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Highlights:
- Arrangement Agreement amended to account for new ratio
- Resulting Issuer to be renamed Ongwe Minerals Inc. ("Ongwe")
- Resulting Issuer Board and Management to be reconstituted
- David Underwood (CEO), Carl Joone (President & Founder) and Tony da Silva (Interim CFO)
- Heye Daun, Alan Friedman and Jed Richardson to be appointed to Resulting Issuer Board
- Second Tranche of Great Quest Finance Closed
- Lotus advances loan to Great Quest
- GQ Circular expected to be mailed on September 10, final order anticipated October 27 and closing anticipated on October 29
Further to the news release dated June 27, 2025, Great Quest Gold Ltd. (" Great Quest " or the " Company ") (TSX-V: GQ) hereby provides an update regarding the proposed reverse takeover (the " RTO ") transaction by Lotus Gold Corporation (" Lotus ") of Great Quest.
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David Underwood, Ongwe's incoming CEO, commented as follows: " After the exploration success at Osino, where together with my former team we made 2 very significant, blind greenfields gold discoveries applying first principles thinking, a systematic exploration approach, and supported by strong financial backing from a group of top shareholders. We now look forward to replicating that success, building on the very strong foundation which Carl Joone, the co-founder of Ongwe, and his Namibian team, have successfully put together. Ongwe has a high quality and large-scale land package and has already delineated a number of very exciting anomalies and prospects which we intend to follow up on and expand, in addition to a large-scale, grassroots exploration program, on the rest of our portfolio. We expect the transaction to close around the end of October 2025. "
Amended and Restated Arrangement Agreement
Great Quest has entered into an amended and restated arrangement agreement dated September 1, 2025 (the " Amended and Restated Arrangement Agreement ") which amends and restates the arrangement agreement dated June 26, 2025 with Lotus pursuant to which the parties wish to amend the share exchange ratio. Following completion of the RTO, Lotus will become a wholly-owned subsidiary of the resulting issuer (the " Resulting Issuer ").
Pursuant to the Amended and Restated Arrangement Agreement, (i) Great Quest will now be able to have a working capital deficit and long term debt (excluding non-cash liabilities) of $260,000 on closing of the RTO; and (ii) the shareholders of Lotus will receive such number of common shares of the Resulting Issuer (the " RI Shares ") such that the former Lotus shareholders will own approximately 64.6% of the issued and outstanding RI Shares and the number of RI Shares held by the former shareholders of Great Quest will equal approximately 35.4%. In connection with the RTO, Great Quest will issue 11,365,665 RI Shares, on a post-consolidation basis of 30-to-1, to former holders of Lotus Shares as consideration for all of the issued and outstanding shares (the " Lotus Shares ") of Lotus valuing the Lotus Shares at CDN$8,524,248.
Name Change
Pursuant to the Amended and Restated Arrangement Agreement, Great Quest and Lotus have agreed that the Resulting Issuer will be renamed Ongwe Minerals Inc (the " Name Change "). The Name Change is subject to the approval of the board of directors of Great Quest and TSXV approval.
Financings:
Second Tranche Equity Finance
Further to its press releases of August 29, 2025, August 13, 2025 and July 14, 2025, the Company has closed the second and final tranche of its non-brokered private placement offering (the " Offering ") by issuing 8,440,000 common shares (the " Shares ") of the Company raising gross proceeds of CDN$211,000. Great Quest has now raised aggregate gross proceeds of CDN$500,000 pursuant to the Offering by issuing an aggregate of 20,000,000 Shares. All of the Shares issued pursuant to the Offering will be subject to a hold period of four months and a day from the date of issuance and subject to the approval of the TSX Venture Exchange (the " TSXV ") and the net proceeds of the Offering will be used for transaction costs associated with the RTO.
Lotus Advance
Lotus has agreed to loan Great Quest the amount of CDN$300,000 pursuant to a secured promissory note (the " Note ") maturing on the earlier of the closing of the RTO or January 15, 2026 (the " Maturity Date "). The proceeds of the advance will be used to expedite exploration in Namibia and as working capital. The Promissory Note accrues interest at a rate of 10% per annum and if the Note is not repaid prior to the Maturity Date, Lotus may elect to convert the total amount of the Note into Shares at the deemed price of CDN$0.025 per Share subject to the approval of the TSXV. The Note is secured by a general security agreement form Great Quest in favour of Lotus.
