SKBL · Skyline Builders Group Holding Ltd. Class A

Skyline Builders Group Holding Limited (Nasdaq: SKBL) and Cove Kaz Capital Group LLC announced a definitive Transaction Agreement to effect a business combination, forming Kaz Resources Inc. The combined company will focus on supplying tungsten, rare earths, and other critical minerals to the United States, leveraging Cove Kaz's portfolio of advanced-exploration and late-stage projects in Kazakhstan. Underlying the merger is Cove Kaz's acquisition of a 70% ownership interest in Severniy Katpar LLP from Kazakhstan's National Mining Company, Tau-Ken Samruk, which holds licenses to the Northern Katpar and Upper Kairakty projects. These projects contain the largest known undeveloped tungsten resource globally, with JORC-compliant resources of 1.4 million tonnes of tungsten trioxide (WO3), representing approximately 70% of Kazakhstan's estimated tungsten resources. Feasibility studies support combined production of 12,000 metric tonnes per annum, about 15% of current global production. The transaction has received Letters of Interest from the Export-Import Bank of the United States (EXIM) for up to $900 million and from the U.S. International Development Finance Corporation (DFC) for up to $700 million. Total development costs are estimated at approximately $1.1 billion. The merger is expected to close in the fourth quarter of 2026 or early 2027, subject to Skyline shareholder approval, regulatory approvals, and effectiveness of a registration statement. The combined company plans to trade on Nasdaq under the ticker symbol 'KAZR'. This transaction aligns with Skyline's 2025 strategic direction to become a material supplier of critical minerals to the U.S. and positions Cove Kaz as a global leader in strategic minerals for the U.S. defense and industrial base.