Kaz deal pivots Skyline Builders (NASDAQ: SKBL) into critical minerals
Rhea-AI Filing Summary
Skyline Builders Group Holding Limited (SKBL) entered into a Transaction Agreement with SKBL Merger Sub, Cove Kaz Capital Group and Kaz Resources LLC to combine SKBL with a Kazakhstan-focused critical minerals business under a new U.S. holding company, Kaz Resources Inc. (PubCo).
The structure includes forming AIFC NewCo in Kazakhstan, merging Kaz Critical Minerals LLP into it, then selling AIFC NewCo equity and a KRLLC receivable to PubCo for PubCo Class B shares and potential earnout shares. SKBL will merge with SKBL Merger Sub so SKBL continues as the surviving Cayman company and its existing securities are cancelled and converted under the agreement.
SKBL also amended Executive Paul Mann’s employment agreement, granting accelerated vesting of all unvested equity and 3,000,000 SKBL Class A Ordinary Shares at closing, and provided Cove Kaz with a $23,100,000 loan at 10% annual simple interest, which may be repaid or converted under a separate loan agreement.
Positive
- None.
Negative
- None.
Insights
SKBL agrees to a complex reverse-style merger into a U.S.-listed critical minerals platform, with added loan and equity incentives.
The agreement would effectively pivot SKBL into a Kazakhstan-focused critical minerals group built around AIFC NewCo and Kaz Critical Minerals LLP, with PubCo (Kaz Resources Inc.) as the top-level U.S. corporation. This resembles a reverse merger structure, where KRLLC contributes its AIFC NewCo stake and receivable for PubCo Class B shares and potential earnout shares.
Closing depends on multiple regulatory and shareholder approvals and customary conditions, so timing and completion are uncertain based on this excerpt. The $23.1M loan from SKBL to Cove Kaz at 10% interest adds credit exposure but also creates a defined claim on the future structure. The executive amendment granting 3,000,000 SKBL Class A shares and accelerated vesting at closing increases equity-based compensation tied to successful completion.
Key Figures
Key Terms
Transaction Agreement financial
Astana International Financial Centre financial
Definitive Feasibility Study financial
letters of intent (LOIs) financial
C5+1 Initiative financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42461
SKYLINE BUILDERS GROUP HOLDING LIMITED
(Registrant’s Name)
Office A, 15/F, Tower A, Capital Tower,
No. 38 Wai Yip Street, Kowloon Bay, Hong Kong
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Information contained in this report
On April 30, 2026, Skyline Builders Group Holding Limited, a Cayman Islands exempted company with limited liability (the “Company” or “SKBL”), entered into a transaction agreement (the “Transaction Agreement”) with SKBL Merger Sub Inc., a Cayman Islands exempted company with limited liability (“SKBL Merger Sub”), Cove Kaz Capital Group LLC, a Delaware limited liability company (“Cove Kaz”), and Kaz Resources LLC, a Delaware limited liability company (“KRLLC”). Defined terms used in this report that are not otherwise defined shall have the meaning ascribed to them in the Transaction Agreement.
For the purpose of engaging in the transactions contemplated by the Transaction Agreement, (i) Cove Kaz incorporated SKBL Merger Sub, a newly incorporated Cayman Islands exempted company with limited liability that is wholly owned by Cove Kaz; and (ii) KRLLC will form AIFC NewCo as a newly incorporated private company in the Astana International Financial Centre (“AIFC NewCo”). KRLLC owns 100% of the issued and outstanding participatory interests (the “KCMLLP Interests”) in Kaz Critical Minerals LLP, a limited liability partnership incorporated and existing under the laws of Republic of Kazakhstan (“KCMLLP”). Prior to the Closing Date, and subject to the terms and conditions set forth in the Transaction Agreement, KCMLLP will merge with and into AIFC NewCo, with AIFC NewCo being the surviving entity in such merger.
Upon the terms and subject to the conditions of the Transaction Agreement, including receipt of requisite regulatory approvals: (a) KRLLC will distribute a percentage of the Equity Interest in AIFC NewCo equal to the fair market value of the KRLLC Redeemed Interests to SKBL in exchange for the redemption of all of the KRLLC Redeemed Interests, (b) Cove Kaz will convert its legal form from a Delaware limited liability company to a Delaware corporation (the “PubCo”), and change its corporate name to “Kaz Resources Inc.”, or such other name as may be agreed by the parties, (c) KRLLC will (i) sell its entire Equity Interest in AIFC NewCo to Cove Kaz, and (ii) contribute all of its rights and interests in and to the KRLLC Receivable to Cove Kaz, in each case, in exchange for newly issued shares of Pubco Class B Common Stock and the right to receive Earnout Shares, if and to the extent earned, in accordance with Section 2.11 of the Transaction Agreement and (d) at the SKBL Merger Effective Time, in accordance with the Companies Act (As Revised) of the Cayman Islands (the “Cayman Companies Act”), SKBL Merger Sub will merge with and into SKBL, as a result of which the separate corporate existence of SKBL Merger will cease and SKBL will continue as the surviving company in such merger (the “SKBL Merger”), and as a result of which each of the issued and outstanding SKBL Securities immediately prior to the SKBL Merger Effective Time shall no longer be outstanding and shall automatically be cancelled pursuant to the conversion as described below.
