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 KENZKENZ 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 TransactionPursuant 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; andc) 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, ...Full story available on Benzinga.com
