ONGWE MINERALS INC (Formerly Great Quest Gold Ltd.) Management's Discussion and Analysis For the years ended December 31, 2025 and 2024
This management's discussion and analysis ("MD&A"), dated April 29, 2026 provides an analysis of our financial situation which will enable the reader to evaluate important variations in our financial situation for the year ended December 31, 2025, compared to the year ended December 31, 2024. This report prepared as at April 29, 2026 intends to complement and supplement our audited consolidated financial statements (the "financial statements") as at December 31, 2025 which have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB"). This report should be read in conjunction with the Audited Company's financial statements and accompanying notes for the year ended December 31, 2025 and 2024.
Our consolidated financial statements and the management's discussion and analysis are intended to provide a reasonable base for the investor to evaluate our financial situation.
Our consolidated financial statements have been prepared using accounting policies consistent with IFRS. All dollar amounts contained in this MD&A are expressed in Canadian dollars, unless otherwise specified.
DESCRIPTION OF THE CORPORATIONOngwe Minerals Inc. (formerly Great Quest Gold Ltd.) ("Ongwe" or the "Company") is a resource development company whose principal business activities include the acquisition, exploration and development of minerals in Namibia. On June 4, 2024, the Company changed its name from Great Quest Fertilizer Ltd. to Great Quest Gold Ltd. On February 9, 2026, the Company completed a reverse takeover transaction (the "RTO") by way of a statutory plan of arrangement with Lotus Gold Corporation ("Lotus Gold"), pursuant to which Lotus Gold became a wholly-owned subsidiary of the Company. In connection with the RTO, the Company changed its name from Great Quest Gold Ltd. to Ongwe Minerals Inc. The Company's shares are trading on the TSX Venture Exchange under the symbol "OGW" and on the Namibia Securities Exchange under the symbol "ONG". The Company's registered office is located at 1890-1075 West Georgia Street, Vancouver, British Columbia, Canada, V6E 3C9.
The Company, through its investment in Belmont Mineral Exploration (Pty) Limited ("Belmont") holds a portfolio of gold and lithium resource projects located in Namibia (Belmont, Omatjete, and Outjo). Management of financing, cash, and investments in resource companies is conducted from the Company's head office in Canada. Pursuant to an assignment and assumption agreement dated December 21, 2023, the Company may acquire up to a 70% interest in Belmont through staged exploration expenditures. The Company acquired an initial 25% interest in July 2024 upon meeting the initial funding requirements and, subsequent to year-end (December 31, 2025), increased its ownership to 51% by completing an additional US$1.4 million exploration expenditure commitment. Belmont holds, directly or through option agreements, 16 exclusive prospecting licenses covering approximately 3,590 km² across the Company's three key project areas: the Khorixas Gold Project, the Omatjete Gold and Lithium Project, and the Outjo Gold Project.
Corporate direction of the Company's exploration activities in Mali was carried out through the Company's wholly owned subsidiary, Great Quest (Barbados) Limited, which owned Great Quest Mali SA ("GQ Mali"). On December 31, 2025, Great Quest (Barbados) Ltd. disposed all of its shares of GQ Mali for nominal value.
Additional information about the Company has been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR+") under the Company's profile at https://www.sedarplus.ca and is available online on the Company's website at ongweminerals.com. The Company's common shares ("Common Shares") are listed on the TSX Venture Exchange under the symbol "OGW".
FORWARD LOOKING STATEMENTS:Where we say "we", "us", "our", the "Company", we mean Ongwe Minerals Inc., as it may apply.
This management discussion and analysis may contain forward-looking statements in respect of various matters including upcoming events and include without limitation, statements regarding discussions of the Company's business strategy, future plans, projections, objectives, estimates and forecasts and statements as to management's expectations with respect to, among other things, the development of the Company's project. These forward-looking statements involve numerous risks and uncertainties and actual results may vary. Important factors that may cause actual results to vary include without limitation, certain transactions, certain approvals, changes in commodity prices, risks inherent in exploration results, timing and success, inaccurate geological and metallurgical assumptions (including with respect to the size, grade and recoverability of mineral reserves and mineral resources), delays in the receipt of government approvals, and changes in general economic conditions or conditions in the financial markets. In making the forward-looking statements in this MD&A, the Company has applied several material assumptions, including without limitation, the assumption that any additional financing needed will be available on reasonable terms.
Additional factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, among other factors: (1) weak commodity prices and general metal price volatility; (2) the state of the global economy and economic and political events, including the deterioration of the global capital markets, affecting supply and demand and economic and political events affecting supply and demand; and (3) securing and the nature of regulatory permits and approvals and the costs of complying with environmental, health and safety laws and regulations.