Effects of SKBL Merger
At the SKBL Merger Effective Time, by virtue of the SKBL Merger and without any action on the part of any Party or the holders of securities of SKBL or SKBL Merger Sub,
| (a) | Each SKBL Ordinary Share (other than any Dissenting Shares) that is issued and outstanding shall be converted into one share of Pubco Class A Common Stock and all of the SKBL Ordinary Shares converted into Pubco Class A Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the SKBL Merger Effective Time; |
| (b) | Each SKBL Preferred A Share that is issued and outstanding (other than any Dissenting Shares) shall be converted into one share of Pubco Series A Preferred Stock and all of the SKBL Preferred A Shares converted into Pubco Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the SKBL Merger Effective Time; |
| (c) | Each SKBL Preferred B Share that is issued and outstanding (other than any Dissenting Shares) shall be converted into one share of Pubco Series B Preferred Stock and all of the SKBL Preferred B Shares converted into Pubco Series B Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist at the SKBL Merger Effective Time; |
| (d) | At the SKBL Merger Effective Time, each outstanding restricted stock award with respect to SKBL Ordinary Shares shall, by virtue of the SKBL Merger and without any action on the part of the holder thereof, be assumed by Pubco and converted into a restricted stock award with respect to an equal number of shares of Pubco Class A Common Stock (each, a “Pubco Restricted Stock Award”); provided, however, that each such Pubco Restricted Stock Award shall continue to be governed by, and subject to, the same terms and conditions (including all vesting, forfeiture, and other conditions set forth therein), as in effect immediately prior to the SKBL Merger Effective Time, without any enlargement of the rights of the holder thereof; and |
| (e) | Each Dissenting Share issued and outstanding immediately prior to the SKBL Merger Effective Time shall be cancelled and cease to exist in accordance with Section 2.4 of the Agreement and thereafter represent only the right to receive the applicable payments set forth in Section 2.4 of the Agreement. |
1
Representations, Warranties and Covenants
The parties to the Transaction Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Transaction Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and its subsidiaries during the period between execution of the Transaction Agreement and the Closing. Each of the parties to the Transaction Agreement has agreed to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things as are necessary, proper or advisable under applicable laws or otherwise, and each shall cooperate with the other, to consummate the transactions as promptly as reasonably practicable.
Conditions to Closing
The obligations of each Party to consummate the Transactions at the Closing are subject to the satisfaction (or waiver by SKBL and Cove Kaz) of certain conditions, including, among others:
| (a) | All requisite government and third-party approvals shall have been obtained or made. |
| (b) | No governmental authority shall have enacted or entered any Law or Order) that restrains, enjoins, or otherwise prohibits the consummation of the Transactions. |
| (c) | SKBL Shareholders will have approved the Transactions. |
| (e) | The effectiveness of a registration statement registering the shares of Pubco Class A Common Stock to be issued to SKBL Shareholders. |
| (f) | The listing of the shares of Pubco Class A Common Stock on the Trading Market. |
The obligations of SKBL to consummate the Transactions are subject to the satisfaction (or waiver by SKBL) of certain conditions, including, among others:
| (a) | The truth and accuracy of the representations and warranties of KRLLC and Cove Kaz. |
| (b) | The performance in all material respect of the obligations, covenants and agreements of Cove Kaz and KRLLC. |
| (c) | The absence of a Kaz Material Adverse Effect between signing and closing. |
The obligations of Cove Kaz, KRLLC and SKBL Merger Sub to consummate the Transactions are subject to the satisfaction (or waiver by Cove Kaz and KRLLC) of certain conditions, including, among others:
| (a) | The truth and accuracy of the representations and warranties of SKBL. |
| (b) | The performance in all material respect of the obligations, covenants and agreements of SKBL. |
| (c) | The absence of a SKBL Material Adverse Effect between signing and closing. The absence of a Kaz Material Adverse Effect between signing and closing. |
| (d) | All outstanding convertible notes issued by SKBL shall have been converted to SKBL Series B Preferred Shares. |
| (e) | The holders of all outstanding warrants issued by SKBL shall be cancelled at closing in exchange for warrants of Pubco. |
| (f) | As of the Closing Date, SKBL shall have no less than US$50,000,000 of net proceeds from the PIPE Financing remaining available in the bank accounts of SKBL, reduced by any amounts that have or may be loaned by SKBL to a Kaz Company. |
