SKRR Exploration Inc. Announces Letter of Intent for Proposed Reverse Takeover Transaction with Kenz Global Resources Ltd. /NOT FOR DISTRIBUTION TO UNITED STATES
SKRR Exploration Inc. Announces Letter of
Intent for Proposed Reverse Takeover
Transaction with Kenz Global Resources Ltd.
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE
UNITED
STATES/
VANCOUVER, BC
,
Aug. 1, 2025
/CNW/ - SKRR Exploration Inc. (TSXV: SKRR) (FSE:
B04Q) ("
SKRR
" or the "
Company
") is pleased to announce that it has entered into a non-binding
letter of intent ("
LOI
") dated July
31, 2025 with Kenz Global Resources Ltd. ("
KENZ
") in respect of a
proposed business combination (the "
Proposed
Transaction
"), whereby SKRR proposes to acquire
all of the issued and outstanding securities of KENZ in exchange for the issuance of securities of the
Company, which will result in KENZ becoming a wholly-owned subsidiary of the Company. It is
anticipated that the Proposed Transaction will constitute a "Reverse Takeover" of the Company in
accordance with Policy 5.2
–
Changes of Business and Reverse Takeovers
of the TSX Venture
Exchange (the "
Exchange
") where the existing shareholders of KENZ will own a majority of the
outstanding common shares of the Company and the Company is expected be renamed to such
name as the Company and KENZ may determine (the "
Resulting Issuer
"). Upon completion of the
Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2
- Mining
Issuer on the Exchange. All currency references herein are in Canadian currency unless otherwise
specified.
About KENZ
KENZ is a private company, incorporated under the
Business Corporations Act
(
British Columbia
) on
April
16, 2019 and is based in
Vancouver, British Columbia
. KENZ, through its Saudi Arabian
subsidiaries, owns and operates several exploration blocks located in
Saudi Arabia
, including a 63%
interest (a "
Majority Interest
") in its material property, the AM ARTI mineral exploration and
development project in
Saudi Arabia
(the "
AM ARTI Project
"). KENZ holds its Majority Interest in the
AM ARTI Project, and all assets related to the operation and administration thereof, through its
Saudi Arabian incorporated subsidiary, Kenz Global Resources Limited, registration number:
1010863037 ("
Kenz Saudi Arabia
").
KENZ is authorized to issue an unlimited number of common shares and an unlimited number of
preferred shares of which 33,740,702 common shares are currently issued an outstanding. It is
anticipated that prior to closing the Proposed Transaction, KENZ will complete a consolidation (the
"
Consolidation
") on a ratio to be determined in consultation with KENZ's legal and financial advisors
and SKRR.
The Am Arti gold Project covers a 99 km² license and is strategically located in the Afif Terrane along
the Nabitah Suture Zone of the Arabian–Nubian Shield. The project benefits from excellent regional
infrastructure and alignment with
Saudi Arabia's
Vision 2030 mining initiatives.
Terms of the Proposed Transaction
Pursuant to the terms and conditions of the LOI, the Company and KENZ will negotiate and enter
into a definitive agreement (the
"Definitive Agreement"
) incorporating the principal terms of the
Proposed Transaction as described in the LOI and this news release. There is no assurance that a
Definitive Agreement will be successfully negotiated or entered into. The LOI is expected to be
superseded by the Definitive Agreement to be negotiated between the parties. The Proposed
Transaction will be structured as a share exchange, plan of arrangement, amalgamation or other
form of business combination based on the advice of the parties' respective advisors and taking into
account various securities, tax, operating and other considerations.
Upon the satisfaction or waiver of the conditions set out in Definitive Agreement, the following,
among other things, will be completed in connection with the Proposed Transaction:
a) SKRR will acquire all of the issued and KENZ Shares from the shareholders of KENZ in
consideration for the issuance of common shares of SKRR ("
Resulting Issuer Shares
") on
a pro rata basis to their shareholdings in KENZ on an exchange ratio such that upon closing
of the Proposed Transaction, subject to the approval of the Exchange, the shareholders of
SKRR will hold 25% of the issued and outstanding Resulting Issuer Shares and former
shareholders of KENZ will hold 75% of the issued and outstanding Resulting Issuer Shares,
on a fully-diluted basis;
b) the board of directors of the Resulting Issuer will be comprised of six (6) directors,
consisting of four (4) nominees from KENZ, one nominee from Haywood Securities Inc.,
Kenz's financial advisor and one nominee from SKRR. The management and board of
directors will be announced in further news releases; and
c) SKRR will change its name to "Saudi Minerals Corporation", or such other name as
determined by KENZ in its sole discretion, in compliance with applicable laws and as may be
acceptable to the Exchange.
If, and when, a Definitive Agreement is executed in connection with the Proposed Transaction,
SKRR will issue a more comprehensive news release in accordance with Policy 5.2 of the Exchange
disclosing further details of the Proposed Transaction, including, among other things, financial
information respecting KENZ, capitalization, shareholder approval (if required), and details of
insiders and proposed directors and officers of the Resulting Issuer.