Resulting Issuer Board and Management
Upon completion of the RTO, it is anticipated that the directors of the Resulting Issuer shall consist of the following persons:
Heye Daun , Director
Heye Daun is a Namibian-born mining engineer with a long history of mining value creation in Namibia. Together with his business partner Alan Friedman he has founded, financed, advanced and divested a number of successful mining projects in Namibia. Since the end of 2024 he is the President & CEO of Koryx Copper Inc., which is developing the large-scale Haib Copper Project in Namibia. Between 2016 and 2024 he was the co-founder and former President & CEO of Osino Resources Corp. and led the sale of Osino to Shanjin International Gold Co. Ltd. (formerly Yintai Gold Co., Ltd.) for CDN$368m. Before that he was the co-founder of Auryx Gold Corp. which advanced the Otjikoto gold project in Namibia until its sale to B2 Gold Corp for US$160m in 2011. He was also instrumental in the formation of Lumina Gold Corp. through the C$200m merger of Ecuador Gold & Copper Corp. with Ross Beaty's Odin Mining, thereby forming Lumina Gold. Lumina Gold was recently acquired by China Molybdenum Co. Ltd. (SHA: CMOC) for CDN$581m. Heye is a mining engineer and MBA and has extensive experience in mine operations, working for Rio Tinto, AngloGold-Ashanti and Gold Fields, and stints in mining finance with South Africa's Nedbank Capital and Old Mutual Investment Group. Heye is a Director and also co-founder of Lotus.
Alan Friedman , Director
Alan Friedman is a Canadian former South African-trained lawyer and public markets entrepreneur with significant success in a range of sectors including the resource sector. As a result of being involved with North American public markets for over 25 years, Alan has played an integral role in the financings and go-public transactions for many resource companies onto Toronto Stock Exchange and AIM. He is also on the Senior Board of Advisors of the Canada-Africa Chamber of Business. Alan is a Co-founder and is or was on the Boards of TSXV-listed Auryx Gold Corp. and Osino Resources Corp. (both successfully sold); Eco (Atlantic) Oil and Gas Ltd., and is a Director and co-founder of Lotus.
Jed Richardson , Director
Jed Richardson brings a wealth of experience in the mining and financial sectors. He has worked as a Research Associate at RBC Capital Markets and as a Research Analyst at Cormark/Sprott Securities, in addition to serving as a Mining Engineer for Alcan Aluminum. Holding a B.A.Sc. in Mineral and Geological Engineering from the University of Toronto, Jed has also served as Vice-President of Corporate Development for Amazon Mining. Joining Great Quest's Board in 2010, he was appointed President & CEO in 2013, transitioning to the role of Executive Vice-Chairman in 2024. Jed is currently the CEO of Trigon metals, responsible for restarting the Kombat Mine in Namibia, and exploring for silver and copper in Morocco. His expertise in capital markets and mineral exploration will add significant value to the Resulting Issuer's management.
Ongwe Management
Upon completion of the RTO, it is anticipated that the management of the Resulting Issuer shall consist of the following key individuals :
Dave Underwood , Chief Executive Officer
Dave Underwood has 30 years of broad exploration experience in Africa and other parts of the world acting in executive and senior technical roles for major and junior exploration and mining companies. He was the VP Exploration of Osino Resources Corp. in Namibia between January 2017 and August 2024, and lead the pioneering greenfields discovery, through thick cover, of Osino's +3moz Twin Hills gold deposit in Namibia (in construction) and thereafter Osjno's high-grade, blind Eureka discovery, also in Namibia. Since June 2020, Mr. Underwood has been a technical advisor for Lotus. He was a co-founder of BHK Mining Corp., where he served as VP Exploration from 2014 to 2015, operating in Gabon. Between 2008 and 2013, Mr. Underwood has held roles with Newmont Mining Corporation, AngloGold Ashanti Limited and Anglo American, focused throughout Africa, as well as various consulting assignments including for RoxGold in Burkina Faso. He has a BSc (Hons) degree, is a Fellow of the Society of Economic Geology, and is a Registered Professional Scientist with the South African Council for Natural Scientific Professions.