| (g) | SKBL (i) shall have disposed, in a manner reasonably satisfactory to Cove Kaz, of its Hong Kong legacy business and (ii) shall have no operations or business in Hong Kong or China or liabilities related thereto. |
| (h) | (i) SKBL shall have sold of its interest in Reemag Australia Pty Ltd (the “Reemag Disposition”) prior to the earlier of (A) the Closing and (B) November 26, 2026 and (ii) following the Reemag Disposition, SKBL shall not be an “investment company” within the meaning of the Investment Company Act of 1940, as amended. |
2
Termination
The Transaction Agreement may be terminated under certain customary circumstances prior to the closing of the Transaction, including but not limited to:
| (a) | by mutual written consent of SKBL and Cove Kaz; |
| (b) | by written notice by SKBL to Cove Kaz, or by Cove Kaz to SKBL, if any of the conditions to the Closing set forth in Article III have not been satisfied or waived on or prior to [●], 2027 (as it may be extended pursuant to the proviso set out in Section 9.1(b) of the Transaction Agreement); |
| (c) | by written notice by SKBL to Cove Kaz, or by Cove Kaz to SKBL if a Governmental Authority of competent jurisdiction shall have issued a Law or Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such Law or Order or other action has become final and non-appealable; |
| (d) | by written notice by Cove Kaz to SKBL, if (i) there has been a breach by SKBL of any of its representations, warranties, covenants or agreements contained in this Agreement, or (ii) if any representation or warranty of such Parties shall have become untrue or inaccurate, in each case, which would result in a failure of any condition set forth in Section 3.3 or Section 3.5 of the Transaction Agreement to be satisfied (subject to the proviso set out in Section 9.1(d) of the Transaction Agreement); |
| (e) | by written notice by SKBL to Cove Kaz, if (i) there has been a breach by Cove Kaz or KRLLC of any of their respective representations, warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 3.3 or Section 3.4 of the Transaction Agreement to be satisfied (subject to the proviso set out in Section 9.1(e) of the Transaction Agreement); |
| (f) | by written notice by Cove Kaz to SKBL if (i) the SKBL Board Recommendation is withheld, withdrawn, modified or qualified in a manner adverse to Cove Kaz and/or KRLLC, (ii) a Change in Recommendation occurs, or (iii) the SKBL Shareholder Matters are not approved at the Special Meeting; and |
| (g) | by written notice by Cove Kaz to SKBL, if the Reemag Disposition has not occurred prior to the earlier of (i) the Closing and (ii) November 26, 2026. |
The foregoing description of the Transaction Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which is filed as Exhibit 2.1 hereto.
Related Agreements
Support Agreement
Concurrently with the execution of the Transaction Agreement, certain shareholders of SKBL have executed and delivered to Cove Kaz, support agreements, pursuant to which, among other things, (i) such shareholders have agreed to vote to approve the Transaction Agreement and in favor of the transactions contemplated thereby, including the SKBL Merger and (ii) certain of such shareholders have agreed to certain limitations on the transfer of their respective shares of SKBL Securities.
The foregoing description of the Support Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, copies of which are filed as Exhibit 10.1 hereto.
Amendment to Executive Employment Agreement
On April 30, 2026, SKBL and Paul Mann (the “Executive”) entered into an amendment to the Executive Employment Agreement between SKBL and the Executive dated November 5, 2025 (the “November EA”). The amendment, which will become effective upon the closing of the transactions contemplated by the Transaction Agreement, provides for the termination of the Executive’s November EA effective as of the closing of the Transaction in exchange for the accelerated vesting of all outstanding unvested equity awards effective as of the closing and the award of 3,000,000 SKBL Class A Ordinary Shares to the Executive.
3
Loan Agreement
On April 22, 2026, SKBL also entered into a loan agreement (the “Loan Agreement”) with Cove Kaz, pursuant to which SKBL provided a loan to Cove Kaz in the sum of $23,100,000 (the “Principal”), which shall be repaid to SKBL with simple interest accrued on the Principal at a rate equal to 10% per annum from the date of this loan until the Principal and all interest accrued thereon is paid (or converted, as provided in the Loan Agreement).
The foregoing description of the Loan Agreements do not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, copies of which are filed as Exhibit 10.2 hereto.
Investor Deck
An investors deck that will be used by SKBL and Cove Kaz in connection with the proposed transactions is being furnished as Exhibit 99.1 hereto.
