Cove Kaz and Skyline (KAZR) outline tungsten JV and planned merger

Rhea-AI Filing Summary

Cove Kaz Capital Group LLC, a U.S.-based developer of critical mineral resources in Kazakhstan, plans for its Executive Chairman and CEO to present at the Canaccord Genuity 46th Annual Growth Conference in Boston on August 12, 2026, at 10:30 a.m. and to host investor meetings that day.

Cove Kaz Capital Group holds a 70 percent controlling interest in Severniy Katpar LLP, a joint venture with Kazakhstan’s national mining company Tau-Ken Samruk, which retains 30 percent, to develop the Northern Katpar and Upper Kairakty tungsten deposits toward commercial production.

Cove Kaz Capital Group and Skyline Builders Group Holding Limited have entered into a Transaction Agreement for a proposed business combination under which the combined company would be named Kaz Resources Inc. and trade on Nasdaq under the ticker KAZR, subject to completion of the transaction and regulatory processes including a planned registration statement on Form S-4 and a proxy statement for Skyline shareholders.

Filing Explained

This communication does not itself solicit shareholder votes, offer securities, or record a sale; the proposed combination remains unfinished and awaits the planned Form S-4 registration statement and Skyline proxy statement.

Key Figures

Controlling interest in Severniy Katpar LLP: 70 percent Remaining interest in Severniy Katpar LLP: 30 percent Conference presentation date: August 12, 2026 +2 more

5 metrics

Controlling interest in Severniy Katpar LLP 70 percent Acquired by Cove Kaz Capital Group on April 29, 2026

Remaining interest in Severniy Katpar LLP 30 percent Retained by Tau-Ken Samruk, Kazakhstan’s national mining company

Conference presentation date August 12, 2026 Canaccord Genuity 46th Annual Growth Conference in Boston

Conference presentation time 10:30 a.m. Scheduled time for Cove Kaz Capital Group’s presentation

Form type for planned registration Form S-4 Registration statement to be filed by Cove Kaz Capital Group

Key Terms

business combination, Transaction Agreement, forward-looking statements, registration statement on Form S-4, +2 more

6 terms

business combination financial

"announced the companies entered into a Transaction Agreement to effect a business combination"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Transaction Agreement financial

"announced the companies entered into a Transaction Agreement to effect a business combination"

forward-looking statements regulatory

"Certain statements contained in this news release constitute “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

registration statement on Form S-4 regulatory

"Cove Kaz Capital Group intends to file a registration statement on Form S-4 containing a prospectus"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement regulatory

"Skyline intends to file a proxy statement for the purpose of soliciting proxies or votes"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

tungsten deposits technical

"developing the Northern Katpar and Upper Kairakty tungsten deposits, among the largest undeveloped"

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Available on EDGAR 08/04/2026 - 04:43 PM Accepted by SEC EDGAR 08/04/2026 - 04:30 PM Learn about SEC filing dates

FAQ

What did Skyline (KAZR) announce regarding Cove Kaz Capital Group and an investor conference?

Cove Kaz Capital Group’s Executive Chairman and CEO will present at the Canaccord Genuity 46th Annual Growth Conference in Boston on August 12, 2026, at 10:30 a.m., and will host investor meetings throughout the day.

What critical mineral projects are linked to Skyline (KAZR) through Cove Kaz Capital Group?

Cove Kaz Capital Group is developing the Northern Katpar and Upper Kairakty tungsten deposits in Kazakhstan, described as among the largest undeveloped tungsten resources globally, aiming to support critical industrial and high-technology applications.

What ownership stake did Cove Kaz Capital Group acquire that relates to Skyline (KAZR)?

On April 29, 2026, Cove Kaz Capital Group acquired a 70% controlling interest in Severniy Katpar LLP, while Kazakhstan’s national mining company Tau-Ken Samruk retains the remaining 30%, forming a joint venture focused on tungsten development.

What is the proposed business combination involving Skyline (KAZR)?

On April 30, 2026, Cove Kaz Capital Group and Skyline agreed to a Transaction Agreement for a proposed business combination, after which the combined company would be named Kaz Resources Inc. and trade on Nasdaq under the ticker KAZR, if completed.

What regulatory filings are planned for the Skyline (KAZR) and Cove Kaz Capital Group transaction?

