Frank Curzio 00:00

Paul Mann, executive chairman of Kaz Resources, an incredible company. We’re going to get to the part about Skyline Builders, because there’s a way to own Kaz Resources through Skyline Builders, and there was some news on that today. We’re getting a lot of questions from shareholders and clients. But before we do that, let’s start at the beginning with Kaz Resources for anyone who doesn’t own that stock, because the story is absolutely incredible here. What is Kaz Resources? How did this come together?

Paul Mann 00:26

So I’m the executive chairman of Skyline Builders, which owns a large chunk of Kaz Resources. We made a large investment and took control of Skyline Builders in August of 2025, with the goal of creating a critical minerals company to supply American customers with the critical minerals they need for whatever industries they’re involved in. Our first asset was a 20% stake in Kaz Resources. The plan originally was to merge the whole of Kaz Resources into Skyline Builders, so that Skyline Builders would become Kaz Resources via a reverse merger. After about 12 months of trying to get the reverse merger worked out, we found it too complex given the multiple jurisdictions involved. So what we said recently is that we’re going to spin the Kaz Resources shares out to our investors, and Kaz Resources, or Cove Kaz, will go public and raise capital via a direct listing.

Paul Mann 01:30

They’ll fully capitalize what they need to do. So what is Kaz Resources? It’s one of the most incredible resources I’ve ever seen. This is the largest tungsten mine outside of China, North Korea and Russia. For those who don’t know, tungsten is a critical material required to make ballistic missiles, rockets, electronics, armored personnel carriers, tanks and large military components. And 87% of tungsten is controlled by Russia, China and North Korea, so there’s naturally a very large concern over where the U.S. gets this material in the future. This mine is huge on paper. We believe it can produce 12,000 metric tons a year of tungsten. It has a 50-year mine life, and we believe the average cash cost is about $100 per metric ton.

Paul Mann 02:33

So this mine could represent 15% of global output. It’s a vast, generational resource with a very low cash cost of production. I’ve been an investor for 25 years, and what I look for in a natural resource is three things. You need an exceptional resource base. You need a great management team. And you need the capital to get it to market. I see a lot of companies with two of those three in place, but not all three. Here we have one of the most incredible assets I’ve seen in 25 years of investing. We have a management team second to none. And they have about $1.4 billion of capital potentially, or likely, coming from the U.S. government to help build this mine. That’s more than enough capital, so they’re well capitalized with an incredible resource.

Frank Curzio 03:25

Tungsten is a critical metal. We all know China controls a lot of it, and both administrations want to find ways to get these critical metals and not rely on China. They’re used for everything within AI. We use them in missiles, in drones, in the satellites for SpaceX and probably Amazon as well with its LEO projects. It’s used in so many applications that it’s critical, and prices have skyrocketed. How big is this mine when you look at the total addressable market for tungsten? I think that puts it in perspective if we’re talking to everyone, not just resource investors. How much could it supply once it’s up and running?

Paul Mann 04:04

Once it’s up and running, we believe it can supply about 15% of global demand. And importantly, we have demand interest for about 200% of the mine’s output from U.S. customers.

Frank Curzio 04:20

You’re not naming customers. So this would be similar to, say, Cheniere Energy’s LNG export facility, where before it was even built, international companies were signing on as clients for when it came online. So this would be a defense company saying, “Once it’s ready to go, we want to lock in some supply.” I’m not saying SpaceX or anyone else is a customer, but is that how it works?

Paul Mann 04:45

Yes, exactly. It’s defense companies, electronics companies, rocket companies, ballistics companies, all those types of companies, as well as traders and suppliers to those companies.

Frank Curzio 05:01

So when you look at this market, it definitely solves a national security concern. Now let’s get into Skyline Builders. Our investors wanted to buy Kaz Resources before you merged in with them, and it turned out the process was hard. You owned what, 20, 25% of it?

Paul Mann 05:21

About 26%, correct.

Frank Curzio 05:23

26%. And then you came out and said, we’re just going to do a direct listing, to NASDAQ or wherever?

Paul Mann 05:29

Yes. Kaz Resources, or Cove Kaz, which would become Kaz Resources, would do a direct listing on NASDAQ. Those shares will get listed most likely during the first quarter of next year. I said first half of next year, but we’re shooting for the first quarter. Kaz Resources just raised $32 million in a private placement ahead of that listing at a $2 billion valuation. So if you take that mark, Skyline Builders owns 26% of a business that just had a $2 billion valuation put on it.

Frank Curzio 06:09

Is it a $2 billion valuation or a $4 billion valuation? There are different valuations coming out in terms of when this is supposed to launch.