Important Notice Regarding Forward-Looking Statements
This Current Report on Form 6-K contains certain statements that are not historical facts and are forward-looking statements within the meaning of the federal securities laws with respect to the proposed transactions among SKBL, SKBL Merger Sub, Cove Kaz, and KRLLC, including without limitation statements regarding the anticipated benefits of the proposed transactions, the anticipated timing of the proposed transactions, the implied enterprise value, future financial condition and performance of the combined company after the Closing and expected financial impacts of the proposed transactions, the satisfaction of closing conditions to the proposed transactions, and the products and markets and expected future performance and market opportunities of the combined company. 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. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed transactions may not be completed in a timely manner or at all, which may adversely affect the price of SKBL’s securities; (ii) the failure to satisfy the conditions to the consummation of the proposed transactions, including the approval of the Transaction Agreement by the shareholders of SKBL, the satisfaction of the closing requirements and the receipt of certain governmental, regulatory and third party approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Transaction Agreement; (iv) the failure to meet Nasdaq listing standards in connection with the consummation of the proposed transactions; (v) the anticipated tax treatment of the proposed transactions may not be obtained; (vi) the effect of the announcement or pendency of the proposed transactions on the SKBL’s and Cove Kaz’s business relationships, operating results, and business generally; (vii) risks that the proposed transactions disrupt current plans and operations of SKBL and Cove Kaz; (viii) the outcome of any legal proceedings that may be instituted against SKBL, PubCo, Cove Kaz or KRLLC related to the Transaction Agreement or the proposed transactions; (ix) changes in the markets in which each of SKBL and Cove Kaz competes, including with respect to its competitive landscape, technology evolution, or regulatory changes; (x) changes in domestic and global general economic conditions, including fluctuations in commodity prices; (xi) the risk that PubCo may not be able to execute its growth strategies; (xii) permitting, development, operations and expansion of PubCo’s operations and projects being inconsistent with current expectations and mine plans; (xiii) the accuracy of current mineral reserve, mineral resource and mineralized material estimates; (xiv) the inherent uncertainty associated with financial or other projections; (xv) risks related to supply chain disruptions; (xvi) the risk that PubCo may not be able to develop and maintain effective internal controls; (xvii) costs related to the proposed transactions and the failure to realize anticipated benefits of the proposed transactions or to realize estimated pro forma results and underlying assumptions, including the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on future prospects, business and management strategies, expansion and growth of the combined business after the consummation of the proposed transactions; (xviii) the ability to achieve commercialization and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the ability of PubCo to grow and manage growth economically and hire and retain key employees; (xix) the inability to secure intellectual property rights or to obtain licensing of third-party intellectual property rights for future discovery and development of PubCo’s projects; (xx) the risk that PubCo will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; and (xxi) those factors discussed in SKBL’s and PubCo’s filings with the SEC and that will be contained in the Registration Statement relating to the proposed transactions.
4
The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the Registration Statement on Form S-4 (the “Registration Statement”) and the amendments thereto, and other documents to be filed by SKBL and PubCo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while PubCo and SKBL may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. None of PubCo, Cove Kaz, KRLLC or SKBL gives any assurance that PubCo, Cove Kaz, KRLLC or SKBL will achieve expectations. These forward-looking statements should not be relied upon as representing PubCo’s, SKBL’s, Cove Kaz’s or KRLLC’s assessments as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking statements.
Additional Information and Where to Find It
In connection with the Transaction Agreement and the proposed transactions, PubCo intends to file relevant materials with the SEC, including the Registration Statement, which will include a prospectus for the registration of Pubco securities in connection with the proposed transactions.
THE PARTIES URGE THEIR INVESTORS, SHAREHOLDERS, AND OTHER INTERESTED PERSONS TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT/PROSPECTUS, IN EACH CASE WHEN FILED WITH THE SEC AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT SKBL, SKBL MERGER SUB, COVE KAZ, KRLLC, PUBCO, AND THE PROPOSED TRANSACTIONS. Shareholders of SKBL and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents in connection with the proposed transactions, because they will contain important information about SKBL, SKBL Merger Sub, Cove Kaz, KRLLC and the proposed transactions. Shareholders and other interested persons will also be able to obtain copies of the registration statement/prospectus and other relevant materials in connection with the proposed transactions, without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to: Skyline Builders Group Holding Limited, Office A, 15/F, Tower A, Capital Tower, No. 38 Wai Yip Street, Kowloon Bay, Hong Kong, telephone: +852-2811-9688 or to Cove Kaz Capital Group LLC at info@kazresources.com. The information contained on, or that may be accessed through, the websites referenced in this Form 6-K in each case is not incorporated by reference into, and is not a part of, this Form 6-K.
No Offer or Solicitation
This Current Report on Form 6-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions 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.
