the year into shares (350,000) - Cash settled during the year (1,897,059) - Outstanding at the end of the year 8,840,295 3,057,354 Unvested at the end of the year 5,830,000 1,400,000 Exercisable at the end of the year 3,010,295 1,657,354 Each performance right is a right to receive one fully paid ordinary share in CZR Resources Ltd, subject to meeting performance conditions prior to their expiry date and subject to their terms of issue. The following remuneration performance rights were issued during the year ended 30 June 2026: (1) On 27 November 2025 Shareholders approved at the Company’s AGM the issue of 4,680,000 Director Incentive Performance Rights, being the issue of 2,500,000 Performance Rights to Stefan Murphy and 1,040,000 Performance Rights to each of Russell Clark, and Annie Guo (or their nominees). The Performance Rights expire on 27 November 2029 and vest in accordance with the following conditions: Tranche Holder and Number Performance Condition One Stefan Murphy – 500,000 Russell Clark – 200,000 Annie Guo – 200,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.35 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Two Stefan Murphy – 600,000 Russell Clark – 240,000 Annie Guo – 240,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Three Stefan Murphy – 700,000 Russell Clark – 280,000 Annie Guo – 280,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Four Stefan Murphy – 800,000 Russell Clark – 320,000 Annie Guo – 320,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period)
Page 70
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 69 (2) On 27 November 2025 the Company issued 520,000 Incentive Performance Rights to Trevor O’Connor the Company’s CFO /Company Secretary on the same terms and conditions as the Director Incentive Performance Rights detailed above including expiry date and vesting hurdles. The 520,000 Incentive Performance Rights were split into vesting tranches as follows; Tranche One 100,000, Tranche Two 120,000, Tranche Three 140,000 and Tranche Four 160,000 Performance Rights. The fair value of the above Performance Rights was determined using a trinomial valuation model valuation methodology and applying the following inputs: Incentive Performance Rights Tranche One Incentive Performance Rights Tranche Two Incentive Performance Rights Tranche Three Incentive Performance Rights Tranche Four Grant Date 27 Nov 2025 27 Nov 2025 27 Nov 2025 27 Nov 2025 Issue Date 27 Nov 2025 27 Nov 2025 27 Nov 2025 27 Nov 2025 Number of Options - Directors 900,000 1,080,000 1,260,000 1,440,000 Number of Options – CFO - CoSec 100,000 120,000 140,000 160,000 Share Price at time of grant $0.365 $0.365 $0.365 $0.365 Expiry Date 27 Nov 2029 27 Nov 2029 27 Nov 2029 27 Nov 2029 Risk Free Rate 3.93% 3.93% 3.93% 3.93% Volatility 91.4% 91.4% 91.4% 91.4% Value per Performance Right $0.365 $0.358 $0.351 $0.343 Total Value of Performance Rights - Directors $328,500 $386,640 $441,882 $494,352 Total Value of Performance Rights – CFO – Co Sec $36,500 $42,960 $49,098 $54,928 (3) On 14 April 2026 the Company issued 1,150,000 Incentive Performance Rights to an employee of the Company. The Performance Rights expire on 14 April 2029 and vest in accordance with the following conditions: Tranche Holder and Number Performance Condition One Employee 300,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Two Employee 400,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period)
Page 71
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 70 Three Employee 450,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) The fair value of the above Performance Rights was determined using a trinomial valuation model valuation methodology and applying the following inputs: Incentive Performance Rights Tranche One Incentive Performance Rights Tranche Two Incentive Performance Rights Tranche Three Grant Date 13 Apr 2026 13 Apr 2026 13 Apr 2026 Issue Date 14 Apr 2026 14 Apr 2026 14 Apr 2026 Number of Options 300,000 400,000 450,000 Share Price at time of grant $0.27 $0.27 $0.27 Expiry Date 14 Apr 2030 14 Apr 2030 14 Apr 2030 Risk Free Rate 4.71% 4.71% 4.71% Volatility 85.1% 85.1% 85.1% Value per Performance Right $0.2510 $0.2416 $0.2326 Total Value of Performance Rights $75,300 $96,640 $104,670 (4) On 7 May 2026 the Company issued 1, 000,000 Incentive Performance Rights to Milan Jerkovic the Company’s new Acting Chief Executive Officer as part of his Consulting Services Arrangement . The Performance Rights expire on 7 May 2029 and vest in accordance with the following conditions: Tranche Holder and Number Performance Condition One Milan Jerkovic – 500,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Two Milan Jerkovic – 500,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) In the event of termination of the Consultant’s Services Agreement, or for any reason the Consultant stops working for the Company, any unvested short -term cash incentives or Performance Rights held by the Contractor will lapse, unless the Contractor is determined by the Board to be a Good Leaver. A Good Leaver includes termination due to mutual agreement between the parties, termination of the Consultant’s Services Agreement without cause by the Company, or other circumstances as determined by the Board. If considered a Good Leaver, the Board may, at its discretion, allow some or all unvested performance shares to vest or remain “on foot”.
