SKRR Exploration enters LOI to acquire Kenz Global

Executive Summary

• SKRR Exploration Inc. has entered a non‑binding Letter of Intent to acquire all issued and outstanding securities of Kenz Global Resources Ltd., effecting a reverse takeover that would make Kenz a wholly‑owned subsidiary and result in a new combined issuer listed on the TSX‑V as a Tier 2 mining company.
• The proposed equity exchange envisions former Kenz shareholders owning ~75% of the post‑transaction common shares, while current SKRR shareholders retain ~25%.
• A bridge loan of up to $400,000 (initial $25,000) will be provided by SKRR to fund Kenz’s operations and transaction costs pending definitive agreement execution.

Key Details

• Letter of Intent Date: July 31, 2025; non‑binding, subject to negotiation of a definitive agreement.
• Transaction Structure: Share exchange (or plan of arrangement/amalgamation) – SKRR issues common shares to Kenz shareholders on a pro‑rata basis; post‑closing ownership: 25% SKRR shareholders, 75% former Kenz shareholders (fully diluted).
• Board Composition (post‑transaction): Six directors – four nominated by Kenz, one by Haywood Securities Inc. (Kenz’s financial adviser), and one by SKRR.
• Name Change: The combined entity is expected to be renamed “Saudi Minerals Corp.” or another name chosen by Kenz.
• Exclusivity Period: 90 days from LOI execution, with possible extension to Dec 31, 2025 upon mutual written agreement.
• Bridge Loan Terms:
• Initial advance of $25,000 payable immediately.
• Additional up‑to $375,000 available subject to TSX‑V approval, secured by a general security agreement and payable on demand if the transaction terminates.
• Funds earmarked for roadshow/marketing, exploration, audit/accounting fees, NI 43‑101 report preparation, legal costs, etc.
• Closing Conditions Include:
• Execution of definitive agreement & loan documents.
• Completion of due diligence by both parties.
• Delivery of NI 43‑101 technical report for the AM Arti project and any other material properties.
• Provision of audited/unaudited/pro‑forma financial statements compliant with exchange policies.
• Required shareholder, board, regulatory, and TSX‑V approvals (including possible sponsor exemption).
• Closing on or before Dec 31, 2025.
• Sponsorship: SKRR intends to seek an exemption from the TSX‑V sponsorship requirement; no guarantee of approval.
• Trading Halt: SKRR’s common shares remain halted pending review and acceptance of transaction documentation per TSX‑V Policy 5.2.

Notable Quotes

(No direct quotes were provided in the release.)