5
EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 | Transaction Agreement dated April 30, 2026 | |
| 10.1 | Support Agreements dated April 30, 2026 | |
| 10.2 | Kaz Loan Agreement dated April 22, 2026 | |
| 99.1 | Investor Deck dated April 2026 |
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Skyline Builders Group Holding Limited | ||
| Date: April 30, 2026 | By: | /s/ Paul Mann |
| Name: | Paul Mann | |
| Title: | Executive Chairman | |
7
Exhibit 99.1
KAZ RESOURCES GROUP Investor Deck April 2026
Important Note and Disclaimer KAZ Resources Group is the combination Cove Kaz Capital Group LLC and Kaz Resources LLC – Cove Capital portfolio companies – formed to develop critical mineral opportunities in Kazakhstan – hereinafter called KAZ Resources Group. 2 • This presentation has been prepared for informational purposes only by KAZ Resources Group (the “Company”). It does not constitute an offer to sell, nor a solicitation of an offer to purchase, any securities, interests, or assets of the Companies or any of their affiliates. Nothing in this document should be regarded as investment, legal, tax, accounting, or other professional advice. • The information contained herein is based on sources, data, and assumptions believed to be reliable at the time of preparation; however, no representation or warranty, express or implied, is made as to its accuracy, completeness, or reliability. All information, estimates, projections, and forward - looking statements presented in this document are preliminary and are subject to change, amendment, or withdrawal at any time without notice. The Company undertakes no obligation to update or revise any part of this material, whether due to new information, future developments, or any other reason, and no reliance should be placed on the continued accuracy of the content. • This presentation may include forward - looking statements that reflect current expectations and assumptions. Such statements involve risks and uncertainties that are inherently difficult to predict. Actual results and outcomes may differ materially from those expressed or implied. No liability is accepted by the Company or any of its officers, employees, or affiliates for any loss or damage arising from the use of, or reliance on, the information contained herein. • Recipients of this presentation are encouraged to conduct their own independent analysis and consult with their professional advisers before making any decisions related to the matters discussed in this document.
Executive Summary Problem Critical minerals are essential for modern technology including electronics, advanced manufacturing, energy, and defense. The U.S. ceased primary production of tungsten in 2015 and is dependent on tungsten imports. China controls over 80% of the global supply and has imposed export bans on the U.S., posing risks to national security and economic stability. ~$80 B Total resource in the ground funding up to $1.6B EXIM Bank and DFC LOIs Our Mission KAZ Resources Group aims to be a global leader in the mining and processing of critical minerals, including Tungsten, essential for defense and modern technologies, ensuring sustainable practices and community development. Our Vision Pioneer the next generation of responsible mining, contributing to the global supply of critical minerals while supporting economic growth and environmental stewardship. Solution KAZ Resources Group is addressing urgent U.S. national security and commercial requirements while capitalizing on Kazakhstan's mining advantages and stable investment environment. KAZ Resources Group, with strong support from US Government, directly supports efforts to reduce Chinese supply chain dominance. 2026 – Project optimization | 2027 – DFS | 2028 – Break Ground 3
50 elements are deemed critically essential for U.S. national security by the government. Tungsten is the top priority. over 80% China controls of global tungsten production and processing China dominates global critical mineral supply chains, controlling extraction and processing of tungsten, rare earth elements, lithium, and more . The U . S . depends heavily on these imports for defense systems, electronics, and clean energy technologies . During 2024 - 2025 China enacted export bans on rare earth elements, tungsten, and other critical minerals. Kazakhstan’s tungsten infrastructure, established during the Soviet era, has been overlooked until recently. THE PROBLEM U.S. Dependence & the Path to Security 4
Tungsten has the greatest economic importance of all critical minerals. THE SOLUTION KAZ Resources Group to Mine Tungsten in Kazakhstan KAZ Resources Group is at the forefront with strong support from both US and Kazakh Governments to develop tungsten, REE and other critical mineral projects in Central and East Kazakhstan. Kazakhstan possesses major critical mineral assets – especially tungsten – has a well - established mining industry, and is strengthening its engagement with the U.S. Project Capacity 138% Current off - take demand as Planned Production 15% Current global supply Project Represents ~20% Global tungsten resources KAZ Res. Group Acquired 70% of Severniy Katpar through a advised by U.S. government (including China) KAZ Tungsten JV 5
As the world is stockpiling key defense metals and for advanced manufacturing, tungsten's unique properties ensure it will remain an indispensable material for modern technology and industry. OVERVIEW What is Tungsten? Tungsten is a rare, dense metal. It has the highest melting point of all metals and exceptional strength at high temperatures, making it extraordinarily useful for industrial applications. The metal is considered a critical mineral by many countries because there are limited global supplies outside China, which produces about 80% of the world's tungsten. The U.S. has had no tungsten production since 2015. This supply concentration, combined with increasing demand from defense, technology, and advanced manufacturing sectors, makes tungsten strategically important for economic and national security . 1 2 3 6
BENEFITS 7 Why Tungsten Matters: From Defense to Advanced Technology From defense applications, military systems, aerospace, nuclear, semiconductors, cutting tools and industrial machinery, tungsten's remarkable journey spans our world — a single metal connecting manufacturing, technology, defense, and our economic future.