Cove Kaz Capital Group intends to file a registration statement on Form S-4 containing a prospectus, and Skyline plans to file a proxy statement to solicit votes from its shareholders regarding the proposed business combination.

What risks are highlighted about the proposed Skyline (KAZR) business combination?

The disclosure notes that the proposed business combination may not be completed in a timely manner or at all and that forward-looking statements are subject to risks and uncertainties, including project development outcomes and timing of initial production.

Filed by Skyline Builders Group Holding Ltd.

pursuant to Rule 425 under the Securities Act of 1933,

as amended, and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Skyline Builders Group Holding Ltd.

(File No. 001-42461)

 

Cove Kaz Capital Group LLC to Participate at Upcoming Investor Conference

NEW YORK – August 4, 2026 – Cove Kaz Capital Group LLC (“Cove Kaz Capital Group” or the “Company”), a U.S.-based company focused on the development of critical mineral resources in Kazakhstan, today announced the Company’s Executive Chairman Pini Althaus and Chief Executive Officer Dominic Heaton will present at the Canaccord Genuity 46th Annual Growth Conference in Boston on August 12, 2026, at 10:30 a.m. and will host investor meetings throughout the day.

About Cove Kaz Capital Group LLC

Cove Kaz Capital Group LLC is a U.S.-backed critical minerals development company focused on advancing strategic critical minerals resource projects in Kazakhstan. On April 29, 2026, Cove Kaz Capital Group acquired a 70 percent controlling interest in Severniy Katpar LLP, a joint venture with Kazakhstan’s national mining company Tau-Ken Samruk, which retains the remaining 30 percent.

Through this partnership, Cove Kaz Capital Group will be developing the Northern Katpar and Upper Kairakty tungsten deposits, among the largest undeveloped tungsten resources globally. The project is advancing through feasibility, permitting, and development toward commercial production, with the objective of establishing a long-term, secure supply of tungsten to support critical industrial and high-technology applications in the United States and global markets.

On April 30, 2026, Cove Kaz Capital Group and Skyline Builders Group Holding Limited (“Skyline” or “KAZR”) (Nasdaq: KAZR) 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.” For more information, please visit: https://www.kazresources.com

For further information, please contact:

Investor Contacts:

Eric Prouty

212.750.5800
eric.prouty@advisiry.com

Lynn Morgen

212.750.5800
lynn.morgen@advisiry.com

Media Contact:

Jack Kelleher

covekaz-cs@collectedstrategies.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this news release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the proposed business combination between Cove Kaz Capital Group and Skyline (the “Proposed Transaction”). These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “think,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “seeks,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements represent Cove Kaz Capital Group’s expectations or beliefs concerning guidance, future events, anticipated revenue, future demand and production levels, macroeconomic trends, the development of ongoing projects, costs and expectations, and it is possible that the results described in this news release will not be achieved.

These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside of Cove Kaz Capital Group’s control, which could cause actual results to differ materially from the results discussed in the forward-looking statements. These factors include, without limitation, Cove Kaz Capital Group’s ability to successfully develop its mining projects, including whether Cove Kaz Capital Group’s exploration targets and estimates for such mines are realized, the timing of the initial production, the development of a pilot and ultimately a full scale commercial processing facility. In addition, there is a risk that the Proposed Transaction may not be completed in a timely manner or at all.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Cove Kaz Capital Group does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Cove Kaz Capital Group to predict all such factors.

Important Notices and Additional Information

In connection with the Proposed Transaction, Cove Kaz Capital Group intends to file a registration statement on Form S-4 containing a prospectus with the U.S. Securities and Exchange Commission (the “SEC”), and Skyline intends to file a proxy statement for the purpose of soliciting proxies or votes from Skyline shareholders. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PARTIES AND THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the prospectus, the proxy statement and other documents filed by Cove Kaz Capital Group and Skyline (in each case when available) with the SEC at the SEC’s web site at http://www.sec.gov. Free copies of these documents and other filings with the SEC may also be obtained by contacting Cove Kaz Capital Group directly at info@kazresources.com or Skyline at Office A, 15/F, Tower A, Capital Tower, No. 38 Wai Yip Street, Kowloon Bay, Hong Kong, telephone: +852-2811-9688.

No Offer or Solicitation

This news release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Transaction contemplated by the Transaction Agreement and shall not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.