DEF 14C: Kat Exploration Announces Reverse Stock Split, Name Change to Golkor Inc., and Share Authorization Increase

Kat Exploration, Inc. will implement a 1-for-679 reverse stock split, change its name to Golkor Inc., and increase authorized common shares to 2 billion, following stockholder approval via written consent.

Summary

• Kat Exploration, Inc. has approved a reverse stock split of its common stock at a ratio of 679 to 1.
• Following the reverse split, the company will amend its Articles of Incorporation to change the number of authorized common shares to 2,000,000,000 with a par value of $0.0001.
• The company will also change its name to Golkor Inc. to reflect its focus on gold mining.
• These actions were approved by a majority stockholder consent on January 9, 2024, and will be implemented at least 20 days after the mailing of the information statement, expected on or before April 30, 2024.
• Stockholders of record as of January 12, 2024, are entitled to receive a copy of the information statement.
• The company had 1,834,271,048 shares of common stock outstanding as of January 9, 2024.
• Post-reverse split, the company will have approximately 2,701,430 shares outstanding.
• The company's Series A Preferred Stock has voting power equal to 66% of the issued and outstanding common shares.

Sentiment

Score: 6

Explanation: The document is neutral to slightly positive. The reverse stock split and name change are presented as beneficial for the company, but there are also potential downsides and risks associated with these actions.

Positives

• The name change to Golkor Inc. is intended to better reflect the company's focus on gold mining.
• The reverse stock split could potentially make the stock more attractive to a broader range of investors.
• The increase in authorized shares provides flexibility for future capital raising or strategic initiatives.

Negatives

• The reverse stock split will reduce the number of outstanding shares, which could be perceived negatively by some investors.
• Stockholders owning odd lots (fewer than 100 shares) may face higher transaction costs.
• The company had no direct compensation awarded to executive officers for the fiscal years ended November 30, 2022, and 2021, which may raise concerns about executive motivation.

Risks

• The company cautions that forward-looking statements involve risks, uncertainties, and assumptions that could cause actual outcomes and results to differ materially.
• The company has based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate.
• The reverse stock split could increase the number of stockholders who own odd lots of fewer than 100 shares of Common Stock, which may face higher transaction costs.

Future Outlook

The company is changing its focus to reflect a concentration in gold mining, and the Board of Directors believes that it would benefit the Company if its name reflected that of its main business.

Management Comments

• Our Board of Directors has determined that it is advisable and in our and our stockholders best interests that the Board of Directors be granted the authority to implement a reverse stock split.
• The Board of Directors believes that it would benefit the Company if its name reflected that of its main business.

Industry Context

Reverse stock splits are often used by companies to increase their stock price to meet minimum listing requirements or to make the stock more attractive to institutional investors. Name changes are common when a company shifts its business focus.

Comparison to Industry Standards

• Reverse stock splits are a relatively common corporate action, particularly among smaller companies seeking to improve their stock price and appeal to a broader investor base.
• Many junior mining companies adopt names that reflect their primary commodity focus to enhance investor recognition and understanding of their business.

Stakeholder Impact

• Stockholders will experience a reduction in the number of shares they own due to the reverse stock split.
• Stockholders may face higher transaction costs if they own odd lots of shares.
• The name change is intended to better reflect the company's focus on gold mining, which could potentially attract new investors.

Next Steps

• File a certificate of amendment to the amended and restated certificate of incorporation with the office of the Secretary of State of the State of Nevada.
• Submit the name and symbol change to the Financial Industry Regulatory Authority, Inc. (FINRA).
• Exchange stock certificates after the effective date of the reverse stock split.

Key Dates

Keywords

reverse stock split, Golkor Inc., name change, authorized shares, Kat Exploration, common stock, mining