Skyline (KAZR) pivots into Nevada gold, plans Kazakh minerals combo

Rhea-AI Filing Summary

Skyline Builders Group Holding Limited (KAZR) announced the acquisition of two early-stage gold and silver mineral properties in Nevada, the Mill Creek Project and the Irwin Project. Mill Creek, acquired from Paramount Gold, consists of 36 lode mining claims totaling about 720 acres in the Shoshone Range. The Irwin Project is a past-producing property with twelve claims in Nye County, where historic sampling reported assays up to 7.5 g/t gold and 96 g/t silver. Skyline plans initial field work including mapping, geochemistry, geophysics and remote sensing to define potential drill targets. The company continues to pivot from its legacy Asian construction focus toward critical and precious minerals and is pursuing a proposed business combination with Cove Kaz Capital Group, which holds a 70% interest in the Severniy Katpar tungsten joint venture and a 75% interest in the Akbulak rare earth project in Kazakhstan. The combination and future project development remain subject to various risks and completion conditions highlighted in the forward-looking statements and planned SEC registration/proxy materials.

Key Figures

Mill Creek claims: 36 lode mining claims Mill Creek area: 720 acres Irwin Project claims: 12 claims +5 more

8 metrics

Mill Creek claims 36 lode mining claims Contiguous block of claims in the Shoshone Range, Nevada

Mill Creek area 720 acres Total area covered by Mill Creek lode mining claims

Irwin Project claims 12 claims Past-producing Irwin gold-silver property in Nye County, Nevada

Irwin gold grade 7.5 g/t gold Historic assay value reported for intrusive-related mineralization

Irwin silver grade 96 g/t silver Historic assay value reported for intrusive-related mineralization

Membership interest in LLC 20% Approximate membership interest subscribed for in a critical materials supply chain LLC

Severniy Katpar interest 70% Cove Kaz controlling stake in Severniy Katpar LLP joint venture

Akbulak rare earth interest 75% Cove Kaz interest in Akbulak rare earth project joint venture

Key Terms

lode mining claims, intrusive-related, Policy Perception Index, critical minerals, +1 more

5 terms

lode mining claims technical

"The project comprises a contiguous block of 36 lode mining claims."

A lode mining claim is a legal right to explore for and extract minerals from a specific vein, seam, or deposit of ore in rock on public land, defined by mapped boundaries and governed by mining laws and permits. For investors it shows who controls the right to develop a particular underground mineral deposit, which affects a project's potential value, financing, regulatory obligations, and title risk—similar to holding a deed to a vein of ore rather than an interest in loose surface minerals.

intrusive-related technical

"a past-producing property spanning twelve claims with historic high-grade intrusive-related gold"

Policy Perception Index regulatory

"Nevada scored 100 on the Policy Perception Index – the highest possible score"

critical minerals financial

"KAZR seeks to become a highly strategic supplier of critical minerals"

Materials needed to build modern technologies—like batteries, electronics, renewable energy systems and defense equipment—that have few easy substitutes and often come from a small number of countries or mines. Investors care because their supply can be disrupted, expensive or slow to increase, which affects the cost, availability and growth prospects of companies and industries that rely on them; think of them as critical spare parts for the global economy.

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.

FAQ

What did Skyline Builders Group Holding (KAZR) announce regarding new mining assets in Nevada?

Skyline Builders Group Holding (KAZR) announced it acquired two early-stage precious metals properties in Nevada: the Mill Creek gold project and the Irwin gold-silver project. Both are exploration-stage assets where Skyline plans mapping, sampling, geophysical surveys, and remote sensing to define potential future drill targets.

What are the key details of Skyline (KAZR)’s Mill Creek gold project in Nevada?

The Mill Creek Project, acquired from Paramount Gold, comprises 36 lode mining claims totaling about 720 acres in the northwest Shoshone Range, roughly 33 km south of Battle Mountain. Skyline characterizes it as an early-stage gold exploration project with a dedicated project summary available online.

What historic grades are reported for Skyline (KAZR)’s Irwin gold-silver project?

The Irwin Project has historically reported high-grade intrusive-related mineralization, with assays up to 7.5 g/t gold and 96 g/t silver. Mineralized veins reportedly trace up to 70 meters along strike, across twelve claims in Nevada’s Troy Mining District accessible directly by road.

How does the proposed business combination between Skyline (KAZR) and Cove Kaz fit into their critical minerals strategy?

Skyline and Cove Kaz are pursuing a proposed business combination under a Transaction Agreement, aiming to build a critical and strategic minerals platform. Cove Kaz focuses on Kazakhstan projects, including tungsten and rare earths, while Skyline is adding Nevada precious metals assets as part of this broader strategy.

What ownership stakes does Cove Kaz hold in its Kazakhstan critical minerals projects mentioned with Skyline (KAZR)?

Cove Kaz holds a 70% controlling interest in Severniy Katpar LLP, a tungsten joint venture with Tau-Ken Samruk, and a 75% interest in the Akbulak rare earth project with Qazgeology. These positions underpin its role in developing diversified critical mineral supply chains.

Did Cove Kaz participate in Skyline (KAZR)’s Nevada property acquisitions?

