Great Quest closes RTO, changes name to Ongwe Minerals
Executive Summary
- Ongwe Minerals Inc. completed its reverse takeover of Lotus Gold Corp., resulting in Lotus becoming a wholly‑owned subsidiary and the issuance of 21,310,592 post‑consolidation Ongwe shares at a deemed price of $0.50 per share.
- The company closed two non‑brokered private placements: a $3 million placement by Lotus (exchanged for six million Ongwe shares) and a $1.85 million placement by Ongwe itself, issuing 3.7 million Ongwe shares at $0.50 each.
- Trading of Ongwe’s common shares on the TSX‑V is expected to resume under the new ticker OGW as early as February 12, 2026, pending final bulletin issuance.
Key Details
- RTO Structure:
- Effective 12:01 a.m. Vancouver time on Feb 9, 2026.
- Lotus shareholders received ~0.28 Ongwe share per Lotus share.
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Post‑completion ownership: former Great Quest Gold shareholders – 35.4%; former Lotus shareholders – 64.6% (non‑diluted).
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Share Issuance:
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Total post‑consolidation shares issued: 21,310,592 at $0.50 per share.
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Escrow & Lock‑up Arrangements:
- 6,147,366 Ongwe shares placed in escrow with Odyssey Trust Company; release on Tier 2 schedule per TSX‑V policy.
- 3,023,406 shares subject to seed‑share resale restrictions (20% released at final bulletin, then quarterly).
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3,938,981 shares under lock‑up: 20% released at 6 & 12 months, 30% at 18 & 24 months.
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Concurrent Private Placements:
- Lotus placement: $3 million gross proceeds; 21,184,720 Lotus shares issued and exchanged for six million Ongwe shares at $0.50 per share.
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Ongwe placement: $1.85 million gross proceeds; 3.7 million Ongwe shares issued at $0.50 per share, subject to a four‑month‑plus hold period.
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Use of Proceeds:
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Funding allocated to principal properties: the Khorixas Gold Project and the Eastern Desert Gold Project in Namibia.
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Trading Resumption:
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TSX‑V final bulletin expected around Feb 10, 2026; trading on a post‑consolidation basis anticipated at market open on Feb 12, 2026 under ticker OGW.
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Regulatory Notes:
- Related‑party participation in the RTO financing exempt from formal valuation and minority shareholder approval under MI 61‑101 due to transaction size (< $2.5 million) and company’s non‑specified market status.
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.” – Dave Underwood, Incoming CEO, Ongwe Minerals Inc.