Page 72
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 71 The fair value of the above Performance Rights was determined using a trinomial valuation model valuation methodology and applying the following inputs: Incentive Performance Rights Tranche One Incentive Performance Rights Tranche Two Grant Date 7 May 2026 7 May 2026 Issue Date 7 May 2026 7 May 2026 Number of Options 500,000 500,000 Share Price at time of grant $0.275 $0.275 Expiry Date 7 May 2029 7 May 2029 Risk Free Rate 4.60% 4.60% Volatility 76.5% 76.5% Value per Performance Right $0.2247 $0.2091 Total Value of Performance Rights $112,350 $104,550 (5) On 22 May 2026 the Company issued 680,000 Incentive Performance Rights to Employees. The Performance Rights expire on 22 May 2030 and vest in accordance with the following conditions: Tranche Number Performance Condition One 160,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.45 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Two 240,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.55 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period) Three 280,000 The Company achieving a 15-day VWAP of Shares equal to or greater than $0.65 per Share (accounting for and inclusive of any return of capital or special dividend paid to Shareholders during the Exercise Period)
Page 73
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 72 The fair value of the above Performance Rights was determined using a trinomial valuation model valuation methodology and applying the following inputs: Incentive Performance Rights Tranche One Incentive Performance Rights Tranche Two Incentive Performance Rights Tranche Three Grant Date 22 May 2026 22 May 2026 22 May 2026 Issue Date 22 May 2026 22 May 2026 22 May 2026 Number of Options 160,000 240,000 280,000 Share Price at time of grant $0.25 $0.25 $0.25 Expiry Date 22 May 2030 22 May 2030 22 May 2030 Risk Free Rate 4.57% 4.57% 4.57% Volatility 84.0% 84.0% 84.0% Value per Performance Right $0.2285 $0.2187 $0.2093 Total Value of Performance Rights $36,560 $52,488 $58,604 The following remuneration performance rights were converted during the year ended 30 June 2026 into shares: Description Grant date Conversion price Expiry date No of Performance Rights Converted Director Performance Rights 30/11/23 - 30/11/27 350,000 Total 350,000 The following performance rights were cash settled during the year ended 30 June 2026: Description Grant date Exercise price Expiry date No of Options / Performance Rights Exercised Date Exercised / Converted Discounted Value of all securities at settlement1 Consideration to exercise / convert securities Net Cash Paid on Cash Settlement Performance Rights (‘PR’S”): Director PR’s 28/11/22 Nil 28/11/26 147,059 30/09/25 $35,882 Nil $35,882 Director PR’s 30/11/23 Nil 30/11/27 700,000 30/09/25 $170,800 Nil $170,800 Director PR’s 30/11/23 Nil 30/11/27 700,000 28/11/25 $248,920 Nil $248,920 Director PR’s 30/11/23 Nil 30/11/27 350,000 23/01/26 $140,350 Nil $140,350 Total 1,897,059 $595,952 Nil $595,952 In accordance with the mechanism as approved by shareholders at the Company’s AGM held on 29 November 2024, holders of performance rights who request that performance rights are cash settled and the Company elects to cash settle the performance rights, holders will receive a cash payment calculated by applying a 10% discount to the VWAP of shares over the 15 Trading Days up to and including the date the relevant performance rights are converted.
