Mr. Dave Underwood reports

ONGWE MINERALS ANNOUNCES CLOSING OF REVERSE TAKEOVER AND CONCURRENT FINANCING AND EXPECTED DATE FOR COMMENCEMENT OF TRADING

Further to the news release dated Feb. 3, 2026, Ongwe Minerals Inc., formerly Great Quest Gold Ltd., has closed its previously announced reverse takeover (RTO) transaction of Ongwe by Lotus Gold Corp. by way of a statutory plan of arrangement, pursuant to which Ongwe has acquired all of the issued and outstanding common shares of Lotus by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and Lotus became a wholly owned subsidiary of the company. Trading of the common shares of Ongwe continues to be halted and final acceptance by the TSX-V of the RTO will occur upon the issuance of the final bulletin in respect of the RTO by the TSX-V, which is expected as early as on or about Feb. 10, 2026. Subject to the issuance of the final bulletin, trading on a postconsolidation (as defined below) basis will commence on the TSX-V under the new trading symbol OGW as early as at the opening of trading on Feb. 12, 2026. The final bulletin issued by the TSX-V will confirm the date that trading will commence.

Dave Underwood, Ongwe's incoming chief executive officer, stated: "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, who are also principals and major shareholders of Ongwe Minerals (Osino was founded in 2015, discovered the 3.5-million-ounce Twin Hills gold project in 2019 and was sold to ShanjinGold International for $368-million in 2024). 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. Having already consolidated a highly strategic land package and delineated two major surface gold discoveries, and with drill rigs currently being mobilized, Ongwe is looking to quickly make its mark with the aim of making another major gold discovery in this emerging new gold belt in Namibia, book ended and on-trend with the successful WIA Gold, Osino Resources and B2Gold."

Name change and consolidation

Prior to the completion of the arrangement and with effect as of postmarket close on Feb. 9, 2026, Ongwe completed its previously announced name change to Ongwe Minerals and the 1:16 consolidation, further details of which are set forth in its news release of Feb. 3, 2026.

The RTO

The arrangement became effective as of 12:01 a.m. Vancouver time on Feb. 9, 2026. As a result, and in accordance with the terms of the arrangement agreement dated June 26, 2025, as amended on Sept. 1, 2025, and Oct. 22, 2025, between the company and Lotus, each holder of a common share in the capital of Lotus received approximately 0.28 of an Ongwe share in exchange for each Lotus share held. Immediately upon completion of the arrangement, former shareholders of Great Quest Gold and former shareholders of Lotus held approximately 35.4 per cent and 64.6 per cent, respectively, of the issued and outstanding Ongwe shares (on a non-diluted basis), and Lotus became a wholly owned subsidiary of Ongwe. Pursuant to the arrangement, the company issued a total of 21,310,592 postconsolidation Ongwe shares at deemed transaction price of 50 cents per Ongwe share. Following filing of the filing statement (as described below), the company obtained written approval of the company's shareholders approving the arrangement and related transactions, including the name change, consolidation, RTO and the concurrent financings pursuant to the policies of the TSX-V.

As part of the RTO:

• The company entered into an escrow agreement with Odyssey Trust Company and certain directors and officers of the company providing for the escrow of an aggregate of 6,147,366 Ongwe shares, on a postconsolidation, to be released on a Tier 2 escrow release schedule in accordance with the TSX-V policies.
• An aggregate of 3,023,406 postconsolidation Ongwe shares will be subject to seed share resale restrictions in accordance with the TSX-V policies, with 20 per cent released on the date of the final bulletin and every three months thereafter.
• An aggregate of 3,938,981 postconsolidation Ongwe shares will be subject to lock-up agreements, with 20 per cent released at six and 12 months from the effective time, and 30 per cent released 18 and 24 months from the effective time.

Further information regarding the RTO is available in the filing statement of the company, dated Feb. 3, 2026, which can be accessed on-line on the company's SEDAR+ profile.

Concurrent financings

Immediately prior to the effective time, Lotus closed its previously announced non-brokered private placement for aggregate gross proceeds of $3-million by way of the issuance of 21,184,720 Lotus shares, which was immediately exchanged for six million Ongwe shares at the effective time at an effective price of 50 cents per Ongwe share.

All of the Ongwe shares issued in exchange for the Lotus shares issued pursuant to the RTO financing are free trading other than those issued to those subscribers who are subject to terms of lock-ups.

Immediately after the effective time, Ongwe closed its previously announced non-brokered private placement for gross proceeds of $1.85-million by issuing 3.7 million Ongwe shares at an effective price of 50 cents per Ongwe share, which will be subject to a hold period of four months and a day under the policies of the TSX-V and Canadian securities laws.

The net proceeds of the concurrent financings will be used for Ongwe's principal properties being the Khorixas gold project and the Eastern Desert gold project.

Subject to regulatory approval, the participation of the company's directors or officers or other insiders in the RTO financing would be considered a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transaction. The company is exempt from the requirements to obtain formal valuation and minority shareholder approval in connection with the insiders' participation in the RTO financing in reliance, respectively, on Section 5.5(b) of MI 61-101 as the company is not listed on a specified market and on Section 5.7(1)(b) of MI 61-101 as a distribution of securities for cash not exceeding $2.5-million, which is approved by independent directors. The RTO financing is not expected to result in the creation of a new control person of the company. To the company's knowledge, there is no material information concerning the company or its securities that has not been generally disclosed.

We seek Safe Harbor.