[8-K] Golkor Inc. Reports Material Event

Rhea-AI Filing Summary

Golkor Inc. entered into a joint venture with Afrikor Metal Industries to form Golkor AMI-EBM LLC, owned 51% by Golkor and 49% by AMI, to reclaim and re‑process minerals from historic tailings in South Africa. Golkor committed to provide up to $20 million to finance operations and has funded approximately $700,000 to date.

The AMI Project spans a 266‑hectare site with over 5.65 million tonnes of base‑metal tailings and a multi‑metal reprocessing facility. The site is fully permitted for reprocessing and producing concentrates and includes a 45 MW power substation, on‑site water, transport access, and secured infrastructure. It was most recently operated by Glencore from 2021–2023 and is in warm shutdown with maintenance in place.

The filing notes a related‑party aspect: director Anthony Bainbridge controls AMI and would receive approximately 80% of AMI’s distributions. Separately, Golkor and Konik Capital terminated an exclusive engagement that contemplated public offerings of up to $40,000,000.

Insights

Corporate finance analyst

Material JV with up to $20M funding; financing mandate ended.

Golkor formed a 51%/49% JV to restart tailings reprocessing in South Africa. The company committed up to $20,000,000 to fund operations, with approximately $700,000 already contributed. The project footprint is substantial (266 hectares; 5.65 million tonnes) and the facility is fully permitted with on‑site infrastructure, which can reduce lead times to operations.

The termination of the Konik Capital engagement removes an exclusive underwritten pathway for “up to” $40,000,000 of proposed offerings. Actual capital sources and timing are not detailed in the excerpt, so the funding plan beyond the stated commitment remains to be clarified by future disclosures.

Governance and transactions counsel

Related‑party JV disclosed; ownership and distributions quantified.

The JV includes a disclosed related‑party: director Anthony Bainbridge controls AMI and would receive approximately 80% of AMI’s distributions. Ownership is clearly stated at 51% for the company and 49% for AMI, with a dedicated operating agreement referenced as Exhibit 10.1.

Permitting coverage is broad (environmental, water, discharge, waste) and the site has prior operational history (Glencore in 2021–2023). Execution will hinge on JV governance and funding under the up to $20,000,000 commitment; specific milestones or timing are not provided in the excerpt.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2025

Golkor Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-56352	87-2737873
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

323 Sunny Isles Blvd, Suite 745, Sunny Isles, Florida 33160

(Address of principal executive offices) (Zip Code)

786 590-5203

(Registrant's telephone number, including area code)

_________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On October 6, 2025, the Golkor Inc. (“Company”) entered into a joint venture with Afrikor Metal Industries Proprietary Limited (“AMI”), a South African company whereby AMI contributed certain mining and mineral recovery rights in South Africa (the “AMI Project”) to a newly created limited liability, Golkor AMI-EBM LLC, owned 51% by the Company and 49% by AMI. The purpose of the joint venture is to the reclamation and re-processing of economically valuable minerals from historic surface deposits—specifically zinc, lead, silver, iron, and copper, —while also addressing environmental rehabilitation. The Company has committed to providing up to $20 million in funding to finance the operations. To date the Company has provided the JV with approximately $700,000 in funding.

The AMI Project is centred on a 266-hectare site that hosts a multi-metal tailings reprocessing facility and over 5.65 million tonnes of historical base metal tailings. These tailings were deposited by multiple legacy mining operations over 70 years and contain concentrations of zinc, lead, silver and copper. The site is fully permitted for production and was most recently operated by Glencore (2021–2023) to process cobalt and uranium. It is currently maintained in “warm shutdown” with critical equipment tested monthly and a care-and-maintenance crew in place.

The AMI site is fully permitted for reprocessing tailings and producing concentrates (silver, zinc, lead, copper, cobalt, uranium, lithium, vanadium)). All required environmental, water use, discharge, and waste permits are in place. The site includes its own 45 MW power substation, on-site water supply, paved roads, rail access, weighbridges, and secure fenced infrastructure.

Anthony Bainbridge, a director of the Company, owns a controlling interest in AMI and would receive approximately 80% of the distributions received by AMI. Prior to becoming a director of the Company, Mr. Bainbridge had begun the process of purchasing the AMI Project. After joining the Company he offered the Company the opportunity to become the majority holder.

This description of the agreement is qualified in its entirety by reference to the full text of the agreement as contained in Exhibit 10.1 to this Form 8-K.

Item 1.02 Termination of a Material Definitive Agreement.

Golkor and Konik Capital Partners, LLC, a division of T.R. Winston and Company (“Konik Capital”) have terminated their previously announced engagement agreement that gave Konik Capital the right to act as lead manager, bookrunner and underwriter on an exclusive, firm commitment basis for one or more proposed public offerings of up to $40,000,000.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		Golkor AMI-EBM LLC Operating Agreement
104		Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Golkor Inc.
Date: October 15, 2025	By:	/s/ Gregory Klok
		Gregory Klok, Chief Executive Officer

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FAQ

What transaction did GKOR announce?

Golkor formed a joint venture, Golkor AMI-EBM LLC, owned 51% by Golkor and 49% by Afrikor Metal Industries to reprocess historic tailings in South Africa.

How much funding has GKOR committed to the JV and how much is funded?

Golkor committed up to $20 million to finance operations and has provided approximately $700,000 to date.

What are the key project site details for GKOR's JV?

The site covers 266 hectares, holds over 5.65 million tonnes of tailings, is fully permitted, and includes a 45 MW power substation and transport access.

Is there a related-party element in GKOR’s JV?

Yes. Director Anthony Bainbridge controls AMI and would receive approximately 80% of distributions received by AMI.

What change did GKOR make to its prior financing arrangement?

Golkor and Konik Capital terminated an exclusive engagement for proposed public offerings of up to $40,000,000.

Was the JV agreement document provided?

The operating agreement for Golkor AMI-EBM LLC is referenced as Exhibit 10.1.