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SKRR Exploration Inc. (TSXV: SKRR,OTC:SKKRF) (FSE: B04Q) ("SKRR" or the "Company") is pleased to announce that the Company and Kenz Global Resources Ltd. ("KENZ") are proceeding with a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the proposed transaction as described in the letter of intent (see the Company's news release dated August 1, 2025) (the "Proposed Transaction"). The Company and Kenz entered into amending agreements extending the outside date for the exclusivity period and completion of the Proposed Transaction to June 30, 2026, and continue to work together towards executing the Definitive Agreement and making all necessary submissions and filings in connection with the Proposed Transaction. 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.
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.
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
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 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, 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 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 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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