Page 74
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 73 28. RELATED PARTY TRANSACTIONS Parent entity CZR Resources Ltd is the ultimate parent entity of the Group. Subsidiaries Interests in subsidiaries are disclosed in note 23. Transactions with related parties In December 2023 CZR secured a short-term funding facility of $500,000 from Yandal Investments Pty Ltd (an entity owned by CZR’s major shareholder Mark Creasy). The loan facility was unsecured, could be drawn in tranches of not less than $50,000, interest was payable at 12.0% per annum and a facility fee of $10,000 was paid. Subsequent to December 2023 the short-term loan facility was increased and extended numerous times. The most recent arrangement before the loan was repaid back in full, was in April 2025, which saw the loan facility increased to $1,500,000 and the repayment date extended to 31 October 2025. On 11 September 2025 the loan was repaid in full, including interest. Interest of $39,304 accrued on the loan during the year ended 30 June 2026 (2025: $125,595). Other transactions with related parties are disclosed in note 29. Outstanding balances Outstanding balances in relation to transactions with related parties are disclosed in note 29. 29. KEY MANAGEMENT PERSONNEL DISCLOSURES (a) Key management personnel compensation 2026 2025 $ $ Short-term benefits 858,271 1,009,092 Long-term benefits 9,154 2,050 Post-employment benefits 40,155 66,529 Share based payments 2,158,875 120,733 3,066,455 1,198,404 Further details of compensation of the key management personnel of CZR Resources Ltd are set out in the Remuneration Report on page 29. (b) Liabilities at Reporting Date Aggregate amounts of liabilities at reporting date relating to directors fees of the group are as follows: 2026 $ 2025 $ Current liabilities Annie Guo - 173,625 Russell Clark - - - 173,625 30. CONTINGENCIES As at the date of the report, the Directors are not aware of any material contingent liabilities that would require disclosure.
Page 75
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2026 74 31. COMMITMENTS Exploration commitments 2026 2025 $ $ Payable: Within one year 964,500 905,965 Later than one year but not later than 5 years 436,817 1,090,519 Later than 5 years - 996,398 1,401,317 2,992,882 32. EVENTS OCURRING AFTER THE REPORTING PERIOD On 8 July 2026 3,010,295 Performance Rights were converted in fully paid ordinary shares. On 22 September 2026, the Company announced that it had deferred the Shareholders General Meeting that was originally scheduled to be held on 23 September 2026 to 23 October 2026 to consider the approval pursuant to ASX Listing Rule 10.1 for the issue of the Offer consideration to Yandal as the controlling shareholder of CZR who also holds Zuleika shares and Ms Annie Guo who is a director of both CZR and Zuleika. The approval by Shareholders of these resolutions is a condition that must be satis fied in relation to the Zuleika off-market takeover. CZR as a result, also varied the Offer for Zuleika shares to extend the Offer period to close on Friday, 6 November 2026. Other than as disclosed above, in the interval between the end of the financial year and the date of this report, there has not arisen any item, transaction or event of a material and unusual nature likely, in the opinion of the directors of the Company, to affect significantly the operation and results of the consolidated entity or the state of affairs of the consolidated entity, in future financial years.