Paul Mann 06:16

It’s a $2 billion valuation, where the last financing took place.

Frank Curzio 06:21

Okay, so $2 billion.

Paul Mann 06:22

Once listed, it can trade higher, it can trade lower, who knows? But that’s where the private placement was priced.

Frank Curzio 06:29

I think I saw a number of $4 billion, but even with that, this would put Skyline at probably $1 or $2 a share, and we’re seeing Skyline trade well off that level. What do you think that has to do with? You can’t really predict what people are thinking, but I’m surprised it’s selling off below that value, because you’re looking at a company that owns this asset. We’ll talk about the value of it, with the resource you’re describing and where tungsten prices are. We can go into net present value and comparisons to show how big this asset and its potential are once it gets up and running. But what do you think people are selling off on now?

Paul Mann 07:06

I don’t know why it’s trading where it is. On our estimates, with the fully diluted, as-converted shares outstanding, we believe our 26% of $2 billion is valued at about $3.40 per share.

Frank Curzio 07:20

$3.40, okay.

Paul Mann 07:21

And the shares were trading at about $1 when I last looked. Clearly there must be some hesitation, some doubt about whether dilution can take place. I guess the questions going through investors’ minds are: how do we distribute these shares to shareholders, what’s the value to shareholders, and what control do shareholders have over that? Listen, I think I’m the biggest shareholder of the company, so I can assure you we will do what’s in shareholders’ best interest.

Frank Curzio 07:49

Let’s talk about the value of this asset. How would you value it at net present value? Tungsten prices are very, very high, you’re going to have massive demand, and your costs are going to be lower than anyone else in the industry by far. When I look at valuation, with a few comparisons, I see something worth $8 billion, $10 billion once this gets going, and I feel like I’m still discounting it. Again, it’s mining, and a lot has to happen before that. Talk about the fundamentals, because when you’re looking at tonnage, this is something only people in this industry can figure out. How do you value what you have? It’s a 50-year mine life. Explain that, compared with other things you’ve done in this industry.

Paul Mann 08:38

First of all, I don’t have a crystal ball, so I can’t tell you where tungsten prices will be in 5 or 10 years versus today. I think they’ll be higher than they were 2 or 3 years ago. They’re probably not going to be as high as they are today, is my guess, but again, I can’t guarantee that or support it with evidence. If I look at other listed tungsten miners and use similar metrics to value this resource against them, I’d put it at about a $10 billion valuation. Those are similar companies with resources in development and small amounts of revenue today from currently producing mines. That gives you the best idea of what the market is pricing a current resource at, in terms of the forward curve, if there were a forward curve, meaning what the market believes future prices will be.

Paul Mann 09:39

That tells you what the market is prepared to pay for an asset today, so I feel it’s the best predictor of fair value. If I put today’s spot price forward 50 years, you’re looking at a $50 billion valuation. But that’s probably not going to happen. So that’s how I think about it.

Frank Curzio 10:04

One of the biggest risks in mining is obviously the funding, how much it’s going to cost. A lot of times you don’t hear management teams talk about that. They say, “We have enough cash on the balance sheet,” which covers exploring and drilling a few holes, but actually bringing a mine to production is something you rarely see from the beginning, when someone puts a stake in the ground. I think it’s one in every 3,000 mines. But the financing is the biggest part. You’re getting financing of up to $1.6 billion from the Export-Import Bank of the United States, the White House, the Department of Commerce and the Department of State. Talk about those contracts. Are they just LOIs, or are these guys all in on that funding? When I look at the total cost to develop this, I think you have it at $1.1 billion, and it looks like you have access to $1.6 billion where the government is going to fund it, which removes a massive risk from this project.

Paul Mann 10:56

Correct. Pini believes this mine will cost about $1.1 billion to bring into commercial production. Pini is the executive chairman of Kaz Resources, and he has secured about $1.5 billion of LOIs from the U.S. government, from EXIM and DFC. What was interesting is that it was the Biden administration that pushed Pini to bid for the asset and started the negotiations with Kazakhstan. Then the Trump administration took over those conversations when it came in. There appears to be bipartisan support for this mine. The U.S. certainly needs a friendly supplier of tungsten. Right now there are two LOIs. We have a good relationship with the U.S. government, and we’d expect to convert those into definitive agreements within the next six months or so.

Frank Curzio 11:51

Did the midterms impact any of this? I know you’ve got support from both sides, but we also see Elizabeth Warren out there saying that a subsidiary may be partly owned by the Trump sons, with articles in the Times and so on. Should people be worried? Before this happened, it was a previous administration that wanted this. Then Trump said, “Yes, we have to do this. Everybody wants this, so we’re less reliant on China.” It’s a national security concern, and it was a big overhang. Does that change anything? Is political risk something we need to worry about as you go public?