THE MARKET Global Tungsten Market Global Tungsten Supply China, Russia, North Korea 87% estimated Tungsten JV cash cost of production Anticipated cash costs of <$100 per MTU will make KAZ Resources Group one of the lowest cost Tungsten producers globally. Others 13% Tungsten (APT) Price ($/metric tonne unit, in warehouse, Rotterdam) $2k MTU 8 Source: Asian Metal
OFF - TAKE Demand & Discussions Fortune 100 Offtake discussions underway with the U.S. government and leading defense, nuclear, aerospace, and industrial groups, including multiple Fortune 100 companies. Indicated demand already exceeds nameplate capacity, with interest covering approximately 138% of planned maximum production of 12,000 MTU per year. 138% Production Demand is being driven by strategic, long - term needs across defense, aerospace, nuclear energy, and advanced manufacturing – not short - cycle commodity buyers. Long Term Needs Prospective offtake partners have expressed willingness to provide strategic support alongside commercial agreements , underscoring the critical nature of supply security. Strategic Support 9
COMPLETED MILESTONES What We Have Accomplished • Initial discussions with Tau - Ken Samruk (TKS), the National Mining Company, about tungsten and other assets • Signed Akbulak Rare Earth Element JV with TKS • Conducted geophysics and prepared drilling program H1 2024 H2 2024 • Shortlisted for Tungsten Privatization • Invited to submit initial non - binding offer • Initial due diligence – NBO submitted October 20 • Drilled more than 8 , 000 meters on historical drill sites H1 2025 H2 2025 • Approved for Strategic Transactions Advocacy by Dept . of Commerce • Commerce Secretary Lutnick wrote letter of support to KZ President Tokayev • Assembled worldclass technical due diligence team • Initial site visit – no fatal flaws identified • Obtained lithium tailings extraction license • Received LOIs from EXIM and DFC • Submitted formal term sheet to TKS • Technical, financial, and legal due diligence • Signed Binding Term Sheet to acquire 70% of Severniy Katpar from TKS • Active engagement with and support from U.S. Government 10
2026 2027 2028 2029 • JV Signing • Engage Lead Bank • DFC Initial Funding • Strategic Partners • Project Enhancements • NK - DFS Award • Conditional Offtake Agreements • Private Sector Finance • Launch of DFS • Conditional EXIM/DFC Financing • Breaking Ground • Definitive Offtake Agreements • Financing Approval Start Mine Commissioning FUTURE MILESTONES What Lies Ahead – 2026 - 2029 Tungsten 11 Other Critical Minerals • Lithium Tailings – Pilot Plant Operation • Rare Earth Elements – Akbulak JV Drill Campaign • Other – Exploration • Lithium – Commercial Plant Construction • REE – Project Decision • Other – Exploration • Lithium – Full - Year Operation • REE – If Project Proceeds – Feasibility Study 2026 - 2028 Advanced Exploration: Drilling Programs, Scoping Studies and Multiple Project Evaluation
JV Signing Signing Definitive Agreements with Tau - Ken Samruk Engage Lead Financial Advisor – Lead negotiations with U.S. Government Agencies, Commercial Banks, Equity ACTION PLAN What Lies Ahead – H1 2026 Q1 2026 Q2 2026 DFC Initial Funding – Project Development support Strategic Partners – Continued discussions with U.S. Government and commercial offtake partners including US companies in electronics, hypersonics, defense, and electronics NK Project Optimization – Optimized Mine Plan, Optimized Metallurgical Processing NK Projects DFS Award – Selection of lead engineer for Definitive Feasibility Study under JORC/NI 43 - 101/S - K 1300 standards 1 2 3 1 2 3 4 12
EARLY CASHFLOW Tailings Reprocessing – Lithium KAZ Resources holds licenses covering three Tailings Storage Facilities (TSF) tied to the historic Belogorsk Mines in East Kazakhstan. The 2026 work program will confirm historic resource estimates and establish pilot plant. We expect a potential cash flow before in late 2027/early 2028. Ore Deposits Mines operated for 35+ years. Main open pit mined 175,000 tpa (tonnes per annum) of ore. Recovered Minerals Tin, tantalum, and niobium recovered at Ulba Metallurgical Plant in Ust - Kamenogorsk. Tailings Deposits Lithium, beryllium, cesium, and rubidium were deposited in tailings. ~5M T Records Historic records indicated ~5 million tonnes 0.37% lithium oxide (Li 2 O). $25M EBITDA Based on historic data, lithium tailings project could generate annual EBITDA of $25 million. 13
PROJECTS KAZ Resources Projects in Kazakhstan Commodity Focus Asset / Project Tungsten (W) Northern Katpar LLP (Northern Katpar & Upper Kairakty Deposits) Rare Earth Elements (REE) Akbulak Lithium (Li), Niobium (Nb), Tailings Project Lithium (Li), Tantalum (Ta), Titanium (Ti), Beryllium (Be), Tin (Sn), Rubidium (Rb), Cesium (Cs), Niobium (Nb) 14 Historical Exploration Licenses 14
