Great Quest, Lotus Gold amend share exchange ratio

Mr. Jed Richardson reports GREAT QUEST GOLD PROVIDES UPDATE REGARDING PROPOSED REVERSE TAKEOVER TRANSACTION WITH LOTUS GOLD Further to the news release dated June 27, 2025, Great Quest Gold Ltd. has provided an update regarding the proposed reverse takeover transaction by Lotus Gold Corp. of Great Quest. David Underwood, Ongwe's incoming chief executive officer, commented as follows: "After the exploration success at Osino, where, together with my former team, we made two very significant, blind greenfields gold discoveries applying first principles thinking, a systematic exploration approach and supported by strong financial backing from a group of top shareholders. We now look forward to replicating that success, building on the very strong foundation which Carl Joone, the co-founder of Ongwe, and his Namibian team have successfully put together. Ongwe has a high-quality and large-scale land package, and has already delineated a number of very exciting anomalies and prospects which we intend to follow up on and expand, in addition to a large-scale, grassroots exploration program, on the rest of our portfolio. We expect the transaction to close around the end of October, 2025." Amended and restated arrangement agreement Great Quest has entered into an amended and restated arrangement agreement dated Sept. 1, 2025, which amends and restates the arrangement agreement dated June 26, 2025, with Lotus, pursuant to which the parties wish to amend the share exchange ratio. Following completion of the RTO, Lotus will become a wholly owned subsidiary of the resulting issuer. Pursuant to the amended and restated arrangement agreement: (i) Great Quest will be able to have a working capital deficit and long-term debt (excluding non-cash liabilities) of $260,000 on closing of the RTO; and (ii) the shareholders of Lotus will receive such number of common shares of the resulting issuer such that the former Lotus shareholders will own approximately 64.6 per cent of the issued and outstanding RI shares and the number of RI shares held by the former shareholders of Great Quest will equal approximately 35.4 per cent. In connection with the RTO, Great Quest will issue 11,365,665 RI shares, on a postconsolidation basis of one for 30, to former holders of Lotus shares as consideration for all of the issued and outstanding shares of Lotus valuing the Lotus shares at $8,524,248. Name change Pursuant to the amended and restated arrangement agreement, Great Quest and Lotus have agreed that the resulting issuer will be renamed Ongwe Minerals Inc. The name change is subject to the approval of the board of directors of Great Quest and TSX Venture Exchange approval. Financings Second tranche equity finance Further to the press releases of Aug. 29, 2025, Aug. 13, 2025, and July 14, 2025, the company has closed the second and final tranche of its non-brokered private placement offering by issuing 8.44 million common shares of the company, raising gross proceeds of $211,000. Great Quest has raised aggregate gross proceeds of $500,000 pursuant to the offering by issuing an aggregate of 20 million shares. All of the shares issued pursuant to the offering will be subject to a hold period of four months and a day from the date of issuance and subject to the approval of the TSX Venture Exchange, and the net proceeds of the offering will be used for transaction costs associated with the RTO. Lotus advance Lotus has agreed to loan Great Quest the amount of $300,000 pursuant to a secured promissory note maturing on the earlier of the closing of the RTO or Jan. 15, 2026. The proceeds of the advance will be used to expedite exploration in Namibia and as working capital. The promissory note accrues interest at a rate of 10 per cent per annum, and, if the note is not repaid prior to the maturity date, Lotus may elect to convert the total amount of the note into shares at the deemed price of 2.5 cents per share subject to the approval of the TSX-V. The note is secured by a general security agreement form Great Quest in favour of Lotus. Resulting issuer board and management Upon completion of the RTO, it is anticipated that the directors of the resulting issuer shall consist of the following persons. Heye Daun, director Mr. Daun is a Namibian-born mining engineer with a long history of mining value creation in Namibia. Together with his business partner Alan Friedman, he has founded, financed, advanced and divested a number of successful mining projects in Namibia. Since the end of 2024, he is the president and chief executive officer of Koryx Copper Inc., which is developing the large-scale Haib copper project in Namibia. Between 2016 and 2024, he was the co-founder and former president and chief executive officer of Osino Resources Corp. and led the sale of Osino to Shanjin International Gold Co. Ltd. (formerly Yintai Gold Co. Ltd.) for $368-million. Before that, he was the co-founder of Auryx Gold Corp., which advanced the Otjikoto gold project in Namibia until its sale to B2Gold Corp. for $160-million (U.S.) in 2011. He was also instrumental in the formation of Lumina Gold Corp. through the $200-million merger of Ecuador Gold and Copper Corp. with Ross Beaty's Odin Mining, thereby forming Lumina Gold. Lumina Gold was recently acquired by China Molybdenum Co. Ltd. for $581-million. Mr. Daun is a mining engineer, holds an MBA, and has extensive experience in mine operations, working for Rio Tinto, AngloGold-Ashanti Ltd. and Gold Fields, and stints in mining finance with South Africa's Nedbank Capital and Old Mutual Investment Group. He is a director and also co-founder of Lotus. Alan Friedman, director Mr. Friedman is a Canadian former South African-trained lawyer and public market entrepreneur with significant success in a range of sectors including the resource sector. As a result of being involved with North American public markets for over 25 years, he has played an integral role in the financings and go-public transactions for many resource companies onto Toronto Stock Exchange and Alternative