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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) |
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 |
