Great Quest Gold Ltd. has secured shareholder approval for its reverse takeover by Lotus Gold Corporation, alongside a C$3.5 million concurrent financing that will fund exploration at the company’s Khorixas Gold Project in Namibia and the Eastern Desert Gold Project in Egypt.
The transaction will culminate in the creation of a new Africa-focused exploration company, Ongwe Minerals Inc., to be listed on the TSX Venture Exchange.
Under the revised merger terms, Great Quest will consolidate its common shares on a 16-to-1 ratio before closing. Once completed, Lotus will become a wholly owned subsidiary of the resulting issuer, which will trade under the symbol OGW, pending regulatory and court approvals.
Shareholders of both companies overwhelmingly endorsed the arrangement on 20 October 2025. Great Quest shareholders approved the reverse takeover by ordinary resolution, while Lotus shareholders passed the plan of arrangement by special resolution.
Lotus will now seek a final court order from the Supreme Court of British Columbia to finalise the process.
The C$3.5 million financing, priced at C$0.50 per share, includes a C$3 million placement through Lotus—6 million shares to be exchanged for Ongwe Minerals stock on closing—and a further C$0.5 million by the resulting issuer.
The Lotus tranche will not be subject to a hold period, while the issuer placement will be subject to the standard four-month restrictions under TSX Venture policies.
In parallel, Great Quest (Barbados) Ltd. will divest its Malian subsidiary, Great Quest Mali S.A., to Mali Minerals Ltd. The sale, classified as an arm’s-length exempt transaction under TSX Venture Policy 5.3, is a closing condition of the RTO and marks Great Quest’s strategic withdrawal from Mali amid persistent operational challenges there.
Upon completion, Ongwe Minerals Inc. will emerge as a restructured, well-capitalised explorer targeting gold assets in Namibia and Egypt, with development of the Khorixas prospect expected to anchor its next phase of growth.