STRONG SUPPORT Exceptional U.S. Government Support In March 2025, our Group was approved for advocacy under the Department of Commerce’s new Strategic Transactions Advocacy Trial (STAT) Program . On November 6, 2025, the U.S. and Kazakhstan signed a memorandum of understanding on cooperation in critical minerals that specifically mentioned our Tungsten JV. The MOU was the result of strong engagement by President Trump, Secretary Lutnick, and Secretary Rubio in support of the Tungsten JV. Department of Commerce, the International Trade Administration, the U.S. Development Finance Corporation, the Export - Import Bank of the U.S., and the Department of War are actively engaged with the Group. In August, we received LOIs from EXIM Bank for up to $900 million debt support and from DFC for Project Development support, construction finance, and political risk insurance. White House Department of State 15 Department of Commerce National Security Agency United States Congress Export – Import Bank of the United States U.S. Development Finance Corporation
PARTNERSHIPS Pres. Trump and Pres. Tokayev U.S. – Kazakhstan Presidential Summit Critical Minerals MOU Critical Minerals MOU Signed by Yerzain Nagaspayev, Minister of Industry and Construction of the Republic of Kazakhstan, and Howard Lutnick, U.S. Secretary of Commerce, in the presence of President Kassym - Jomart Tokayev. Tungsten JV Binding Term Sheet Signed by Pini Althaus (KAZ Resources Group), Nariman Absametov (Tau - Ken Samruk – KZ National Mining Company) in the presence of Howard Lutnick, U.S. Secretary of Commerce, and Rauan Tleulin, General Counsel of NY Kazakh Consulate. Tungsten JV “My political will to seize these unique opportunities is firm, irreversible, and under my personal attention” President Tokayev 16
EXPERTISE Our Team Pini Althaus Executive Chairman • CEO of USA Rare Earth (USARE): Invested at a market cap of US $7M and took the company to a valuation of US$1B. • Company developed first mine - to - magnet US supply chain. • Founding Partner at Cove Capital, an AFSL licensed Investment Bank. • Partnered with both Democratic and Republican administrations on critical minerals. • A leading global voice on critical minerals. Chris Zahovskis Senior Technical Advisor Dominic Heaton Chief Executive Officer Douglas Newby Chief Financial Officer • Secured over $500 million in project financing for critical mineral ventures across North America. • Advised on strategic M&A deals, enhancing portfolio value for institutional investors. • Advised on strategic mergers and acquisitions, enhancing portfolio value for institutional investors. • Led Masan Resources’s Nui Phao Project in Vietnam from greenfields to development to become one of the world’s largest tungsten producers, increasing annual output by 45%. • Optimized operational efficiency at Sepon, enhancing copper - gold recovery rates. • Under his leadership, Masan Resources became one of the world's largest tungsten producers. • Drove the development of the Sisson tungsten project, securing key regulatory approvals and financing. • Enhanced operational performance at Goro Nickel, boosting production by 30%. • Led Northcliff through the final stages of resource definition and feasibility studies for the Sisson Project . 17
SUMMARY 80% Chinese Supply Control Key Highlights Tungsten is a Critical Mineral That is Essential for Defense and Industrial Applications 15% KAZ Planned Production PROBLEM SOLUTION READY KAZ Resources Group China currently controls more than 80% of the global supply chain and instituted an export ban on tungsten to the U.S. in 2025. The U.S. has had no domestic tungsten production since 2015 and is in turn 100% reliant on Chinese supply. KAZ Resources Group is acquiring control of the largest tungsten project outside China, potentially supplying 15% of global consumption. With no current U.S. tungsten stockpile, the government demand is 138% of KAZ’s full capacity, in addition, we are in off - take discussions with government agencies and major defense and aerospace contractors. With unique and exceptional government support in both the U.S. and Kazakhstan, KAZ Resources Group is strongly positioned to create a resilient supply chain to meet U.S. government and commercial needs that is completely independent of China. 18
pini@kazresources.com 19
Appendix
KAZAKHSTAN Rich Resources | Strategic Partnerships 21
