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M&A / Property

Great Quest, Lotus Gold amend share exchange ratio

By The Northwire Desk — AI Analysis Sep 03, 2025 · 18:43 GQ · 0.025 Great Quest Gold Ltd
GQ · Price

Executive Summary

  • Great Quest Gold Ltd. provided an update on its proposed reverse‑takeover (RTO) with Lotus Gold Corp., now targeting a closing around Oct 29, 2025.
  • The parties have executed an amended and restated arrangement agreement that changes the share‑exchange ratio: former Lotus shareholders will own ~64.6% of the combined issuer, while Great Quest shareholders will hold ~35.4%.
  • Financing for the transaction includes a $300k secured promissory note from Lotus (10% interest, convertible at C$0.025 per share) and the final tranche of a private placement that raised $211 k, bringing total proceeds to $500 k for RTO‑related costs.

Key Details

  • Amended Arrangement Agreement (Sept 1 2025):
  • Working‑capital deficit & long‑term debt (excluding non‑cash liabilities) allowed up to $260,000 at closing.

  • Lotus shareholders receive 11,365,665 RI shares (post‑consolidation basis of 1 for 30), valuing Lotus’s equity at $8,524,248.

  • Resulting Issuer Name: The combined company will be renamed Ongwe Minerals Inc., subject to board and TSX‑V approval.

  • Financing – Second Tranche Private Placement:

  • Issued 8.44 million common shares for gross proceeds of $211,000 (final tranche).
  • Aggregate offering size: 20 million shares raising $500,000 total.

  • Shares subject to a four‑month‑plus‑one‑day hold period and TSX‑V approval; net proceeds earmarked for RTO transaction costs.

  • Lotus Advance – Secured Promissory Note:

  • Principal amount: $300,000.
  • Maturity: earlier of RTO closing or Jan 15 2026.
  • Interest: 10% per annum.
  • Optional conversion: note may be converted into shares at C$0.025 per share if not repaid before maturity, subject to TSX‑V approval.

  • Secured by a general security agreement in favor of Lotus.

  • Board Composition (post‑RTO): Anticipated directors include Heye Daun, Alan Friedman, and Jed Richardson – all with extensive mining and financing experience.

  • Management Team (post‑RTO):

  • Dave Underwood – Chief Executive Officer.
  • Carl Joone – President & Co‑founder.

  • Tony da Silva – Interim Chief Financial Officer.

  • Lotus Egypt Management: Continued leadership by Mike Silver (President) and Omar A. Nasser (Country Manager).

  • Updated Closing Timeline:

  • Annual General & Special Meeting rescheduled to Oct 20, 2025 (record date Sept 3, 2025).
  • Expected court order from B.C. Supreme Court around Oct 27, 2025.
  • Anticipated RTO closing on or about Oct 29, 2025.

Notable Quotes

  • David Underwood (incoming CEO): “We expect the transaction to close around the end of October 2025… building on the very strong foundation which Carl Joone and his Namibian team have successfully put together.”

Safe harbor statements omitted for brevity.

Read the original news release →

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