The Arrangement became effective as of 12:01 am (Vancouver time) on February 9, 2026 (the “Effective Time“). As a result, and in accordance with the terms of the arrangement agreement dated June 26, 2025, as amended on September 1, 2025 and October 22, 2025 between the Company and Lotus, each holder of a common share in the capital of Lotus (a “Lotus Share“) 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 Ltd. and former shareholders of Lotus (“Lotus Shareholders“) held approximately 35.4% and 64.6%, 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 post-Consolidation Ongwe Shares at deemed transaction price of $0.50 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 TSXV.





