Skyline Builders and Cove Kaz Sign Transaction Agreement

Skyline Builders Group Holding and Cove Kaz Capital Group announced the companies entered into a Transaction Agreement to effect a business combination. Upon completion of the business combination, the combined company plans to operate under the name "Kaz Resources Inc." and trade on Nasdaq under the ticker symbol "KAZR." The business combination, which will also include the acquisition of Kaz Critical Minerals LLP, the holder of 15 licenses in Kazakhstan, has received approval by the boards of directors of both companies and is expected to close in the fourth quarter of 2026 or early 2027, subject to certain closing conditions, including the approval by Skyline shareholders, receipt of regulatory approvals and the effectiveness of a registration statement to be filed with the U.S. Securities and Exchange Commission. The investment was led by American Ventures. Underlying the business combination is Cove Kaz's acquisition from Kazakhstan's National Mining Company, Tau-Ken Samruk, of a 70% ownership interest in Severniy Katpar LLP., which holds licenses to two key projects in Kazakhstan - Northern Katpar and Upper Kairakty - located less than 20 miles apart by road in the established Karaganda mining district in Central Kazakhstan, less than 100 miles south of the City of Karaganda. Tau-Ken Samruk will retain 30% ownership in Severniy Katpar LLP. Severniy Katpar LLP currently owns the largest known undeveloped tungsten resource globally. The most recent feasibility studies completed in April 2023 reported total JORC-compliant mineral resources containing 1.4 million tonnes of tungsten trioxide, representing approximately 70% of Kazakhstan's estimated 2 million tonnes of tungsten resources. For perspective, the U.S. Geological Survey estimates China's reserves at 2.4 million tonnes. The current feasibility studies support production of approximately 5,000 metric tonnes per annum at Northern Katpar, and 7,000 mtpa from Upper Kairakty, for a total of 12,000 mtpa, representing approximately 15% of current global production. The original joint venture announcement was made during the C5+1 Leaders' Summit in Washington, D.C. by President Donald J. Trump and President Kassym-Jomart Tokayev. The project has benefited from strong trade advocacy and interagency coordination. Since 2023, the U.S. Departments of Commerce and State have provided commercial diplomacy in support of the company's critical minerals business efforts in Kazakhstan. For the Projects, the Export-Import Bank of the United States has issued a Letter of Interest for up to $900 million in project financing, and the U.S. International Development Finance Corporation has issued a Letter of Interest for up to $700 million. Cove Kaz will be responsible for marketing 100% of project output and has entered into a Letter of Intent with the International Trade Administration at the U.S. Department of Commerce to prioritize U.S. Government and American commercial needs. Total development costs are estimated at approximately $1.1 billion. Cove Kaz announced the financial closing and successful acquisition of its 70% ownership interest in Severniy Katpar LLP on April 29, 2026. The joint venture with Tau-Ken Samruk National Mining Company will now advance towards the commencement of a Definitive Feasibility Study in the second half of 2026.