Carl Joone , President and Co-Founder
Carl is a Namibian-born geologist with over a decade of gold and base metal exploration experience in Southern Africa. Together with his Namibian business partner Harmen Potgieter, they co-founded Belmont Mineral Exploration, a private Namibian exploration company, which over a period of three years consolidated a major licenses position, raised private finance, executed a significant and systematic, systems-driven exploration program which has already resulted in a number of gold discoveries which now form the asset base of the company. Carl holds an Honours degree in Applied Geology from Stellenbosch University and an MBA and began his career at AngloGold Ashanti's Navachab Gold Mine in Namibia. Carl is a Registered Professional Scientist with the South African Council for Natural Scientific Professions.
Tony da Silva , Interim Chief Financial Officer
Tony da Silva has been consulting to Lotus in the capacity of Chief Financial Officer since August 2020. He had been the Finance Director of the subsidiary companies of Osino Resources Corp. in Namibia since 2017, and as of March 2021, was appointed as the Chief Financial Officer of Osino Resources Corp., a gold exploration company previously listed on the TSXV with its corporate head office in Vancouver, Canada. He was part of the executive team responsible for the listing of Osino Resources Corp. on the TSXV and was an integral member of the management team as the point person on all equity raising initiatives for Osino. Osino was subsequently sold in 2024 to Shanzin International. Tony has been a key member in setting up the corporate structure of Lotus, managing all aspects of the financial administration and reporting responsibilities and working with its CEO in anticipation of listing Lotus Gold in the foreseeable future via RTO. Tony has a BCompt., BCom. (Hons) degree, and is a Registered Chartered Accountant in South Africa (CA(SA)) since 2004.
Lotus Egypt Management
Management of Lotus Gold Corporation Egypt (" Lotus Egypt "), a wholly-owned subsidiary of Lotus, is anticipated to continue to consist of the following persons:
Mike Silver , President of Lotus Egypt
Mike Silver co-founded Lotus Gold. He has over 20 years of resource sector experience, including advising, structuring, and executing on many value-enhancing transactions across a full array of product groups and commodities. Previously, Mike led HSBC's Americas mining advisory franchise. Prior to HSBC, he held similar roles at other resource focused investment banks. Mike has an MBA from RSM Erasmus University (Netherlands), and a BComm from Dalhousie University (Canada).
Omar Nasser , Country Manager of Lotus Egypt
Omar A. Nasser co-founded Lotus Gold. He is also founder of NPC, where he grew it to become one of Egypt's leading oil and gas upstream exploration and production companies. Omar has 23 years' experience in financing and operating companies in the Egyptian resource sector. Omar holds an MBA from the University of Chicago Booth School of Business and a Bachelor of Arts from York University.
Updated Closing Timeline
GQ has rescheduled its annual general and special meeting to held on October 20, 2025 with a record date of September 3, 2025. In connection with the RTO, which will be completed by way of a court-ordered plan of arrangement pursuant to the Amended and Restated Arrangement Agreement, Lotus anticipates obtaining a final order from the British Columbia Supreme Court on or about October 27, 2025. On this basis, GQ and Lotus anticipate closing the RTO on or about October 29, 2025.
On behalf of the board of directors of Great Quest Gold Ltd.:
"Jed Richardson"
Chief Executive Officer and Executive Chairman
Further Information and Disclaimer
All information contained in this news release with respect to Great Quest and Lotus was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the RTO is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the RTO cannot close until any required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the RTO, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the RTO and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statements Regarding Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the RTO and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the RTO, the number of securities of the Company that may be issued in connection with the RTO, and financings, obtaining the requisite shareholder approval, Lotus' strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Arrangement (including the name change and consolidation), or the Financings will occur or that, if the Arrangement, and the Financings do occur, they will be completed on the terms described above. Great Quest and Lotus assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250903494334/en/
For more information, please contact:
Great Quest Gold Ltd.
Jed Richardson, Executive Chairman
Email: IR@greatquest.com
(647) 276-6002
Lotus Gold Corporation
Mike Silver, Interim CEO
Email: msilver@lotusgold.ca
(647) 235-1800
