Ongwe Minerals Announces Closing of Reverse Takeover and Concurrent Financing and Expected Date for Commencement of Trading

Core Viewpoint - Ongwe Minerals Inc. has successfully completed a reverse takeover (RTO) of Lotus Gold Corporation, marking its emergence as a new gold exploration company in Namibia [2][4][6]. Group 1: Reverse Takeover Details - The RTO was finalized on February 9, 2026, with Ongwe acquiring all outstanding shares of Lotus through a court-approved plan of arrangement [2][6]. - Each Lotus shareholder received approximately 0.28 Ongwe Shares for each Lotus Share held, resulting in former shareholders of Great Quest Gold Ltd. and Lotus holding approximately 35.4% and 64.6% of Ongwe Shares, respectively [6]. - A total of 21,310,592 post-Consolidation Ongwe Shares were issued at a deemed price of $0.50 per share [6][7]. Group 2: Trading and Financial Aspects - Trading of Ongwe Shares is currently halted, with expected resumption under the new symbol "OGW" on February 12, 2026, pending final acceptance from the TSXV [3]. - The company completed a concurrent financing of $4.85 million at $0.50 per share, which will support its principal properties, including the Khorixas Gold Project and the Eastern Desert Gold Project [7][12]. - Prior to the RTO, Lotus raised $3 million through a non-brokered private placement, which was exchanged for Ongwe Shares at the Effective Time [9]. Group 3: Leadership and Strategic Direction - Dave Underwood has been appointed as the CEO of Ongwe, emphasizing the company's commitment to gold exploration in Namibia, leveraging the expertise of its technical founders [4]. - The company aims to make significant gold discoveries in Namibia, having already consolidated a strategic land package and identified two major surface gold discoveries [4].