Skyline Builders Group Holding (NASDAQ: KAZR) and Cove Kaz Capital have mutually terminated their previously announced business combination agreement.
Cove Kaz now intends to pursue a direct listing during 1H 2027. Before that listing, Skyline is to receive 63,994,955 Cove Kaz Class A shares through private transactions redeeming its entire Kaz Resources stake and cancelling its outstanding convertible loan to Cove Kaz. Cove Kaz secured a $32 million capital commitment at $8.00 per share, implying a $1.97 billion equity value. Following funding closing, Skyline’s 26% stake would be valued at over $500 million, approximately $3.40 per Skyline share on an as-converted, fully diluted basis.
Skyline expects to distribute this value tax-efficiently to shareholders, then acquire another critical minerals business. It also agreed to change its ticker and release KAZR within fifteen days.
Cove Kaz Capital Group and Skyline Builders Group Holding (Nasdaq: KAZR) mutually terminated their previously announced business combination agreement.
Cove Kaz secured a $32.0 million equity commitment from American Ventures for four million shares at $8.00 each, implying a $1.97 billion equity value. Cove Kaz describes this as a 76% valuation uplift from the prior agreement. Closing remains subject to customary conditions. The company plans to use the capital for engineering and construction-related work to shorten its time to production.
Cove Kaz also plans to convert to a Delaware corporation, combine with certain Cove Capital-affiliate assets in Kazakhstan, and rename itself Kaz Resources. The asset combination requires Kazakhstan government and other regulatory approvals. Skyline agreed to change its ticker and release KAZR within fifteen days under the termination agreement.
Skyline Builders Group Holding (Nasdaq: KAZR) announced the acquisition of two precious metals mineral properties in Nevada ahead of its pending business combination with Cove Kaz Resources, expected to close by year-end 2026 or early 2027.
The company acquired the early-stage Mill Creek Project from Paramount Gold (NYSE: PZG), consisting of 36 lode mining claims totaling about 720 acres in the Shoshone Range, and the past-producing Irwin Project, comprising 12 claims in the Troy Mining District with historic assays up to 7.5 g/t gold and 96 g/t silver. Both projects are in early exploration; Skyline plans mapping, geochemical sampling, geophysics and remote sensing to define potential drill targets.
According to Skyline, the Nevada purchases diversify its portfolio into gold and silver within what the Fraser Institute’s 2025 survey ranks as the world’s most attractive mining jurisdiction. Cove Kaz was not involved in these acquisitions and assumes no liability for the Nevada projects.
Cove Kaz Capital Group (Nasdaq: KAZR – post-combination name planned as Kaz Resources Inc.) will present at the Canaccord Genuity 46th Annual Growth Conference in Boston on August 12, 2026 at 10:30 a.m. Executive Chairman Pini Althaus and CEO Dominic Heaton will also host investor meetings that day.
Cove Kaz Capital Group is a U.S.-backed critical minerals developer focused on Kazakhstan. On April 29, 2026, it acquired a 70% controlling interest in Severniy Katpar LLP, a joint venture with Tau-Ken Samruk, to advance the Northern Katpar and Upper Kairakty tungsten deposits. On April 30, 2026, Cove Kaz Capital Group and Skyline Builders Group Holding (Nasdaq: KAZR) entered into a Transaction Agreement for a proposed business combination, after which the combined company plans to operate as Kaz Resources Inc. and trade on Nasdaq under ticker KAZR.
Cove Kaz Capital Group (Nasdaq: KAZR, via Skyline) announced the engagement of leading global engineering firms to conduct a Definitive Feasibility Study (DFS) for the Northern Katpar tungsten project in Kazakhstan, held by Severniy Katpar LLP, in which the company owns a 70% controlling interest. The DFS, which commenced in July 2026 and is anticipated to be completed before the end of 2027, is intended to support a Final Investment Decision and the due diligence requirements of prospective financing partners, including DFC and EXIM.
DRA Global will lead the DFS and mineral processing, ERM will manage geology, mine planning, and environmental and social frameworks, and Knight Piésold will lead geotechnical, hydrology, and tailings storage, all subject to definitive agreements. The DFS will define the mine plan and refinery designed to produce ammonium paratungstate. Severniy Katpar LLP’s tungsten resources total 1.4 million tonnes of WO3 and support anticipated production of 12,000 mtpa across Northern Katpar and Upper Kairakty, about 15% of current global tungsten mine output.
Cove Kaz Capital Group (KAZR) will begin site preparation in July at the Northern Katpar and Upper Kairakty tungsten deposits in Kazakhstan to support a Definitive Feasibility Study. Activities include land surveys, access roads, drill pad preparation, and a site office, ahead of core drilling in August.
Severniy Katpar LLP reports JORC-compliant resources containing 1.4 million tonnes of WO3, supporting anticipated combined production of 12,000 mtpa, about 15% of current global tungsten mine output. Cove Kaz also named Adil Amerkhanov CFO of Kazakhstan operations.
Skyline Builders Group Holding (Nasdaq: SKBL, future: KAZR) will change its Nasdaq ticker to KAZR effective June 17, 2026, ahead of its pending business combination with Cove Kaz Capital Group, a U.S.-backed critical minerals developer in Kazakhstan.
The combined company is expected to operate as Kaz Resources and continue trading on Nasdaq as KAZR, with no shareholder action required for the ticker change. The merger is targeted to close before the end of 2026, subject to regulatory approvals and customary conditions.