Highlights:
- 16:1 Consolidation Ratio and Ensuing Issuer to alter title to “Ongwe Minerals Inc.”
- Shareholders of Nice Quest and Lotus approve RTO
- $3.5 Million Concurrent Financing at $0.50 per Share
Additional to the information launch dated September 3, 2025, Nice Quest Gold Ltd. (” Nice Quest ” or the ” Firm “) (TSX-V: GQ) hereby gives an replace relating to the proposed reverse takeover (the ” RTO “) transaction by Lotus Gold Company (” Lotus “) of Nice Quest.
Amending Settlement
Nice Quest has entered into an amending settlement dated October 22, 2025 (the ” Amending Settlement “) which amends the amended and restated association settlement dated September 1, 2025 with Lotus pursuant to which the events want to amend the next: (i) the consolidation ratio of the widespread shares of Nice Quest (” GQ Shares “) to 16-to-1 ; and (ii) the plan of association (the ” Plan of Association “) to incorporate the Concurrent Financing.
Following completion of the RTO, Lotus will turn out to be a wholly-owned subsidiary of the ensuing issuer (the ” Ensuing Issuer “) which will likely be renamed ” Ongwe Minerals Inc. ” and can, topic to approval of the TSX Enterprise Change, commerce on the TSX Ventures underneath the buying and selling image “OGW”. A replica of the Amending Settlement will likely be obtainable for overview underneath the Firm’s profile at www.sedarplus.ca.
Shareholder Approval
The Firm is happy to announce that on Monday October 20, 2025 the shareholders of Nice Quest and Lotus every overwhelming authorized the RTO. The shareholders of Nice Quest authorized the RTO by an odd shareholders decision of shareholders and the shareholders of Lotus authorized the RTO and Plan of Association by a particular decision of shareholders. Lotus will now search the ultimate courtroom order from the Supreme Courtroom of British Columbia to approve the Plan of Association topic to approval of the TSX Enterprise Change.
Concurrent Financing
The Firm and Lotus publicizes that they may full non-brokered personal placements (the ” Concurrent Financing “) for combination gross proceeds of as much as $3,500,000 which, after giving impact to the RTO, will comprise the issuance of seven,000,000 widespread shares of the Ensuing Issuer (the ” Ensuing Issuer Shares “) at an efficient value of $0.50 per Ensuing Issuer Share .
The Concurrent Financing is comprised of: (i) a non-brokered personal placement for gross proceeds of as much as roughly $3,000,000 by issuing 6,000,000 widespread shares of Lotus which will likely be exchanged for Ensuing Issuer Shares that are thereby issued at an efficient value of $0.50 per Ensuing Issuer Share in reference to the RTO transaction pursuant to the Plan of Association that won’t be topic to a 4 month maintain interval underneath Canadian securities legal guidelines; and (ii) a non-brokered personal placement for gross proceeds of as much as roughly $500,000 by issuing 1,000,000 widespread shares of the Ensuing Issuer at an efficient value of $0.50 per Ensuing Issuer Share, which will likely be topic to a 4 month maintain underneath the insurance policies of the TSX Enterprise Change (the “TSXV”) and Canadian securities legal guidelines.
The web proceeds of the Concurrent Financing will likely be used for the Ensuing Issuer’s principal properties being the Khorixas Gold Venture and the Jap Desert Gold Venture.
In reference to the Concurrent Financing, the Firm could pay finder’s charges in accordance with the insurance policies of the TSXV and relevant securities legal guidelines.
GQ Mali
Nice Quest (Barbados) Ltd., an entirely owned subsidiary of Nice Quest, will likely be disposing of all of its shares in Nice Quest Mali S.A., (“GQ Mali”) to Mali Minerals Ltd. Challenges within the nation of Mali and the character of the tasks made them extraneous to the RTO. The disposition of GQ Mali is a situation of closing the RTO with Lotus Gold. A share buy settlement with respect to this disposition is being finalized and is anticipated to be executed within the coming days. The transaction is an arm’s size transaction for the needs of the insurance policies of the TSX Enterprise Change (“TSXV”) and qualifies as an “Exempt Transaction” underneath TSXV Coverage 5.3. Nice Quest won’t be paying any finder charges in reference to the transaction.
On behalf of the board of administrators of Nice Quest Gold Ltd.:
“Jed Richardson”
Chief Govt Officer and Govt Chairman
Additional Info and Disclaimer
All data contained on this information launch with respect to Nice Quest and Lotus was provided by the events respectively, for inclusion herein, and every celebration and its administrators and officers have relied on the opposite celebration for any data regarding the different celebration.
Completion of the RTO is topic to quite a lot of situations, together with however not restricted to, TSXV acceptance and, if relevant, pursuant to the necessities of the TSXV, disinterested shareholder approval. The place relevant, the RTO can’t shut till any required shareholder approvals are obtained. There may be no assurance that the transaction will likely be accomplished as proposed or in any respect.
Traders are cautioned that, besides as disclosed within the administration data round or submitting assertion to be ready in reference to the RTO, any data launched or acquired with respect to the transaction might not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of a capital pool firm needs to be thought-about extremely speculative.
The TSX Enterprise Change has by no means handed upon the deserves of the RTO and has neither authorized nor disapproved the contents of this press launch.
Neither the TSX Enterprise Change nor its regulation companies supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Change) accepts duty for the adequacy or accuracy of this launch.
Cautionary Statements Concerning Ahead Trying Info
This information launch incorporates “forward-looking data” inside the that means of relevant securities legal guidelines referring to the proposal to finish the RTO and related transactions. Any such forward-looking statements could also be recognized by phrases resembling “expects”, “anticipates”, “believes”, “tasks”, “plans” and comparable expressions. Readers are cautioned to not place undue reliance on forward-looking statements. Statements about, amongst different issues, the completion and anticipated phrases of the RTO, the variety of securities of the Firm which may be issued in reference to the RTO, and financings, acquiring the requisite shareholder approval, Lotus’ strategic plans and the events’ potential to fulfill closing situations and obtain mandatory approvals, are all forward-looking data. These statements shouldn’t be learn as ensures of future efficiency or outcomes. Such statements contain identified and unknown dangers, uncertainties and different components that will trigger precise outcomes, efficiency or achievements to be materially completely different from these implied by such statements. Though such statements are primarily based on administration’s affordable assumptions, there may be no assurance that the Association (together with the title change and consolidation), or the Financings will happen or that, if the Association, and the Financings do happen, they are going to be accomplished on the phrases described above. Nice Quest and Lotus assume no duty to replace or revise forward-looking data to replicate new occasions or circumstances except required by relevant legislation.
View supply model on businesswire.com: https://www.businesswire.com/information/residence/20251023154229/en/
For extra data, please contact:
Nice Quest Gold Ltd.
Jed Richardson, Govt Chairman
Electronic mail: IR@greatquest.com
(647) 276-6002
Lotus Gold Company
Mike Silver, Interim CEO
Electronic mail: msilver@lotusgold.ca
(647) 235-1800
