Mr. Jed Richardson reports
GREAT QUEST (TO BE RENAMED ONGWE MINERALS) ANNOUNCES CONDITIONAL APPROVAL OF ANTICIPATED REVERSE TAKEOVER
Further to the news release dated Dec. 9, 2025, Great Quest Gold Ltd. has received conditional approval from the TSX Venture Exchange for the company's proposed reverse takeover transaction by Lotus Gold Corp. under the plan of arrangement comprising the reverse takeover (RTO), consolidation, name change and concurrent financing to raise gross proceeds of $4.85-million, as more fully described in the company's filing statement (as described below).
Following completion of the RTO, Lotus will become a wholly owned subsidiary of the resulting issuer, which will be renamed Ongwe Minerals Inc. and is anticipated to commence trading on the TSX Venture Exchange next week, subject to complying with the TSX-V conditions, under the trading symbol OGW.
Concurrent financing
The previously announced non-brokered private placements for aggregate gross proceeds of $4.85-million, of which all proceeds have been received, will close concurrently with the RTO and will comprise the issuance of 9.7 million common shares of the resulting issuer at an effective price of 50 cents per resulting issuer share.
The concurrent financing comprises: (i) a non-brokered private placement for gross proceeds of up to approximately $3-million by issuing six million common shares of Lotus, which will be exchanged for resulting issuer shares, which are thereby issued at an effective price of 50 cents per resulting issuer share in connection with the RTO transaction pursuant to the plan of arrangement that will not be subject to a four-month hold period under Canadian securities laws; and (ii) a non-brokered private placement for gross proceeds of up to approximately $1.85-million by issuing 3.7 million common shares of the resulting issuer at an effective price of 50 cents per resulting issuer share, which will be subject to a four-month hold under the policies of the TSX-V and Canadian securities laws.
The proceeds of the concurrent financing will be used for the resulting issuer's principal properties, being the Khorixas gold project in Namibia and the Eastern Desert gold project in Egypt, as described in the company's filing statement. There are no finders' fees payable in respect of the concurrent financing.
Filing statement
The company anticipates completing the transaction within approximately a week after the company files its filing statement for the transaction, prepared in accordance with the policies of the TSX-V. The common shares of the resulting issuer under the transaction are expected to be posted and listed for trading on the TSX-V under the trading symbol OGW next week and the company will announce a specific date later this week in consultation with the TSX-V. The transaction is subject to the company fulfilling the conditions of the TSX-V's conditional approval, which include customary conditions pursuant to the policies of the TSX-V. Further details of the transaction are described in the filing statement, which be available once filed on Great Quest's SEDAR+ profile.
Under the transaction, the company will change its name to Ongwe Minerals and consolidate its issued and outstanding common shares on the basis of one postconsolidation share for every 16 preconsolidation shares.
As of the date hereof, Great Quest has an aggregate of 186,674,661 shares issued and outstanding, on a non-diluted basis. Upon completion of the consolidation and the name change (and for certainty, without giving effect to the completion of the arrangement), an aggregate of 11,667,166 Ongwe shares will be issued and outstanding, on a non-diluted basis. Great Quest's authorized share capital will remain unchanged upon completion of the consolidation and all outstanding convertible securities of Great Quest will be adjusted accordingly in accordance with their terms in connection with the consolidation.
No fractional Ongwe shares will be issued in connection with the consolidation and, in the event a holder of Ongwe shares would otherwise be entitled to receive a fractional Ongwe share in connection with the consolidation, the number of Ongwe shares to be received by such shareholder will be rounded down to the nearest whole Ongwe share.
Upon completion of the consolidation and name change, the Cusip number and ISIN of the Ongwe shares will be changed to 682950 10 0 and CA 682950 10 0 7, respectively.
The consolidation and name change were approved by the board of directors of Great Quest in accordance with the Business Corporations Act (British Columbia) and the articles of Great Quest.
Letters of transmittal
Letters of transmittal with respect to the consolidation will be mailed to all registered shareholders of Great Quest. All registered Great Quest shareholders will be required to send their respective physical certificates representing the preconsolidation Great Quest shares along with a properly executed letter of transmittal to Great Quest's registrar and transfer agent, Odyssey Trust Company, in accordance with the instructions provided in the letter of transmittal. All Great Quest shareholders who submit a duly completed letter of transmittal along with their respective physical certificates representing the preconsolidation Great Quest shares to Odyssey, will receive physical certificates or direct registration system advices, as applicable, representing the Ongwe shares, in accordance with their instructions in the duly completed letter of transmittal.
Until surrendered, each physical certificate formerly representing Great Quest shares will be deemed for all purposes to represent the number of Ongwe shares to which the holder thereof is entitled as a result of the consolidation.
Great Quest shareholders who hold their Great Quest shares in brokerage accounts or in book-entry form are not required to complete a letter of transmittal; however, intermediaries (securities brokers, dealers, banks or financial institutions) may have different procedures for processing the consolidation than those put in place by Great Quest for registered Great Quest shareholders. If you hold Great Quest shares through an intermediary and have questions in this regard, you are encouraged to contact your intermediary.
We seek Safe Harbor.
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