Cove Kaz, the U.S. company developing two major tungsten deposits in Kazakhstan, has dropped its planned merger with Skyline Builders. It now plans to list its shares directly on a U.S. stock exchange in the first half of 2027.
The change comes alongside a $32 million investment commitment intended to fund work on the projects. Together, the announcements reshape how Cove Kaz plans to finance development and bring its Kazakhstan business to public investors.
The companies announced the mutual termination of their merger agreement on November 2. American Ventures has committed to buying four million Cove Kaz shares at $8 each, implying a company valuation of $1.97 billion. The investment still needs to close.
“The additional capital will fund engineering and construction-related work to shorten our time to production,” said Cove Kaz Executive Chairman Pini Althaus.
Under its new listing plan, Cove Kaz intends to become a Delaware corporation and adopt the name Kaz Resources Inc. It also plans to bring other affiliated Kazakhstan assets into the company, subject to regulatory approval. The company has not named an exchange and plans to file a registration statement with U.S. securities regulators.
Skyline would remain an investor under the revised arrangements. In its own announcement, it said its existing investment and outstanding loan would be exchanged for shares in Cove Kaz. Its stake would be approximately 26% after the new funding closes. Skyline said the revised arrangement should allow its shareholders to realize the value of their investment faster than the merger.
The underlying mining venture centers on Northern Katpar and Upper Kairakty in Kazakhstan’s Karaganda Region. Cove Kaz acquired 70% of Severniy Katpar LLP, which holds the project licenses, in April. Kazakhstan’s national mining company, Tau-Ken Samruk, retains the remaining 30%.
The Northern Katpar tungsten project site in Kazakhstan’s Karaganda Region. Image: Cove Kaz Capital Group.
The original merger agreement was intended to create a listed supplier of tungsten and other critical minerals for U.S. customers. Tungsten is used in industrial tools, aerospace and defense equipment, making alternative supplies important to Washington’s efforts to reduce dependence on China.
Chinese companies already have a foothold in Kazakhstan’s tungsten sector. A $300 million processing plant opened in Almaty Region in November 2024, with Jiangxi Copper among its participants. Cove Kaz’s planned mine and refinery would establish another supply route, focused on U.S. customers.
Work at Northern Katpar has moved into engineering and feasibility studies. Cove Kaz’s August update said the definitive feasibility study began in July and was expected to finish before the end of 2027. It covers the mine and a planned refinery in Kazakhstan that would produce ammonium paratungstate, a material used in tungsten manufacturing.
The study will help establish the costs and design needed for a final investment decision. It will also support assessments by potential lenders, including U.S. government agencies. Cove Kaz has cited earlier studies indicating potential combined annual production of about 12,000 metric tons from the two deposits, equivalent to roughly 15% of global tungsten mine output at the time of its August announcement.
The U.S. Export-Import Bank and International Development Finance Corporation have indicated interest in financing of up to $900 million and $700 million, respectively. Those expressions of interest are preliminary, with funding dependent on further assessment and approvals.
The venture has also attracted scrutiny over Donald Trump Jr. and Eric Trump’s reported indirect investments in Skyline. As previously reported by TCA, the Financial Times cited no evidence that they influenced the project award or financing. Donald Trump Jr.’s spokesperson described him as a passive investor with no operational role.
The project forms part of expanding U.S.–Kazakhstan cooperation on critical minerals, with Astana promoting investment in domestic processing. At June’s critical minerals dialogue in Astana, Industry and Construction Minister Yersain Nagaspayev cited cooperation with Cove Capital as a practical result of closer ties with Washington. For Kazakhstan, the planned refinery offers a way to process more mineral wealth at home while developing new export markets.