Page 76
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CONSOLIDATED ENTITY DISCLOSURE STATEMENT 75 Basis of Preparation This Consolidated Entity Disclosure Statement (CEDS) has been prepared in accordance with the Corporations Act 2001, reflecting the amendments to section 295(3A)(vi) and (vii) which clarify the definition of foreign resident as being an entity that is treated as a resident of a foreign country under the tax laws of that foreign country. These amendments apply for financ ial years beginning on or after 1 July 2024. The CEDS includes certain information for each entity that was part of the consolidated entity at the end of the financial year in accordance with AASB 10 Consolidated Financial Statements. Determination of Tax Residency Section 295(3B)(a) of the Corporation Acts 2001 defines Australian resident as having the meaning in the Income Tax Assessment Act 1997. The determination of tax residency involves judgement as there are currently several different interpretations that could be adopted, and which could give rise to a different conclusion on residency. Section 295 (3A)(a)(vii) requires the determination of t ax residency in a foreign jurisdiction to be based on the law of the foreign jurisdiction relating to foreign income tax. In determining tax residency, the consolidated entity has applied the following interpretations: • Australian tax residency The consolidated entity has applied current legislation and judicial precedent, including having regard to the Tax Commissioner's public guidance in Tax Ruling TR 2018/5. • Foreign tax residency Where necessary, the consolidated entity has used independent tax advisers in foreign jurisdictions to assist in determining tax residency in those foreign jurisdictions and ensure compliance with applicable foreign tax legislation. • Partnerships and Trusts Section 295(3B)(b) and (c) of the Corporation Acts 2001 have been introduced to clarify that an Australian resident for the purposes of these disclosures includes a partnership with at least one member of which is an Australian resident within the meaning of the Income Tax Assessment Act 1997 and a resident trust estate under the meaning in Division 6 of the Income Tax Assessment Act 1936. Name of entity Type of entity Trustee, partner or participant in joint venture % of share capital held Country of incorporation Australian resident Foreign jurisdiction(s) in which the entity is a resident for tax purposes (according to the law of the foreign jurisdiction) CZR Resources Ltd Body Corporate N/A N/A Australia Australian N/A Zanthus Resources Pty Ltd Body Corporate N/A 100 Australia Australian N/A Buddadoo Metals Pty Ltd Body Corporate N/A 100 Australia Australian N/A KingX Pty Ltd Body Corporate N/A 100 Australia Australian N/A Yarraloola Iron Pty Ltd Body Corporate N/A 100 Australia Australian N/A CZR Resources Ltd (the 'head entity') and its wholly -owned Australian subsidiaries have formed an income tax consolidated group under the tax consolidation regime.
Page 77
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DIRECTORS’ DECLARATION FOR THE YEAR ENDED 30 JUNE 2026 76 The directors of CZR Resources Ltd declare that: 1. The financial statements and notes of the c onsolidated entity, as set out on pages 42 to 74 are in accordance with the Corporations Act 2001 and: (a) comply with Accounting Standards , Corporations Regulations 2001 and other mandatory professional reporting requirements; and (b) give a true and fair view of the financial position of the Group as at 30 June 202 6 and of i ts performance for the year ended on that date; 2. The information disclosed in the consolidated entity disclosure statement is true and correct; and 3. There are reasonable grounds to believe that the Group will be able to pay its debts as and when they become due and payable. The Directors have been given the declarations by the Chief Executive Officer and Chief Financial Officer required by Section 295A of the Corporations Act for the financial year ending 30 June 202 6. This declaration is made in accordance with a resolution of the Board of Directors and is signed for and on behalf of the directors by: Russell Clark Director Dated 24 September 2026
Page 78
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2026 77 BDO Audit Pty Ltd ABN 33 134 022 870 is a member of a national association of independent entities which are all members of B DO International Ltd, a UK company limited by guarantee, and form part of the international BDO network of independent member firms . Liability limited by a scheme approved under Professional Standards Legislation. Level 9, Mia Yellagonga Tower 2 5 Spring Street Perth, WA 6000 PO Box 700 West Perth WA 6872 Australia Tel: +61 8 6382 4600 Fax: +61 8 6382 4601 www.bdo.com.au INDEPENDENT AUDITOR'S REPORT To the members of CZR Resources Ltd Report on the Audit of the Financial Report Opinion We have audited the financial report of CZR Resources Ltd (the Company) and its subsidiaries (the Group), which comprises the consolidated statement of financial position as at 30 June 2026, the consolidated statement of profit or loss and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the financial report, including material accounting policy information, the consolidated entity disclosure statement and the directors’ declaration. In our opinion the accompanying financial report of the Group, is in accordance with the Corporations Act 2001, including: (i) Giving a true and fair view of the Group’s financial position as at 30 June 2026 and of its financial performance for the year ended on that date; and (ii) Complying with Australian Accounting Standards and the Corporations Regulations 2001. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the auditor independence requirements of the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to audits of the financial report of public interest entities in Australia. We have also fulfilled our other ethical responsibilities in accordance with the Code. We confirm that the independence declaration required by the Corporations Act 2001, which has been given to the directors of the Company, would be in the same terms if given to the directors as at the time of this auditor’s report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial report of the current period. These matters were addressed in the context of our audit of the financial report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Page 79