Paul Mann 12:30

I don’t believe so. First of all, it was rumored that the Trump brothers were involved in this investment. I only recently found out they were. It’s a de minimis investment, made in August of 2025, well before we put in an offer for these Kaz assets. On an as-converted, fully diluted basis, we’re talking about a few basis points of ownership, so it’s tiny. Secondly, the U.S. government needs to secure critical materials to benefit the country, and the only way it’s going to do that is by helping critical mineral companies get access to them and develop them. I believe it’s an agenda item for both parties, which suggests it’s high priority for both. And sure, Elizabeth Warren makes a lot of threats and barks, but we’ll see how successful she is at actually getting anything done.

Frank Curzio 13:37

That’s true. Let’s talk about timeline and catalysts. Q1 is when this comes out. How long will it take to actually produce, which is going to take a while? However, like you said, there are big catalysts, like signing the funding in place. I think a lot of catalysts could come from announcements, like in the SMR space, where the technology isn’t available yet but companies like Microsoft and Google are buying power 15 or 20 years out. That could be a huge catalyst: “Kaz Resources just signed a deal with SpaceX or Raytheon or whoever to lock up some supply.” Take us through a timeframe, because a lot of times people think the time it takes to develop is many, many years. Do we need to hold this stock that long? It seems like there are a lot of catalysts between the IPO on NASDAQ next quarter and actual production.

Paul Mann 14:31

Let’s talk about the finish line and then the route to it. Kaz Resources said the mine should start producing in 2030. Recently, though, Pini has said there are things we can do to bring that forward by about six months into 2029. We’re so certain about the resource that we can start a lot of the groundwork and permitting before the bankable feasibility study is done. Typically you wouldn’t start the groundwork until you’ve got the BFS done. But we’re so sure of the resource, and it’s a small amount of the CapEx required in the first six months, that we’re probably going to start before we have the work showing exactly what the resource is worth. We have such certainty of what it’s worth, and this part of the CapEx is so small, that it will likely accelerate the project by about six months into 2029.

Paul Mann 15:33

Between now and 2029 there are a lot of catalysts. I can’t predict the order, but I would expect a number of supply agreements and offtakes with customers. I’m not going to mention any names, but I’d expect that during the first half of next year. A number of them have also expressed interest in investing in the mine, either as equity or as a prepayment to secure the offtakes. Pini has said publicly that demand indicated so far is about 200% of the mine’s output, so we don’t have a problem finding customers. That’s one major catalyst. The second big catalyst is obviously the listing. Pini has said we expect to list Kaz Resources during the first half of 2027. I think we’re shooting for the back end of the first quarter, but there’s an SEC process and a NASDAQ process involved.

Paul Mann 16:35

Both are out of our control, so there’s some uncertainty, but a lot of the work has already been done, the audits and the S-4 work. They’re well advanced in terms of being able to file. I’d expect the company to file its initial S-1 in December of this year, and that’s another large catalyst. Then at some point next year the company will start producing small amounts of free cash flow. There are lots of tailings in the area, with lithium and other rare earth metals, and the plan is to start processing those, which will bring some cash flow into the company during 2027. I guess those are the main catalysts.

Frank Curzio 17:22

Let’s talk about the valuation and what happened. You were talking about a $2 billion valuation at the recent financing. Sorry, I said $4 billion earlier, but it’s $2 billion. And that equals what, $3 and what a share?

Paul Mann 17:33

About $3.40 a share, on a fully diluted, as-converted basis. That includes a lot of warrants that may not get exercised, so perhaps it’s a bit more than $3.40 a share, but we’ll see.

Frank Curzio 17:44

That’s fully diluted, so $3.40 a share. Then you announced this news and said, look, we’re not going to go this route because it was difficult. I don’t know if it’s a Cayman company combined with Kazakhstan, but there were a lot of moving parts, and you realized this would be hard to bring over the finish line, so let’s just do a direct listing. A lot of companies don’t have that option. They just want to do a reverse merger, and they don’t have the money to do something like that, which is good. You also said holders of Skyline own 26% of this. When you announced that news a few weeks ago, a month ago, the stock sold off sharply. Investors are asking why it would sell off if this has $3.40 of value and the stock is trading at a dollar. Is it because maybe they’re waiting until you announce the record date to buy it? You see disconnects sometimes, but if you come out with the valuation we just talked about, how big this could be, the massive demand for tungsten, even more than ever with drone usage and satellite usage and AI usage…

Frank Curzio 18:40

The fact that both parties want this, and how big this could be once it produces, much bigger than the $2 billion valuation you’re targeting. What do you think is causing that? That’s a good question for investors, because people wonder: should I buy more here? Is something more going on under the hood? Why isn’t it trading at least over $2 a share?