The Company cannot assure you that any of these assumptions will prove to be correct.
The words "expect," "anticipate," "estimate," "may," "will," "should," "intend," "believe," "target," "budget," "plan," "projection" and similar expressions are intended to identify forward-looking statements. Information concerning mineral reserve and mineral resource estimates also may be considered forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present during operations or if and when an undeveloped project is actually developed.
These factors should be considered carefully, and readers should not place undue reliance on the Company's forward-looking statements. The Company believes that the expectations reflected in the forward-looking statements, including future-oriented financial information, contained in this MD&A and any documents incorporated by reference are reasonable, but no assurance can be given that these expectations will prove to be correct. In addition, although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, including future-oriented financial information, there may be other factors that cause actions, events, or results not to be as anticipated, estimated, or intended. The Company undertakes no obligation to disclose publicly any future revisions to forward-looking statements, including future-oriented financial information, to reflect events or circumstances after the date of this MD&A or to reflect the occurrence of unanticipated events, except as expressly required by law.
Additionally, the forward-looking statements, including future-oriented financial information, contained herein are presented solely for the purpose of conveying our reasonable belief of the direction of the Company and may not be appropriate for other purposes. The results or events predicted in these forward-looking statements may differ materially from the actual results or events.
The Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
HIGHLIGHTS RTO transactionOn June 26, 2025, the Company entered into a definitive arrangement agreement (the "Arrangement Agreement") with Lotus Gold, pursuant to which the Company intends to acquire all of the issued and outstanding common shares of Lotus Gold (the "Lotus Shares") in exchange for newly issued common shares in the capital of the Company ("Ongwe Shares") as an arm's length transaction to be completed by way of a court-approved plan of arranged under the Business Corporations Act (British Columbia) (the "BCBCA") (the "Arrangement"). Pursuant to the policies of the TSXV, the Arrangement is considered an RTO of the Company by Lotus Gold, which will become a wholly-owned subsidiary of the resulting issuer (the "Resulting Issuer") following completion of the Arrangement. The Company filed an amended and restated Arrangement Agreement effective September 1, 2025.
Amending AgreementThe Company entered into an amending agreement dated October 22, 2025 (the "Amending Agreement") which amends the amended and restated Arrangement Agreement dated September 1, 2025 with Lotus Gold pursuant to which the parties wish to amend the following: (i) the consolidation ratio of the Ongwe Shares to 16-to-1; and (ii) the plan of arrangement (the "Plan of Arrangement") to include the Concurrent Financing.
On February 9, 2026 (the "Effective Time"), the Company closed its RTO transaction of the Company by Lotus Gold by way of a statutory Plan of Arrangement pursuant to which Ongwe has acquired all of the issued and outstanding common shares of Lotus Gold by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and Lotus Gold became a wholly-owned subsidiary of the Company.
Each holder of a common share in the capital of Lotus Gold 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 Gold ("Lotus Shareholders") held approximately 35.4% and 64.6%, respectively, of the issued and outstanding Ongwe Shares (on a non-diluted basis) and Lotus Gold 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.
As part of the RTO:
The Company entered into a secured loan agreement with Lotus Gold for $300,000, bearing interest at 10% per annum. Subsequent to the year ended December 31, 2025, the Company repaid the entire loan balance of $310,000 including interest.
The Company entered into an escrow agreement with Odyssey Trust Company and certain directors and officers of the Company providing for the escrow of an aggregate of 6,147,366 Ongwe Shares, on a post-consolidation basis, to be released on a Tier 2 escrow release schedule in accordance with the TSX-V policies;
An aggregate of 3,023,406 post-consolidation Ongwe Shares will be subject to seed share resale restrictions in accordance with the TSXV policies, with 20% released on the date of the Final Bulletin and every 3 months thereafter; and
An aggregate of 3,938,981 post-consolidation Ongwe Shares will be subject to lock-up agreements (the "Lock-Up") with 20% released at 6 and 12 months from the Effective Time and 30% released 18 and 24 months from the Effective Time.
Trading of the Ongwe Shares on a post-consolidation (as defined below) basis commenced on the TSX-V under the new trading symbol "OGW" on February 12, 2026.
Concurrent FinancingImmediately prior to the Effective Time, Lotus Gold closed its previously announced non-brokered private placement (the "RTO Financing") for aggregate gross proceeds of $3,000,000 by way of the issuance of 21,184,720 Lotus Shares which was immediately exchanged for 6,000,000 Ongwe Shares at the Effective Time at an effective price of $0.50 per Ongwe Share.
