Item 1.01. Entry into a Material Definitive Agreement

On January 29, 2026, Okmin Resources, Inc., a Nevada corporation ("Okmin" or the "Company"), entered into an Agreement and Plan of Merger and Reorganization with BPCAP Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary of Okmin ("Merger Sub"), and BevPoint Capital LP, a Florida limited partnership ("BevPoint").

Under the Agreement, Merger Sub will merge with and into BevPoint, with Merger Sub continuing as the surviving entity (to be renamed BEVPT Operations Inc.). BevPoint is the owner and operator of AIB RESTAURANT HOLDINGS, LLC d/b/a American Icon Brewery and intends to acquire similar businesses. American Icon Brewery is a brewpub and brewery, distributing more than a dozen craft beers.

Merger Consideration

At the effective time of the merger, all interests in BevPoint will be converted into the right to receive an aggregate of 220,000,000 shares of Okmin common stock, par value $0.0001 per share, representing approximately 55.6% of the post-closing outstanding shares (excluding the earnout shares and shares issuable upon conversion of a to be issued convertible note, described below).

Earnout Provisions

Upon Okmin or the Surviving Entity reaching certain milestones, the holders of Company Interests shall be entitled to distributions of Okmin Common Stock as follows, with revenue and EBITDA calculated on a consolidated basis in accordance with GAAP:

• 75,000,000 shares upon reaching $10 million revenue
• 75,000,000 shares upon reaching $1 million EBITDA
• 75,000,000 shares upon reaching $20 million revenue
• 75,000,000 shares upon reaching $2 million EBITDA

All share amounts will be adjusted proportionately for any stock splits, stock dividends, recapitalizations, or similar events, and the determination of milestone achievement shall be made by Okmin's independent auditors.

Convertible Promissory Notes

Okmin shall issue a convertible Promissory Note with a 3-year term in the original principal amount of $280,000 in favor of Chris Sellers with a conversion price of $0.04 per share.

Jonathan Herzog will receive a Convertible Promissory Note with a 3-year term in the principal amount of $250,000 with a 3-year term, bearing interest at 2% per annum, and a conversion price of $0.04 per share of Okmin Common Stock, plus two million (2,000,000) shares of Okmin Common Stock in exchange for accrued and unpaid salary.

Management and Board Changes

Chris Sellers will be appointed as CEO of Okmin and Chris Sellers and John F. Giarrante will be appointed as directors, with current officers and directors tendering their resignations except Jonathan Herzog who will remain as a director. Mr. Sellers' and Mr. Giarrante's appointment and compensation arrangements will be disclosed in a subsequent Form 8-K filing under Item 5.02.

Jonathan Herzog shall remain as director and non-executive chairman of Okmin's Board of Directors with compensation of $5,000 per month for a period of 24 months, subject to his continued service and compliance with applicable director duties.

Other Material Provisions

Jonathan Herzog shall convert five million (5,000,000) shares of preferred stock into fifty million (50,000,000) shares of Okmin Common Stock, with a $50,000 conversion price to be offset as a book entry against existing accrued compensation.

As a condition to closing, BevPoint must have $730,000 in immediately available cash in bank accounts, contributed by way of a bona fide equity infusion, free from any encumbrance or restriction.

BevPoint shall enter into an agreement to purchase 20,000,000 shares of Okmin Common Stock from certain affiliates of Okmin simultaneously with the merger. Such purchase shall be documented in a separate stock purchase agreement