Great Quest closes RTO, changes name to Ongwe Minerals

Executive Summary

• Ongwe Minerals Inc. (formerly Great Quest Gold Ltd.) has closed its reverse takeover transaction with Lotus Gold Corp., resulting in Lotus becoming a wholly owned subsidiary of Ongwe.
• The transaction involved a statutory plan of arrangement where Ongwe acquired all outstanding shares of Lotus, with former Lotus shareholders holding approximately 64.6% of the post-transaction equity and former Great Quest Gold shareholders holding 35.4%.
• Concurrent financings totaling $4.85 million were closed, consisting of a $3 million non-brokered private placement from Lotus and a $1.85 million non-brokered private placement from Ongwe, with proceeds designated for the Khorixas and Eastern Desert gold projects.

Key Details

• Transaction Structure: The RTO was executed via a court-approved statutory plan of arrangement under the Business Corporations Act (British Columbia). The arrangement became effective at 12:01 a.m. Vancouver time on Feb. 9, 2026.
• Share Exchange Ratio: Each holder of a common share in Lotus received approximately 0.28 of an Ongwe share in exchange for each Lotus share held.
• Equity Ownership: Upon completion, former Lotus shareholders hold ~64.6% and former Great Quest Gold shareholders hold ~35.4% of the issued and outstanding Ongwe shares (non-diluted basis).
• Share Issuance: Ongwe issued a total of 21,310,592 post-consolidation shares at a deemed transaction price of $0.50 per share.
• Name Change & Consolidation: Effective post-market close on Feb. 9, 2026, the company changed its name to Ongwe Minerals Inc. and completed a 1:16 share consolidation.
• Trading Status: Trading remains halted pending the final bulletin from the TSX-V. Trading under the new symbol "OGW" is expected to commence on or about Feb. 12, 2026, subject to regulatory approval.
• Concurrent Financing 1 (Lotus): Lotus closed a non-brokered private placement for aggregate gross proceeds of $3 million by issuing 21,184,720 Lotus shares. These were immediately exchanged for 6 million Ongwe shares at an effective price of $0.50 per Ongwe share.
• Concurrent Financing 2 (Ongwe): Ongwe closed a non-brokered private placement for gross proceeds of $1.85 million by issuing 3.7 million Ongwe shares at an effective price of $0.50 per share.
• Use of Proceeds: Net proceeds from the concurrent financings will be used for Ongwe’s principal properties: the Khorixas gold project and the Eastern Desert gold project.
• Escrow Arrangements: An aggregate of 6,147,366 post-consolidation Ongwe shares are subject to a Tier 2 escrow release schedule with Odyssey Trust Company and certain directors/officers.
• Resale Restrictions: 3,023,406 post-consolidation Ongwe shares are subject to seed share resale restrictions (20% released on the date of the final bulletin and every three months thereafter).
• Lock-up Agreements: 3,938,981 post-consolidation Ongwe shares are subject to lock-up agreements, with 20% released at 6 and 12 months, and 30% released at 18 and 24 months from the effective time.
• Regulatory Exemptions: The company is exempt from formal valuation and minority shareholder approval requirements for insider participation in the RTO financing under Multilateral Instrument 61-101 (Sections 5.5(b) and 5.7(1)(b)).
• Management: Dave Underwood is the incoming CEO, working with technical founders Carl Joone and Harmen Potgieter. The team has a track record with Osino Resources, which discovered the Twin Hills gold project and was sold for $368 million in 2024.

Notable Quotes

• "We are delighted to have finally concluded the RTO and that Ongwe has thus been born as a new exciting gold explorer in Namibia. Working together with the highly accomplished technical founders team of Carl Joone and Harmen Potgieter, Ongwe Minerals represents the coming together of Namibian technical prowess, strong access to financing and capital markets traction, and the established track record of the founders of Osino Resources... Under the capable new leadership team, this group has the knowledge and experience, plus the drive and access to financing to again achieve success in gold exploration in Namibia." — Dave Underwood, Incoming CEO