SKRR Exploration enters LOI to acquire Kenz Global

Mr. Sherman Dahl reports SKRR EXPLORATION INC. ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE TAKEOVER TRANSACTION WITH KENZ GLOBAL RESOURCES LTD. SKRR Exploration Inc. has entered into a non-binding letter of intent dated July 31, 2025, with Kenz Global Resources Ltd. in respect of a proposed business combination, 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 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. 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. About Kenz Global Resources Ltd. Kenz is a private company, incorporated under the Business Corporations Act (British Columbia) on April 16, 2019, and is based in Vancouver, B.C. Kenz, through its Saudi Arabian subsidiaries, owns and operates several exploration blocks located in Saudi Arabia, including a 63-per-cent interest in its material property, the AM Arti mineral exploration and development project in Saudi Arabia. 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 Ltd., registration No. 1010863037. 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 and outstanding. It is anticipated that, prior to closing the proposed transaction, Kenz will complete a consolidation on a ratio to be determined in consultation with Kenz's legal and financial advisers and SKRR. The Am Arti gold project covers a 99-square-kilometre licence 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 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 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 advisers and taking into account various securities, tax, operating and other considerations. Upon the satisfaction or waiver of the conditions set out in the 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 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 per cent of the issued and outstanding resulting issuer shares, and former shareholders of Kenz will hold 75 per cent of the issued and outstanding resulting issuer shares on a fully diluted basis. The board of directors of the resulting issuer will be composed of six directors, consisting of four nominees from Kenz, one nominee from Haywood Securities Inc., Kenz's financial adviser 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 Corp. 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. During the exclusivity period, Kenz will not, directly or indirectly, through any officer, director, agent, affiliate, employee, adviser 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 co-operate 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. 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 advisers. 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 Dec. 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 composed of: (i) an initial advance in the amount of $25,000 to be advanced immediately; and (ii), subject to receipt of TSX Venture Exchange approval, upon request up to an additional $375,000, which funds Kenz will use to finance 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 Dec. 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 National Instrument 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 a sponsor has not yet been 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 TSX-V 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 finders' 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. 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 known in geological terms -- has been significantly underexplored in Saskatchewan. SKRR is committed to all stakeholders, including shareholders, all its partners and the environment in which it operates. We seek Safe Harbor.