Cove Kaz did not participate in the Nevada acquisitions. The company states it was not involved in the transactions, performed no due diligence on these projects, and assumes no liability for them or for any outcomes arising from the Nevada project information described.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/17/2026 - 04:36 PM Accepted by SEC EDGAR 08/17/2026 - 04:06 PM Learn about SEC filing dates

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)

Skyline Builders Group Holding Acquires Two Highly Prospective

Gold and Silver Mineral Properties in Nevada

● Company acquired the properties ahead of its pending, transformative business combination with Cove Kaz Resources

● Cove Kaz Resources is advancing strategic resource projects in Kazakhstan focused on tungsten

● Company’s Nevada purchases diversify its property portfolio into precious metals -- and the world’s highest ranked mining jurisdiction -- with two properties

GRAND CAYMAN, CAYMAN ISLANDS – August 17, 2026 -- Skyline Builders Group Holding Limited (Nasdaq: KAZR) (“the Company”), a holding company expecting to close its previously announced merger with Cove Kaz Resources (Cove Kaz) by year-end or early 2027, today announced it has acquired two highly  prospective gold and silver mineral properties in Nevada.

Nevada is the world’s highest ranked mining  jurisdiction, as defined by the Fraser Institute – a non-partisan Canadian public policy think-tank. For more than 50 years, Fraser has served as the mining industry’s authoritative source of jurisdictional evaluation. In its latest 2025 Annual Survey, released Feb. 26, 2026, Nevada was listed as #1 globally for mining attractiveness out of 68 jurisdictions – moving up from #2 a year earlier. Further, Nevada scored 100 on the Policy Perception Index – the highest possible score – making it the world’s most attractive jurisdiction on government policy factors alone. For context, Nevada has been ranked #1 in 2018, 2020, #3 in 2021, #1 in 2022 and has remained highly ranked subsequently. 

The two properties acquired are:

Mill Creek Project, an early-stage gold exploration project acquired from Paramount Gold (NYSE: PZG). The project comprises a contiguous block of 36 lode mining claims. The claims total approximately 720 acres and are located in the NW part of the Shoshone Range, 33 km south of Battle Mountain. A project summary is available at skylinebuildersgroupholding.com.

Irwin Project, a past-producing property spanning twelve claims with historic high-grade intrusive-related gold and silver. Mineralized veins trace up to 70 meters along strike, yielding historical assays up to 7.5 g/t gold and 96 g/t silver. Multiple unconstrained veins and historic workings offer excellent exploration upside.

The Irwin project is located in the Troy Mining District, Nye County, Nevada, approximately 150 kilometers east-northeast of Tonopah. The project is directly accessible by road. A project summary is available at skylinebuildersgroupholding.com.

The acquired mineral properties are in the early stages of exploration. The Company expects to conduct initial field studies including detailed mapping, soil and geochemistry sampling, geophysical surveys and remote sensing. It is hoped these studies will lead to identifying potential future drill targets.

“We’re excited to acquire two precious metals projects in Nevada, the world’s highest ranked mining jurisdiction. We believe we are early in a worldwide, commodity super cycle that will see precious metals, base metals, strategic and critical metals’ prices increase dramatically over the next decade due to rapidly growing demand and relative scarcity, global geopolitical tensions and supply chain constraints,” said Paul Mann, Executive Chairman of Sky Builders Group Holding Limited.

“We have the balance sheet strength, access to capital, and expertise to be opportunistic,” he added. “Accordingly, we are scouring the planet in pursuit of properties that hold exceptional value with strong prospects to advance these assets, and increase shareholder value, with further exploration, development, and production.”

Cove Kaz is positioned to become a global leader in the mining, extraction, and processing of strategic minerals and metals aimed towards the United States defense and industrial base, specifically tungsten and, more recently, precious metals. The US has designated silver a critical metal for its vital role in all things electrification from hyper-scalers to solar panels, while central banks globally continue to buy gold as a diversified reserve asset at unprecedented rates. Kaz Resources has existing and pending mining business under development in Kazakhstan that together form a unique portfolio of advanced-exploration and late-stage critical minerals projects.

Cove Kaz was not involved in the Nevada acquisitions, has not conducted any due diligence into these projects, and assumes no liability whatsoever pertaining to the projects or any outcomes arising from the information contained in this news release.

ABOUT SKYLINE BUILDERS GROUP HOLDING LIMITED

Skyline Builders Group Holding Limited (Nasdaq: KAZR) is a Cayman Islands exempted company with limited liability with its main assets focused on the construction industry in Asia.

In the third quarter of 2025, a group of US investors, led by American Ventures, took control of the Company via a significant cash injection with a goal to divest of the legacy Asian construction business and acquire assets in the critical material supply chain.

KAZR seeks to become a highly strategic supplier of critical minerals and will focus on supplying customers in the United States preferentially over customers in other regions to ensure that US customers have access to the critical materials they require. In November 2025, it announced that it had subscribed for an approximate 20% membership interest in an LLC involved in the critical materials supply chain. In April 2026, the Company announced a Transaction Agreement to effect a business combination with Cove Kaz, a U.S.-backed critical minerals development company focused on advancing strategic resource projects in Kazakhstan. For more information visit skylinebuildersgroupholding.com.

2

ABOUT COVE KAZ CAPITAL GROUP LLC 

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

Through this partnership, Cove Kaz will be developing the Severnity 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 defense applications in the United States and allied markets.

In addition, Cove Kaz holds a 75% interest in the Akbulak rare earth project in a joint venture with Qazgeology, a subsidiary of Kazakhstan’s national mining company Tau-Ken Samruk, further strengthening its position in building integrated, diversified critical minerals supply chains. Together, these assets position Cove Kaz as a key participant in the development of reliable, independent sources of strategically important materials outside of China. For more information visit www.kazresources.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.

3

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.

Investor Contact

800-699-0480

investors@skylinebuildersgroupholding.com

4