Great Quest receives conditional TSX-V OK for RTO

Executive Summary

• Great Quest Gold Ltd. has received conditional approval from the TSX Venture Exchange for a reverse takeover transaction by Lotus Gold Corp., which will result in the company being renamed Ongwe Minerals Inc.
• The transaction includes a consolidation of shares (1-for-16) and a concurrent non-brokered private placement raising gross proceeds of $4.85 million.
• The resulting entity, Ongwe Minerals, is expected to commence trading on the TSX Venture Exchange under the symbol OGW next week, subject to fulfilling TSX-V conditions.

Key Details

• Transaction Structure: Reverse takeover (RTO) of Great Quest Gold Ltd. by Lotus Gold Corp., comprising the RTO, share consolidation, name change to Ongwe Minerals Inc., and concurrent financing.
• Conditional Approval: Received from the TSX Venture Exchange further to the news release dated Dec. 9, 2025.
• Concurrent Financing:
  • Total Gross Proceeds: $4.85 million (all proceeds received).
  • Effective Price: 50 cents per resulting issuer share.
  • Total Shares Issued: 9.7 million common shares.
  • Component 1: Non-brokered private placement for up to ~$3 million via issuance of 6 million common shares of Lotus (exchanged for resulting issuer shares); not subject to a four-month hold period.
  • Component 2: Non-brokered private placement for up to ~$1.85 million via issuance of 3.7 million common shares of the resulting issuer; subject to a four-month hold under TSX-V and Canadian securities laws.
  • Use of Proceeds: Principal properties, specifically the Khorixas gold project in Namibia and the Eastern Desert gold project in Egypt.
  • Fees: No finders' fees payable.
• Share Consolidation:
  • Ratio: 1 post-consolidation share for every 16 pre-consolidation shares.
  • Pre-Consolidation Shares: 186,674,661 shares issued and outstanding.
  • Post-Consolidation Shares: 11,667,166 Ongwe shares issued and outstanding (non-diluted basis, excluding arrangement effects).
  • Fractional Shares: No fractional shares issued; amounts rounded down to the nearest whole share.
• Trading Information:
  • New Name: Ongwe Minerals Inc.
  • Trading Symbol: OGW.
  • Exchange: TSX Venture Exchange.
  • Expected Trading Start: Next week (specific date to be announced later in the week).
  • CUSIP: 682950 10 0.
  • ISIN: CA 682950 10 0 7.
• Administrative Details:
  • Letters of transmittal will be mailed to registered shareholders for surrender of physical certificates to Odyssey Trust Company.
  • Shareholders with book-entry/brokerage accounts are not required to submit letters of transmittal but should consult their intermediaries.
  • Authorized share capital remains unchanged; convertible securities adjusted accordingly.

Notable Quotes

• None explicitly quoted in the text.