Pursuant to the LOI, KENZ granted SKRR exclusivity commencing upon the date of the LOI up until
the earlier of (i)
90 days from such date of execution of the LOI and (ii)
execution of the Definitive
Agreement (the "
Exclusivity Period
"). During the Exclusivity Period, KENZ will not, directly or
indirectly, through any officer, director, agent, affiliate, employee, advisor or otherwise: (i) solicit or
initiate the submission of any proposal (other than the transactions contemplated in the LOI) or offer
from any person, group or entity relating to any acquisition of KENZ and/or the AM ARTI Project, or
other similar transaction or business combination involving the business of KENZ and/or the AM ARTI
Project, or (ii) participate in any negotiations or discussions regarding or furnish to any other person,
group or entity any information with respect to, or otherwise cooperate in any way with or facilitate,
any effort or attempt by any other person, group or entity to do or seek such acquisition or other
transaction (any of the foregoing, a "
Proposal
"). Notwithstanding the foregoing, this provision does
not prohibit or restrict KENZ and/or its representatives from taking any action, response or
corporate step where such action, response or corporate step is taken (i) in response to a Proposal
initiated, or submitted to KENZ, by an unsolicited person, and (ii) by KENZ's directors in connection
with the fulfilment of their fiduciary duties after consultation with KENZ's legal advisors. The parties
have the option, if mutually agreed, to extend the expiration of the Exclusivity Period upon notice in
writing of same, to the earlier of
December 31, 2025
or execution of the Definitive Agreement.
Bridge Loan
In connection with the Execution of the LOI, SKRR has agreed to advance a bridge loan (the
"
Bridge Loan
") comprised of (i) an initial advance in the amount of
$25,000
to be advanced
immediately; and (ii), subject to receipt of TSXV approval, upon request up to an additional
$375,000
, which funds KENZ will use to fund operations until the closing of the Proposed
Transaction including costs associated with "road shows" and marketing, exploration, audit and
accounting fees including preparation of audited financial statements, legal fees, preparation of a
National Instrument 43-101 report on the AM ARTI Project, and other costs related to the Proposed
Transaction. The Bridge Loan will be evidenced pursuant to a secured promissory note, secured by
a general security agreement, and payable on demand upon termination of the Transaction.
Conditions of the Proposed Transaction
Completion of the Proposed Transaction is subject to the satisfaction of the following closing
conditions, including, but not limited to: negotiation and execution of the Definitive Agreement and
accompanying transaction documents, including, but not limited to, all necessary documents relating
to the Loan; the satisfactory completion of due diligence by each of SKRR and KENZ; delivery of a
technical report on the AM ARTI Project, compliant with National Instrument 43-101 and in a form
acceptable to the Exchange; the delivery of audited, unaudited and pro forma financial statements of
each party that are compliant with Exchange policies; if required by the Exchange, KENZ delivering a
title opinion for each of its material international properties in form and content satisfactory to the
Exchange and SKRR; receipt of all required approvals and consents relating to the Proposed
Transaction, including without limitation, the approvals from the board of directors of both SKRR and
KENZ, any required approvals of the shareholders of SKRR and KENZ, required approval of the
Exchange, necessary third party approvals, governmental approvals and other approvals under
applicable corporate or securities laws; if required by the Exchange, delivery of a sponsor report
and an independent valuation satisfactory to the Exchange; the Consolidation and the name change
contemplated in connection with the Proposed Transaction shall have been implemented; the closing
of the Proposed Transaction on or prior to
December 31, 2025
; preparation and filing of a filing
statement outlining the definitive terms of the Proposed Transaction and describing the business to
be conducted by the Resulting Issuer following completion of the Proposed Transaction; if the
Exchange deems any property of KENZ, other than the AM ARTI Project, to be a material property
of KENZ, KENZ shall either deliver a technical report prepared in accordance with NI 43-101 for
such property, or divest any interest or ownership it holds in such property; and the Exchange's
approval for listing the shares of the Resulting Issuer.
Sponsorship of Transaction
Sponsorship of the Proposed Transaction may be required by the Exchange unless an exemption or
waiver from this requirement is obtained in accordance with the policies of the Exchange. As
sponsor has not yet engaged in connection with the Proposed Transaction. The Company intends to
apply for an exemption from the Exchange's sponsorship requirement. There can be no assurance
that such exemption will ultimately be granted.
Trading Halt
Trading will remain halted pending receipt and review of acceptable documentation pursuant to
Section 2.2 of TSXV Policy 5.2 regarding a reverse takeover transaction.
Additional Information
The Proposed Transaction is an "Arm's Length Transaction" pursuant to the policies of the
Exchange.
The Proposed Transaction is not a "related party transaction" as such term is defined by Multilateral
Instrument 61-101
–
Protection of Minority Security Holders in Special Transactions
and is not
subject to Policy
5.9 of the Exchange.
No finder's fees are expected to be payable in connection with the Proposed Transaction.
The Proposed Transaction will require the approval of the shareholders of KENZ. KENZ intends to
hold a shareholder meeting, or otherwise obtain by written resolution unanimous shareholder consent
of the Proposed Transaction, the details of which will be disclosed once available.