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2026 78 Sale of Robe Mesa Iron Ore Project Key audit matter How the matter was addressed in our audit During the year the Group completed the sale of its interest in the Robe Mesa Project to North Mining Limited, Robe River Mining Co Pty Ltd and Mitsui Iron Ore Development Pty Ltd (together, the RRJV), generating net cash proceeds of approximately $70.5 million (excluding GST) after settlement adjustments. The transaction was significant to the financial report due to its size and its impact on the Company's financial position and results for the year. The accounting for the transaction required the application of judgement in determining the appropriate recognition, measurement and presentation of the disposal under the relevant accounting standards, including the treatment of settlement adjustments, tax considerations and the related disclosures. Therefore, we considered this to be a key audit matter. Notes 3, 6, 8, 14, 16 and 19 of the financial report disclose the accounting policy and the significant judgements and estimates made. In response to the risk identified we have performed the following: • Obtained the relevant agreements for an understanding of the contractual nature and terms and conditions of the termination of the sale agreement for the Robe Mesa tenements; • Reviewed the ASX announcements to the date of sign off of the financial statements made by the company on the transactions; • Enquired with management to understand the nature of the transaction and the status of relevant approvals; • Agreed proceeds received to bank statements; • Liaised with our experts to assist in the assessment of the tax implications of the sale agreement; and • Reviewed the adequacy of the related disclosures in the financial statements in relation to the transactions. Other information The directors are responsible for the other information. The other information comprises the information in the Group’s annual report for the year ended 30 June 2026, but does not include the financial report and the auditor’s report thereon. Our opinion on the financial report does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial report or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Page 80
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2026 79 Responsibilities of the directors for the Financial Report The directors of the Company are responsible for the preparation of: a) the financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and b) the consolidated entity disclosure statement that is true and correct in accordance with the Corporations Act 2001, and for such internal control as the directors determine is necessary to enable the preparation of: i) the financial report that gives a true and fair view and is free from material misstatement, whether due to fraud or error; and ii) the consolidated entity disclosure statement that is true and correct and is free of misstatement, whether due to fraud or error. In preparing the financial report, the directors are responsible for assessing the ability of the group to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objectives are to obtain reasonable assurance about whether the financial report as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this financial report. A further description of our responsibilities for the audit of the financial report is located at the Auditing and Assurance Standards Board website (http://www.auasb.gov.au/Home.aspx) at: https://www.auasb.gov.au/media/bwvjcgre/ar1_2024.pdf This description forms part of our auditor’s report. Report on the Remuneration Report Opinion on the Remuneration Report We have audited the Remuneration Report included in pages 29 to 38 of the directors’ report for the year ended 30 June 2026. In our opinion, the Remuneration Report of CZR Resources Ltd, for the year ended 30 June 2026, complies with section 300A of the Corporations Act 2001.
Page 81
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES INDEPENDENT AUDIT REPORT FOR THE YEAR ENDED 30 JUNE 2026 80 Responsibilities The directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with section 300A of the Corporations Act 2001. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. BDO Audit Pty Ltd Jeremy Watkins Director Perth, 24 September 2026
Page 82
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES CORPORATE GOVERNANCE 81 The Board is committed to achieving and demonstrating the highest standards of corporate governance. As such CZR Resources Ltd has adopted the fourth edition of the Corporate Governance Principles and Recommendations which was released by the ASX Corporate Governance Council and became effective for financial years beginning on or after 1 July 2020. The Company’s Corporate Governance Statement for the financial year ending 30 June 202 6 was approved by the Board on 24 September 2026. The Corporate Governance Statement can be located on the Company’s website https://www.czrresources.com/about/#corporate-governance.
