Cove Kaz Capital Group LLC (“Cove Kaz” or “the Company”), a U.S.-based company engaged in the development of tungsten and other critical mineral resources in Kazakhstan, today announced that it and Skyline Builders Group Holding Limited (Nasdaq: KAZR) (“Skyline”) have mutually agreed to terminate their previously announced business combination agreement, originally announced on April 30, 2026, under which Skyline and Cove Kaz had proposed to combine. Under the terms of the termination agreement, Skyline has agreed to change its ticker symbol and release the “KAZR” symbol within fifteen days.

The Company has also secured a new capital commitment from American Ventures, LLC of $32.0 million for four million shares, at $8.00 per share, implying an equity value for the Company of $1.97 billion and representing approximately 1.62% of the Company’s shares outstanding post-transaction. The closing of this equity funding commitment is subject to customary closing conditions, and there can be no assurance that it will be completed on the anticipated terms or at all. Following this round of funding, approximately 70% of the Company’s shares will be held by the Company’s existing members and Kaz Resources, LLC, and approximately 26% will be held by Skyline.

Commenting on these developments, Executive Chairman of Cove Kaz Pini Althaus said: “We appreciate the collaborative work with the Skyline team throughout this process. We believe terminating the business combination agreement was in the best interests of both companies. The new capital commitment represents a 76% uplift in our valuation compared with the prior agreement with Skyline, demonstrating investor recognition of the progress we are making towards developing this generational tungsten project in Kazakhstan and the structural need for new primary tungsten production to the global economy. The additional capital will fund engineering and construction-related work to shorten our time to production.”

Mr. Althaus continued, “Increasing demand from defense, technology, and advanced manufacturing, coupled with Chinese export controls and constrained Ex-China supply, drove benchmark tungsten (APT) prices to record highs earlier this year. According to AsiaMetals, the APT price in warehouse in Rotterdam remains around $280,000 per metric tonne, compared with $33,500/t in 2024 and $50,000/mt in 2025.”

“The tungsten market commands the development of Northern Katpar and Upper Kairakty, a tier-one generational tungsten project with an anticipated mine life exceeding fifty years. In the last decade, the United States has no domestic tungsten mine production and new Pentagon procurement restrictions on Chinese-origin tungsten take effect in January 2027,” Mr. Althaus noted.

The Company also plans to convert to a Delaware corporation, combine with certain other Cove Capital LLC-affiliate assets in Kazakhstan subject to Kazakhstan government and other regulatory approvals, and change its name to Kaz Resources, Inc.

No Offer or Solicitation

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, 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. The securities to be issued in connection with the equity funding described in this press release have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

About Cove Kaz Capital Group LLC

Cove Kaz Capital Group LLC is a U.S.-based critical minerals development company focused on advancing strategic critical minerals resource projects in Kazakhstan. On April 29, 2026, the company 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 will be developing the Northern Katpar and Upper Kairakty tungsten deposits, among the largest undeveloped tungsten resources globally. Project development is guided by Kazakhstan’s regulatory framework and international standards for environmental protection, health and safety, and responsible mining practices. 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.

The project is also expected to contribute to Kazakhstan’s economic development through infrastructure upgrades, job creation, development of local expertise, technology transfer, tax revenues, and broader integration of Kazakhstan into global critical minerals value chains. For more information, please visit: https://www.kazresources.com.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the U.S. federal securities laws. 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 include, but are not limited to: the anticipated timing of Skyline’s release of the “KAZR” ticker symbol; the anticipated completion, timing, and amount of the equity funding commitment described above and its anticipated use of proceeds; the resulting implied valuation and post-transaction share count; the proposed conversion to a Delaware corporation and combination with certain Cove Capital LLC assets and related regulatory approvals; anticipated demand for tungsten and related pricing trends; the anticipated mine life, development timeline, and production plans for the Northern Katpar and Upper Kairakty projects; anticipated regulatory, defense-procurement, and index-eligibility developments; and the anticipated economic impact of the project in Kazakhstan. These statements are based on current expectations and assumptions that are subject to risks and uncertainties, many of which are beyond the Company’s control, and actual results may differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others: that the equity funding commitment described in this release is subject to the satisfaction of customary closing conditions and may not be completed on the anticipated terms or at all; that tungsten prices and demand may fluctuate or decline; that development, feasibility, permitting, and production timelines for the Northern Katpar and Upper Kairakty projects may be delayed or not achieved; and that anticipated regulatory approvals, defense-procurement developments, or index eligibility may not occur as anticipated or at all. Any forward-looking statement speaks only as of the date on which it is made, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

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