Skyline Builders Group Holding Limited (Nasdaq ticker: KAZR) and Cove Kaz Capital Group LLC (“Cove Kaz”) have agreed to mutually terminate the business merger agreement previously announced, which was initially disclosed on April 30, 2026. Skyline has also agreed to change its stock ticker and will release the “KAZR” ticker within 15 days.

Cove Kaz indicates that there are plans to list its Class A common shares on major U.S. stock exchanges through a direct listing in the first half of 2027.

Skyline, Cove Kaz, and Kaz Resources LLC (as well as Kaz Resources) have agreed that prior to the listing of Cove Kaz, Skyline will acquire a total of 63,994,955 shares of Cove Kaz A class common stock through a series of private transactions. This includes: (i) the shares of Cove Kaz held by Kaz Resources will be allocated to Skyline in exchange for the cancellation of Skyline's 100% equity in Kaz Resources; and (ii) Cove Kaz will issue shares in exchange for the cancellation of the full amount due under the outstanding convertible loan provided by Skyline to Cove Kaz. The management of Skyline believes that this will likely enable the shareholders of Skyline to realize their value in Cove Kaz more quickly than the previously announced business merger.

Cove Kaz also announced that it has secured a new capital commitment of $32 million, corresponding to 4 million shares at a price of $8.00 per share, which means the equity value of Cove Kaz is approximately $1.97 billion. With the completion of this equity financing commitment, the value of the 26% stake in Cove Kaz held by Skyline will exceed $500 million. Skyline plans to distribute this value in the most tax-efficient manner for shareholders. Calculated on a fully diluted basis after conversion, there are approximately 147 million shares of Skyline in circulation, which means the investment value of Skyline in Cove Kaz is about $3.40 per share.

According to Cove Kaz, this new capital commitment represents a 76% increase over the valuation provided by Skyline for Cove Kaz earlier on. It indicates that investors recognize the progress made by Cove Kaz in developing a tungsten project of generational significance in Kazakhstan, as well as the structural demand from the global economy for additional primary tungsten production capacity.

After realizing its Cove Kaz investment value, Skyline is expected to acquire another entity in the key minerals sector and is currently in discussions with multiple potential targets. These two proposed transactions mean that shareholders of Skyline can now benefit by holding shares in Cove Kaz, while continuing to hold shares in Skyline, and ultimately owning one or more additional key mining businesses.

Skyline Builders Group Holding Limited Executive Chairman Paul Mann stated: "We strongly support the listing strategy proposed by Cove Kaz. The assets owned by Cove Kaz are of great value and are crucial to many American customers, who currently rely on foreign imports from countries that may not necessarily share the same stance as the United States. We look forward to the successful listing of Cove Kaz and its shareholders, including Skyline."

About Skyline Builders Group Holding Limited

Skyline Builders Group Holding Limited (Nasdaq ticker: KAZR) is an exempted limited liability company registered in the Cayman Islands, with its main assets concentrated in the Asian construction industry.

In the third quarter of 2025, a group of American investors led by American Ventures acquired control of the company through a large-scale cash injection. Their goal was to divest the company's traditional Asian construction business and acquire assets in key material supply chains.

Skyline aims to become a highly strategic supplier of critical minerals and nuclear fuel, with a focus on ensuring the supply security of American customers. In November 2025, the company subscribed for approximately 20% of the membership interests of Kaz Resources LLC; Kaz Resources is a company involved in the supply chain of critical materials.

Forward-looking Statements

This press release contains forward-looking statements that are subject to a variety of risks and uncertainties. These forward-looking statements include statements accompanied by words such as “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “projects,” “estimates,” “aims to,” “believes,” “hopes,” “potential,” and similar expressions. Except as required by law, the company has no obligation to update forward-looking statements to reflect subsequent events or circumstances or changes in expectations. Although the company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot guarantee that these expectations will ultimately prove to be correct (for example, when or whether new equity financing or a direct listing will be completed, as these matters are not within the control of Skyline). The company reminds investors that actual results may differ significantly from expected results and advises investors to refer to the company’s registration statements and other documents filed with the U.S. Securities and Exchange Commission for other factors that may affect future results.

Does not constitute an offer or solicitation

This press release is not a proxy statement, nor does it constitute an offer, consent, or authorization to solicit business in respect of any securities; nor does it constitute an offer to sell or a solicitation to purchase any securities, nor does it constitute an offer or solicitation for voting or approval. In any state or jurisdiction where such offers, solicitations, or sales are illegal before the completion of the registration or qualification requirements stipulated by securities laws, no securities sales shall be conducted in that state or jurisdiction. No securities offer may be made unless through a prospectus that complies with the requirements of the revised Securities Act of 1933, or in accordance with an exemption under that act.

For more information, please contact: Skyline Builders Group Holding Limited Investor Relations Department, email: investors @ skylinebuildersgroupholding.com