Paul Mann 19:05

I think most investors were expecting to receive a share of Cove Kaz in the last quarter of this year or the first quarter of next year when the reverse merger took place. That was the expectation of a known event. Now it’s an uncertainty. How do I get my value from Kaz Resources? We haven’t said yet whether we’re going to do a spin-out, a CVR or a liquidating trust, or how we’re going to distribute the value to shareholders. That creates some uncertainty, and I can’t give that guidance right now. Within a couple of weeks I can give it. Investors don’t like uncertainty, obviously, so I’m guessing that’s one reason the shares have been volatile over the last couple of weeks. Hopefully over the next couple of weeks that unknown will become known, and the share price will crystallize that value.

Frank Curzio 20:05

Not to trade at $3.40, of course, there’s risk, but not to see it trading over $2.25, $2.50?

Paul Mann 20:10

Yes.

Frank Curzio 20:10

It just seems a little crazy.

Paul Mann 20:12

It’s a hell of an arbitrage, I must say.

Frank Curzio 20:14

Very big. Assuming everything goes well and the IPO goes out, planned over the next six months or so, I think you said when we first started that there are three things you look at: the actual resource in the mine, check; funding in place, which you almost never see, with government funding and both parties really wanting this, big check; and the management team, which is always critical. How much more critical is it now? To explain to someone who’s not in this industry, how difficult is it to create and build a tungsten mine compared to a gold or silver mine? Not every geologist is able to do this. There’s a different expertise involved. And the management team you have does this better than anyone, don’t they?

Paul Mann 20:58

Building any mine is challenging. Building a mine for tungsten, which has such a high melting point and is so resistant, is even more challenging. The CEO, Dominic Heaton, led the development from greenfield of one of the world’s largest tungsten producers, a newly found mine in Vietnam. It’s the largest mine outside of China today, and he built it from greenfield to the marketplace. He’s done this before and knows exactly how to do it. Secondly, Pini Althaus is executive chairman. He was the founder and former CEO of USA Rare Earth, NASDAQ ticker USAR. He’s very well respected in both the mining world and the political world. He has the clout to walk into a meeting with the Kazakhstan government and negotiate for this mine on behalf of U.S. interests.

Paul Mann 22:04

He has the clout to go into the White House and explain why it’s so important for U.S. interests, which is super important. Then the CFO, Douglas Newby, has a 45-year career in mining finance, project finance and banking, so he knows how to run these projects from a finance standpoint. And I mustn’t forget the chief operating officer, Ashley McLees. He was the former CEO of Masan High-Tech Materials, and he was the operating guy at the newfound tungsten mine in Vietnam. So you’ve got an incredible team here of people who know how to do this and get it across the finish line in a timely manner.

Frank Curzio 22:47

Paul, what is your relationship? At the beginning I said executive chairman of Kaz Resources, and you said no, executive chairman of Skyline. I know you own, through Skyline, the 26% stake. But are you involved in any decision making at Kaz Resources, or is it just that you have a stake there?

Paul Mann 23:02

We have a large stake in the company. We’re the largest shareholder outside of private equity companies and the management involved. There’s no contractual obligation, but I have a meeting with them once a week and we discuss what’s going on.

Frank Curzio 23:18

Of course.

Paul Mann 23:18

I give them my opinions and views on what I think they should do. If they’re uncertain, they often give me a ring and ask for my advice. I’ve been doing this for 25, 26 years, so I’m a friendly person to pick up the phone to and bounce ideas off. I’ve been in that position before. Building greenfield plants in the third world is challenging. I’ve built three mines in Africa, three resources in Africa, three isotope plants in Africa and a very large helium mine in Africa, so I know how challenging it is to build these large projects in developing countries. I’m available whenever they want to speak to me about what I would do in that situation. We have a very good relationship. I wouldn’t say we have any control over the company, but they typically ask me what I think before they do anything.

Frank Curzio 24:04

I think you sold yourself a little short there, because you also have a big background in finance. I think it’s Soros, I read, and Morgan Stanley. How important is that? For leaders of companies, I always say I don’t know if I really want a geologist; you want a finance guy. It’s a different skill set when people run these companies. How important is access to funding and being able to talk to the right people? And a follow-up: was that a requirement by the government in order to provide this funding, to make sure you have the best management team possible?