Investment Market. He is also on the senior board of advisers of the Canada-Africa Chamber of Business. He is a co-founder, is or was on the boards of TSX Venture Exchange-listed Auryx Gold Corp. and Osino Resources (both sold) and Eco (Atlantic) Oil & Gas Ltd., and is a director and co-founder of Lotus. Jed Richardson, director Mr. Richardson brings a wealth of experience in the mining and financial sectors. He has worked as a research associate at RBC Capital Markets and as a research analyst at Cormark/Sprott Securities, in addition to serving as a mining engineer for Alcan Aluminum. Holding a BASc in mineral and geological engineering from the University of Toronto, he has also served as vice-president of corporate development for Amazon Mining. Joining Great Quest's board in 2010, he was appointed president and chief executive officer in 2013, transitioning to the role of executive vice-chairman in 2024. He is currently the CEO of Trigon Metals, responsible for restarting the Kombat mine in Namibia and exploring for silver and copper in Morocco. His expertise in capital markets and mineral exploration will add significant value to the resulting issuer's management. Ongwe management Upon completion of the RTO, it is anticipated that the management of the resulting issuer shall consist of the following key individuals. Dave Underwood, chief executive officer Mr. Underwood has 30 years of broad exploration experience in Africa and other parts of the world acting in executive and senior technical roles for major and junior exploration and mining companies. He was the vice-president, exploration, of Osino Resources Corp. in Namibia between January, 2017, and August, 2024, and led the pioneering greenfield discovery, through thick cover, of Osino's three-million-ounce Twin Hills gold deposit in Namibia (in construction) and thereafter Osino's high-grade, blind Eureka discovery, also in Namibia. Since June, 2020, Mr. Underwood has been a technical adviser for Lotus. He was a co-founder of BHK Mining Corp., where he served as VP, exploration, from 2014 to 2015, operating in Gabon. Between 2008 and 2013, Mr. Underwood held roles with Newmont Mining Corp., AngloGold Ashanti and Anglo American, focused throughout Africa, as well as various consulting assignments including for RoxGold in Burkina Faso. He has a BSc (honours) degree, is a fellow of the Society of Economic Geology and is a registered professional scientist with the South African Council for Natural Scientific Professions. Carl Joone, president and co-founder Mr. Joone is a Namibian-born geologist with over a decade of gold and base metal exploration experience in Southern Africa. Together with his Namibian business partner Harmen Potgieter, they co-founded Belmont Mineral Exploration, a private Namibian exploration company, which over a period of three years consolidated a major licence position, raised private finance, executed a significant and systematic, and system-driven exploration program, which has already resulted in a number of gold discoveries, which now form the asset base of the company. He holds an honours degree in applied geology from Stellenbosch University and an MBA, and began his career at AngloGold Ashanti's Navachab gold mine in Namibia. He is a registered professional scientist with the South African Council for Natural Scientific Professions. Tony da Silva, interim chief financial officer Mr. da Silva has been consulting to Lotus in the capacity of chief financial officer since August, 2020. He had been the finance director of the subsidiary companies of Osino Resources in Namibia since 2017, and, as of March, 2021, was appointed as the chief financial officer of Osino Resources, a gold exploration company previously listed on the TSX-V with its corporate head office in Vancouver, Canada. He was part of the executive team responsible for the listing of Osino Resources on the TSX-V and was an integral member of the management team as the point person on all equity raising initiatives for Osino. Osino was subsequently sold in 2024 to Shanzin International. He has been a key member in setting up the corporate structure of Lotus, managing all aspects of the financial administration and reporting responsibilities, and working with its CEO in anticipation of listing Lotus Gold in the foreseeable future through an RTO. He has a BCompt and a BCom (honours) degree, and is a registered chartered accountant in South Africa (CA(SA)) since 2004. Lotus Gold Corp. Egypt management Management of Lotus Egypt, a wholly owned subsidiary of Lotus, is anticipated to continue to consist of the following persons. Mike Silver, president of Lotus Egypt Mr. Silver co-founded Lotus Gold. He has over 20 years of resource sector experience, including advising, structuring and executing on many value-enhancing transactions across a full array of product groups and commodities. Previously, he led HSBC's Americas mining advisory franchise. Prior to HSBC, he held similar roles at other resource-focused investment banks. He has an MBA from RSM Erasmus University (Netherlands) and a BComm from Dalhousie University (Canada). Omar A. Nasser, country manager of Lotus Egypt Mr. Nasser co-founded Lotus Gold. He is also founder of NPC, where he built it to become one of Egypt's leading oil and gas upstream exploration and production companies. He has 23 years experience in financing and operating companies in the Egyptian resource sector. He holds an MBA from the University of Chicago Booth School of Business and a bachelor of arts from York University. Updated closing timeline Great Quest has rescheduled its annual general and special meeting to held on Oct. 20, 2025, with a record date of Sept. 3, 2025. In connection with the RTO, which will be completed by way of a court-ordered plan of arrangement pursuant to the amended and restated arrangement agreement, Lotus anticipates obtaining a final order from the B.C. Supreme Court on or about Oct. 27, 2025. On this basis, Great Quest and Lotus anticipate closing the RTO on or about Oct. 29, 2025. We seek Safe Harbor.