Page 83
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES ADDITIONAL SHAREHOLDER INFORMATION 82 SUBSTANTIAL SHAREHOLDERS The names of the substantial shareholders listed in the Company register as at 21 September 2026 are as follows: Shareholder Shares % Mark Gareth Creasy 123,529,413 50.95 TWENTY LARGEST SHAREHOLDERS The names of the twenty largest shareholders of the fully paid ordinary shares of the Company as at 21 September 2026 are as follows: Name Number Of Ordinary Fully Paid Shares % Held Of Issued Ordinary Capital YANDAL INVESTMENTS PTY LTD 105,244,433 43.41% MOTWIL PTY LTD 18,284,980 7.54% CREABIRD PTY LTD <EM A/C> 7,960,000 3.28% NORFOLK ENCHANTS PTY LTD <TROJAN RETIREMENT FUND A/C> 5,000,000 2.06% FMG PILBARA PTY LTD 3,294,118 1.36% MRS REBECCA SHALALA 2,979,372 1.23% MR STEFAN MURPHY 2,680,472 1.11% PALM BEACH NOMINEES PTY LIMITED 2,456,642 1.01% GOLDVALLEY BROWN STONE PTY LTD 2,200,080 0.91% BNP PARIBAS NOMINEES PTY LTD <IB AU NOMS RETAILCLIENT> 1,830,888 0.76% BNP PARIBAS NOMS PTY LTD 1,826,567 0.75% CITICORP NOMINEES PTY LIMITED 1,776,620 0.73% BUILDLEASE PTY LTD 1,637,011 0.68% MR DESMOND PATRICK MANUELPILLAI 1,551,259 0.64% AURACLE GROUP PTY LTD 1,517,076 0.63% MR MICHAEL JAMES HARGREAVES DUNCAN & MRS LORRAINE BETTY DUNCAN 1,500,000 0.62% MISS YEE CHIN TAN 1,298,701 0.54% MR FABIAN LLOYD GODDARD 1,176,472 0.49% MILWAL PTY LTD <THE CHESTER A/C> 1,101,471 0.45% DAWNEY & CO LTD 1,000,000 0.41% Totals 166,316,162 68.60%
Page 84
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES ADDITIONAL SHAREHOLDER INFORMATION (Continued) 83 DISTRIBUTION OF SHAREHOLDERS The distribution of members and their holdings of fully paid ordinary shares in the Company as at 21 September 2026 was as follows: Range of holding Shareholders Number Of Ordinary Shares % 1 – 1,000 340 110,245 0.05 1,001 – 5,000 630 1,816,320 0.75 5,001 – 10,000 363 2,657,482 1.10 10,001 – 100,000 755 27,740,160 11.44 100,001 and over 198 210,123,680 86.67 Totals 2,286 242,447,887 100.00 The number of shareholders with less than a marketable parcel of fully paid ordinary shares based on a closing price of $0.19 is 610 holding in total 609,382 shares. VOTING RIGHTS (ORDINARY SHARES) In accordance with the Company's Constitution, on a show of hands every member present in person or by proxy or attorney or duly authorised representative has one vote. On a poll every member present in person or by proxy or attorney or duly authorised representative has one vote for every fully paid ordinary share held. UNQUOTED SECURITIES Securities Number of Options Number of Holders Holders with more than 20% Options exercisable at $0.476, expiry 28 Nov 2026 4,117,648 2 21 Options exercisable at $0.476, expiry 17 Mar 2027 1,000,000 1 12 Options exercisable at $0.40, expiry 27 Nov 2027 3,100,000 4 33 Options exercisable at $0.65, expiry 27 Nov 2029 3,100,000 4 34 Options exercisable at $0.40, expiry 14 Apr 2027 500,000 1 15 Options exercisable at $0.65, expiry 14 Apr 2029 500,000 1 16 Performance Rights, expiry 27 Nov 2029 3,000,000 4 37 Performance Rights, expiry 14 Apr 2030 1,150,000 1 18 Performance Rights, expiry 7 May 2029 1,000,000 1 19 Performance Rights, expiry 22 May 2030 680,000 2 210 Note 1: Russell Clark holds 2,352,942 options and Auracle Group Pty Ltd holds 1,764,706 options. Note 2: Options issued under an employee incentive scheme. Note 3: Stefan Murphy holds 2,000,000 options, Russell Clark holds 2,000,000 options and Auracle Group Pty Ltd holds 2,000,000 options. Note 4: Stefan Murphy holds 2,000,000 options, Russell Clark holds 2,000,000 options and Auracle Group Pty Ltd holds 2,000,000 options. Note 5: Options issued under an employee incentive scheme. Note 6: Options issued under an employee incentive scheme. Note 7: Stefan Murphy holds 1,500,000 performance rights , Russell Clark holds 600,000 performance rights, and Auracle Group Pty Ltd holds 600,000 performance rights Note 8: Performance Rights issued under an employee incentive scheme. Note 9: Performance Rights issued under an employee incentive scheme. Note 10: Performance Rights issued under an employee incentive scheme.