Paul Mann 24:41

I don’t know about that. My background is that I’m actually a chemical engineer by training. I spent most of my career in finance, at Morgan Stanley, then Soros, and I ran a portfolio at Highbridge Capital. So I understand the technical aspects of building a large project as well as the financing and investing sides. I’ve seen some really successful projects, and I’ve seen some absolute disasters, and you learn a lot from the disasters. You learn more from the disasters than the successes, and I’ve seen plenty.

Paul Mann 25:13

So I’m always there for advice, with a wealth of background in similar things that have gone wrong or gone right. I think that’s quite unique. I’m very supportive of them, and I’m here to give them the best help I can. I represent our shareholders, who own 26% of the mine. So it’s a unique, symbiotic relationship, I would say.

Frank Curzio 25:42

One last thing. Now that you’re part of Skyline Builders, you’re taking a different route, acquiring another company, but you’re still at 26% of Kaz Resources. It seems you can extract value outside of just owning the Kaz Resources stake until they go public or it’s spun out and you own it directly. Talk about what you’re actually doing with Skyline. You released the symbol KZR, which is going to go to them, and now you’ve changed it and you’re merging with another company. It seems there’s going to be a lot of value under that entity along with that 26% stake.

Paul Mann 26:15

Absolutely. I think Skyline Builders is getting two amazing opportunities here. First, the termination of the business combination with Kaz Resources, the direct listing, and my decision to spin the value out to our shareholders were economically neutral to Skyline Builders. The value we would obtain from a direct listing is identical to the value from a reverse merger. So Skyline Builders shareholders will receive the value of 26% of Kaz Resources. In addition, they’re going to receive a share in a new company focused on uranium mining from seawater. This is an incredible technology I’ve had my eye on for the last two or three years, and I’m on the board of it as well. These guys have found a very interesting way of extracting uranium from seawater. The DOE discovered it and put about $10 to $15 million into it. We feel this will position us in the middle of the cost curve for uranium mining, but unlike the 15 years it takes to build a greenfield mine on land, this is a three-year process.

Paul Mann 27:27

We can be in the marketplace in the early part of the next decade with a vast uranium resource that no one else can match. You think tungsten supply and demand look imbalanced? Over the next 10 years, I’m told 35% of uranium supply will vanish and demand will grow 50 to 100%. So there’s a real, significant imbalance, and we hope to fill some of that.

Frank Curzio 27:54

It is true that building uranium supply takes an incredibly long time, and my audience is very familiar with uranium. Is that technology proven? It’s nice to see the government putting funding into it, so they probably believe in it. How far away is it, three years? How does the process work? It seems a bit like SpaceX building data centers out in space.

Paul Mann 28:16

It’s fast. Actually, we have a boat in the Gulf of America or Mexico, whichever side of the aisle you’re on, and right now we have the extraction modules in the water, extracting uranium. We feel the greatest determinant of our cash costs is how many times we can recycle the fibers. We don’t know that yet, and we’ll know within the next 12 to 18 months or so. But this clearly works. It’s proven to work. We believe the cash costs are in the lower half, or middle, of the cost curve today. Clearly not as low as Kazakhstan, but certainly much lower than a greenfield site elsewhere in the world.

Paul Mann 29:01

And much faster. It’s proven in a lab and on a small scale. Now our job is to see how we can commercialize it.

Frank Curzio 29:11

Well, Paul, all great stuff. I really appreciate you coming on. The takeaway here is that Skyline has $3.40 of value trading at a dollar, and I think it’s really misunderstood. It’s not supposed to trade at $3.40. Maybe it trades at $2.50 or $2.70, just like an acquisition target doesn’t always trade at the deal price until it closes, because there’s always risk. But when you look at this project supported by both sides, with government funding in place and a lot of the risk removed, it’s a good way to play this. Plus it feels like you’re getting a free option on the uranium technology. I really appreciate you coming on, because I’m sure you’re getting a lot of calls now that the stock has come down, and we’re asking the same questions. I don’t know if it was an algorithm. Even earlier today, when you changed the symbol, the stock was down a lot, but it came back.

Frank Curzio 29:57

Millions of shares traded right off the bat, which is really crazy. But I really appreciate you coming on and explaining that. I think it’s going to help, and shareholders are going to feel a little more confident where they are with the stock today.

Paul Mann 30:09

Thanks for your interest. It’s an interesting time.

Frank Curzio 30:12

All right. Sounds great. I’ll talk to you soon. Thanks.

Paul Mann 30:14

Thank you. Bye.