SKBL · Skyline Builders Group Holding Ltd. Class A

Skyline Builders Group Holding Limited (SKBL) has entered into a definitive Transaction Agreement to acquire Cove Kaz Capital Group LLC and Kaz Resources LLC, forming a combined entity focused on critical mineral development in Kazakhstan. The transaction is structured as a series of steps: KRLLC will distribute equity in a newly formed AIFC NewCo to SKBL, Cove Kaz will convert to a corporation, KRLLC will sell its AIFC NewCo interests and contribute a receivable to Cove Kaz in exchange for Pubco Class B Common Stock and earnout shares, and finally SKBL Merger Sub will merge into SKBL, with SKBL surviving. The combined company, KAZ Resources Group, will hold a 70% interest in the Severniy Katpar tungsten project, one of the largest tungsten deposits outside China. The deal is supported by strong U.S. government backing, including a critical minerals MOU between the U.S. and Kazakhstan, and letters of interest from EXIM Bank (up to $900 million) and DFC for project financing. Offtake demand from U.S. government and defense contractors already exceeds planned capacity. The transaction requires SKBL shareholder approval and is expected to close in 2026. Additionally, SKBL has provided a $23.1 million convertible loan to Cove Kaz, which will convert into equity upon closing. This business combination positions SKBL to become a key player in the critical minerals supply chain, addressing U.S. national security concerns over Chinese dominance in tungsten.