Page 85
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES ADDITIONAL SHAREHOLDER INFORMATION (Continued) 84 RESTRICTED SECURITIES The Company has no restricted securities.
Page 86
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES SCHEDULE OF MINERAL TENEMENTS 85 Project Location Tenement Number Economic Entity's Interest Yarraloola West Pilbara, WA E08/1686 85%* Yarraloola West Pilbara, WA E08/1826 85% Yarraloola West Pilbara, WA E08/3180 100% Yarraloola West Pilbara, WA E08/3399 100% Yarraloola West Pilbara, WA L08/295 85% Yarraloola West Pilbara, WA L08/298 85% Yarraloola West Pilbara, WA L08/303 85% Yarraloola West Pilbara, WA L08/319 85% Yarraloola West Pilbara, WA L08/320 85% Yarraloola West Pilbara, WA L08/321 85% Yarraloola West Pilbara, WA L08/322 85% Yarraloola West Pilbara, WA L08/327 85% Yarraloola West Pilbara, WA L08/329 85% Yarraloola West Pilbara, WA L08/330 85% Yarraloola West Pilbara, WA L08/331 85% Yarrie East Pilbara, WA E45/3728 70% Yarrie East Pilbara, WA E45/4065 70% Yarrie East Pilbara, WA E45/4433 100% Yarrie East Pilbara, WA E45/4604 70% Yarrie East Pilbara, WA E45/4605 70% Yarrie East Pilbara, WA E45/6897 70% Yarrie East Pilbara, WA EA45/7298 70% Shepherds Well West Pilbara, WA E08/2361 70% Buddadoo Mid-west, WA E59/1350 85% Buddadoo Mid-west, WA E59/2349 85% Buddadoo Mid-west, WA MA59/800 85% Croydon East Pilbara, WA E47/2150 70% Croydon East Pilbara, WA EA47/5393 70% Croydon East Pilbara, WA EA47/5420 70% * – As part of the sale of the Company’s interest in certain tenements comprising the Robe Mesa Iron Ore Project to the RRJV which completed on 9 September 2025, the Company has retained mineral rights in respect of the north-eastern portion of E08/1686 (comprising approx. 68.6% of the total area of E08/1686). E – Exploration Licence L – Miscellaneous Licence EA – Exploration Licence Application MA – Mining Application
Page 87
CZR RESOURCES LTD ANNUAL REPORT 2026 & CONTROLLED ENTITIES DETAILS OF MINERAL RESOURCES AND ORE RESERVES 86 Results of Annual Review of Mineral Resources and Ore Reserves The Company’s Mineral Resource and Ore Reserve Statement has been compiled in accordance with the Australian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (The JORC Code 2012 Edition) and Chapter 5 of the ASX Listing Rules and ASX Guidance Note 31. An annual review was completed of Mineral Resources and Ore Reserves on 24 September 2026. As a result of the sale of the Company’s Robe Mesa Project to the R obe River Joint Venture that settled on 9 September 2025 the Company no longer has any reportable JORC Resources and Reserves. In the Company’s last Annual Report as JORC Resources and Reserves were reported as at 25 September 2025 the Company also had no reportable JORC Resources and Reserves. As such there has been no change in reportable JORC Resources and Reserves for the year. Governance Arrangements for Mineral Resources and Ore Reserves Estimates Mineral Resources and Ore Reserves are estimated by independent external consultants in accordance with the JORC 2012 Code, using industry standard techniques and internal guidelines for the estimation and reporting of Mineral Resources and Ore Reserves. All statements are accompanied by the appropriate sections of Table 1 from the JORC (2012) guidelines. Mineral Resource and Ore Reserve Statements included in the Annual Report are reviewed by suitably qualified Competent Persons from the Company prior to its inclusion. All drill hole data is stored in-house within a commercially available purpose designed database management system and subjected to industry standard validation procedures. Quality control on resource drill programs have been undertaken to industry standar ds with implementation of appropriate drilling type, survey data collection, assay standards, sample duplicates and repeat analyses.