Announcement • Aug 02
Kenz Global Resources Ltd. signed a letter of intent to acquire SKRR Exploration Inc. (TSXV:SKRR) in a reverse merger transaction.
Kenz Global Resources Ltd. signed a letter of intent to acquire SKRR Exploration Inc. (TSXV:SKRR) in a reverse merger transaction on July 31, 2025. 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. 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: 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; 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; 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. 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. 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 CAD 25,000 to be advanced immediately; and (ii), subject to receipt of TSXV approval, upon request up to an additional CAD 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.
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.