KAZAKHSTAN Country Overview Europe Kazakhstan China 19.2 million Population $225.3 billion GDP $11,476.6 GDP per capita Oil and gas, manufacturing, agriculture, energy Major Industries / Economic Sectors Russia, China, Germany, USA, Belarus Top 5 Import Countries Russia, China, Italy, Ukraine, Germany Top 5 Export Countries 22
C5+1 Collaboration Agreement between the U.S. and the five Central Asian countries to… ▪ Increase Central Asia’s involvement in global critical minerals supply chains ▪ Strengthen economic cooperation ▪ Advance the clean energy transition while protecting Central Asia’s unique ecosystems Geological Collaboration Agreement between the U.S. Geological Survey and the Geology Committee of Kazakhstan to… ▪ Enhance geological expertise by focusing on advanced survey technology, geological databases, and modern mapping ▪ Boost Kazakhstan's technical capacity, diversify its economy, and attract foreign investment U.S. – KAZAKHSTAN COLLABORATION KAZ Resources Exemplifies Strategic Partnership in Critical Minerals 23
Oval Office November 6, 2025 2023 Presidential Summit Continuing partnerships through Administrations strengthens our value proposition. 2025 Presidential Summit Emphasized regional stability and global integration. Focus Areas Security, economic development, energy, critical minerals, and more. C5+1 Critical Minerals Dialogue (CMD) Launched on September 19, 2023, during the C5+1 Presidential Summit in New York. C5+1 INITIATIVE U.S. – Kazakhstan Partnerships 24
In the presence of President Kassym - Jomart Tokayev, a Memorandum of Understanding was signed between the Republic of Kazakhstan and the United States of America on cooperation in the field of critical minerals. The document was signed by Yerzain Nagaspayev, Minister of Industry and Construction of the Republic of Kazakhstan, and Howard Lutnick, U.S. Secretary of Commerce. November 6, 2025 C5+1 INITIATIVE 25 U.S. – Kazakhstan Partnerships
C5+1 Presidents White House November 6, 2025 Uzbekistan 2 9 6 USA Kyrgyzstan Turkmenistan Kazakhstan Tajikistan C5+1 INITIATIVE U.S. – Kazakhstan Partnerships
https://www.trade.gov/press - release/commerce - celebrates - 25 - billion - c51 - dea l - zon e | https://trade.gov/sites/default/files/2025 - 11/C5_1_Commercial_Deal_Zone_Announcements_0.pdf Cove Capital’s partnership with the government of Kazakhstan for the privatization of tungsten mining company Severniy Katpar represents a once - in - a - generation agreement to develop the largest known untapped global tungsten resource in the world — demonstrating the new “art of the possible” for critical minerals cooperation and U.S. - Kazakhstan relations. The immediate transaction is valued at over $1.9 billion related to mineral deposits valued at over $80 billion. My political will to seize these unique opportunities is firm, irreversible , and under my personal attention. President Kassym - Jomart Tokayev at the C5+1 Summit with President Donald J. Trump, Nov 6, 2025 C5+1 INITIATIVE 27 U.S. – Kazakhstan Partnerships
Regional Integration Alignment with U.S. clean energy and supply chain goals. Economic Growth Creation of jobs, infrastructure development, and trade expansion. Government Backing Regulatory stability through intergovernmental collaboration. Geopolitical Leverage Enhances U.S. influence in Kazakhstan’s resource sectors. Investor Confidence Positions Kazakhstan as a stable and reliable partner. Sustainability Focus Supports energy security and climate goals. Geopolitical Leverage Regional Integration Economic Growth Government Backing Investor Confidence Sustainability Focus Benefits Strategic Advantages C5+1 INITIATIVE 28 Benefits & Strategic Advantages
Q3 2023 29 C5+1 Leaders’ Joint Statement Officia l Statement Joint Statement on Kazakhstan - U.S. Enhanced Strategic Partnership Dialogue. U.S. Department of State Officia l Statement Q4 2023 C5+1 Leaders’ Joint Statement Q4 Officia l Statement 2025 Q2 2024 Q1 2024 Inaugural C5+1 CMD among the United States, Kazakhstan, the Kyrgyz Republic, Tajikistan, Turkmenistan, and Uzbekistan Officia l Statement Joint Statement on the Visit of the U.S. Trade Representative to Kazakhstan Officia l Statement U.S. Department of State Statement: “A New Era in U.S. - Kazakhstan Relations” Officia l Statement C5+1 INITIATIVE Recent Highlights & Developments
Memorandum on critical minerals signed on November 6, 2025, with official U.S. Government source: U.S. Department of State – Office of the Spokesperson “A Ne w Er a i n U.S . – Kazakhsta n Relations ” (publishe d 12/7/2025) SUCCESS Wins For U.S. Businesses and Workers President Trump and President Tokayev celebrated deals with U.S. companies worth billions of dollars, which will support the creation of thousands of U.S. jobs. It is a new era of bilateral relations 33