In accordance with the policies of the Exchange, the common shares of SKRR are halted and will
not resume trading until such time as the Exchange determines, which, depending on the policies of
the Exchange, may not occur until completion of the Proposed Transaction.
Additional information concerning the Proposed Transaction, SKRR, KENZ and the Resulting Issuer
will be provided once determined in a subsequent news release and in the Filing Statement to be
filed by SKRR in connection with the Proposed Transaction and which will be available in due course
under SKRR's SEDAR+ profile at
www.sedarplus.ca
.
About SKRR Exploration Inc:
SKRR is a Canadian-based precious and base metal explorer with properties in
Saskatchewan
–
some of the world's highest ranked mining jurisdictions. The primary exploration focus is on the
Trans-Hudson Corridor in
Saskatchewan
in search of world class precious and base metal deposits.
The Trans-Hudson Orogen – although extremely well known in geological terms has been
significantly under-explored in
Saskatchewan
. SKRR is committed to all stakeholders including
shareholders, all its partners and the environment in which it operates.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities described herein in
the United States
. The securities described herein have not been
registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"),
or any state securities law and may not be offered or sold in
the "United States
", as such term is
defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption from such registration
requirements is available.
Cautionary Note
Completion of the Proposed Transaction is subject to a number of conditions, including but not
limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, disinterested
approval. Where applicable, the Proposed Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the Proposed Transaction will be completed
as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Proposed Transaction, any information released or
received with respect to the Proposed Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of SKRR should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction
and has neither approved nor disapproved the contents of this news release.
All information contained in this news release with respect to SKRR and KENZ was supplied by the
parties, respectively, for inclusion herein, and SKRR and its respective directors and officers have
relied on KENZ for any information concerning such party.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies
of the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable securities
laws relating to the proposal to complete the Proposed Transaction and associated transactions,
including statements regarding the terms and conditions of the Proposed Transaction, the execution
of the Definitive Agreement, the proposed business of the Resulting Issuer, the completion of a NI
43-101 technical report on the AM ARTI Project, the name change of the Company, the completion
of the Consolidation, Exchange sponsorship requirements and intended application for exemption
therefrom, shareholder and regulatory approvals and the proposed directors and officers of the
Resulting Issuer. The information about KENZ contained in the news release has not been
independently verified by SKRR. Although SKRR believes in light of the experience of its officers and
directors, current conditions and expected future developments and other factors that have been
considered appropriate that the expectations reflected in this forward-looking information are
reasonable, undue reliance should not be placed on them because SKRR can give no assurance that
they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking
information. Actual results and developments may differ materially from those contemplated by these
statements depending on, among other things, the risks that the parties will not proceed with the
Proposed Transaction, the name change of the Company, the appointment of the proposed directors
and officers of the Resulting Issuer and associated transactions, that the ultimate terms of the
Proposed Transaction, the appointment of the proposed directors and officers of the Resulting
Issuer and associated transactions will differ from those that currently are contemplated, and that
the Proposed Transaction, the name change of the Company, the Loan, the completion of a NI 43-
101 compliant technical report on the AM ARTI Project; the Consolidation; any applicable private
placement in connection with the Proposed Transaction, the appointment of the proposed directors
and officers of the Resulting Issuer and associated transactions will not be successfully completed
for any reason (including the failure to obtain the required approvals or clearances from regulatory
authorities). The terms and conditions of the Proposed Transaction may change based on SKRR's
due diligence (which is going to be limited as SKRR intends largely to rely on the due diligence of
other parties of the Proposed Transaction to contain its costs, among other things) and the receipt
of tax, corporate and securities law advice for both SKRR and KENZ. The statements in this news
release are made as of the date of this news release. SKRR undertakes no obligation to comment
on analyses, expectations or statements made by third-parties in respect of SKRR, KENZ, their
securities, or their respective financial or operating results (as applicable). There can be no
assurance that the Proposed Transaction will be completed or, if completed, will be successful.
These statements are based upon assumptions that are subject to significant risks and uncertainties,
including risks regarding the mining industry, commodity prices, currency/exchange rates, market
conditions, geopolitical events and uncertainties, changes in governmental regulations, foreign laws
and regulations, general economic factors, management's ability to manage and to operate the
business, and explore and develop the projects, of the Resulting Issuer, and the equity markets
generally. Because of these risks and uncertainties and as a result of a variety of factors, the actual
results, expectations, achievements or performance of each of SKRR and KENZ may differ
materially from those anticipated and indicated by these forward-looking statements. Any number of
factors could cause actual results to differ materially from these forward-looking statements as well
as future results. Although each of SKRR and KENZ believes that the expectations reflected in
forward looking statements are reasonable, they can give no assurances that the expectations of
any forward-looking statements will prove to be correct. Except as required by law, each of SKRR
and KENZ disclaims any intention and assume no obligation to update or revise any forward-looking
statements to reflect actual results, whether as a result of new information, future events, changes in
assumptions, changes in factors affecting such forward-looking statements or otherwise.
SOURCE
SKRR Exploration Inc.
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CNW 17:38e 01-AUG-25