All of the Ongwe Shares issued in exchange for the Lotus Shares issued pursuant to the RTO Financing are free trading other than those issued to those subscribers who are subject to terms of Lock-Ups.
Immediately after the Effective Time, Ongwe closed its previously announced non-brokered private placement
(the "RI Financing", collectively with the RTO Financing, the "Concurrent Financings") for gross proceeds of
$1,850,000 by issuing 3,700,000 Ongwe Shares at an effective price of $0.50 per Ongwe Share, which will be subject to a hold period of four months and one day under the policies of the TSX-V and Canadian securities laws.
During the year ended December 31, 2025, the Company received gross proceeds of $2,905,675 in connection with the transaction. These funds were held in trust and recorded as an obligation to issue shares within current liabilities and restricted cash within current assets. Subsequent to December 31, 2025, upon closing of the RTO, the funds previously held in trust were released and transferred to the Company's bank account.
The net proceeds of the Concurrent Financing will be used for the Resulting Issuer's principal properties being the Khorixas Gold Project and the Eastern Desert Gold Project.
Dual listingOn April 15, 2026, the Company commenced trading on the Namibia Securities Exchange under the symbol "ONG",
in addition to the current trading on the TSX Venture Exchange under the symbol "OGW".
Earn-in ownership interest in BelmontOn December 21, 2023, the Company entered into an assignment and assumption agreement (the "Agreement") with Sulliden Mining Capital Inc. to acquire up to 70% of the issued and outstanding shares of Belmont from Ongwe Minerals (Pty) Ltd.
On July 17, 2024, the Company closed the acquisition of a 25% ownership interest in Belmont by issuing 312,500 common shares of the Company, valued at the then current market value of $0.68 per share for a total of $214,000. During the year ended December 31, 2025, the Company completed the US$1,400,000 spending commitment and acquired 25% of the shares of Belmont.
Pursuant to the Agreement, the Company has the right to fund a further USD$1,400,000 in exploration expenditures over a two-year period from the closing date to acquire up to an additional 26% of the shares, resulting in total ownership of 51% of the shares of Belmont. On March 7, 2026, the Company increased the earn-in owner interest amount in Belmont from 25% to 51% as the Company completed the additional US$1,400,000 spending commitment and acquired the additional 26% of the shares of Belmont.
GQ MaliOn December 31, 2025, Great Quest (Barbados) Ltd. completed the transaction to sell 100% of the issued and outstanding shares of GQ Mali to Mali Minerals Ltd., an arm's length party of the Company, for a nominal value of
$1 and recognized a loss on sale of the subsidiary of $4,261.
Upon completion of the sale on December 31, 2025, the Company derecognized GQ Mali and recorded a gain on sale of subsidiary as follows:
For the year ended December 31, 2025 $Consideration
Cash received 1
Less net assets as at December 31, 2025:
Assets 4,262
Net assets derecognized (4,262)
Gain on sale of subsidiary (4,261) SHARE ACTIVITYOn July 15, 2024, the Company closed the first tranche of its previously announced non-brokered private placement. The Company issued 671,194 units pursuant to the first Tranche for gross proceeds of $536,955.
Each unit consists of one common share in the capital of the Company (each a "Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one common share in the capital of the Company (a "Warrant Share") at a price of $1.60 per Warrant Share for a period of two years following the date of issuance.
In connection with the first tranche, the Company paid cash finder's fees of $10,500 and issued 13,125 finder's warrants (the "Finder Warrants") to eligible finders. Each Finder Warrant entitles the holder thereof to acquire one Share at a price of $0.80 for a period of 24 months following the date of issuance. All of the securities issued pursuant to the First Tranche are subject to a four-month and one day hold period from the date of issuance.
On July 31, 2024, the Company closed the second tranche (the "Second Tranche") of its previously announced non-brokered private placement (the "Private Placement"). The Company issued 1,817,405 Units (the "Units") pursuant to the Second Tranche for gross proceeds of $1,453,924. Each Unit consists of one Share and one-half of one Warrant. Each Warrant entitles the holder to purchase one Warrant Share at a price of $1.60 per Warrant Share for a period of two years following the date of issuance.
In connection with the Second Tranche, the Company paid cash finder's fees of $41,409 and issued 47,511 Finder Warrants to eligible finders. Each Finder Warrant entitles the holder thereof to acquire one Share at a price of $0.80 for a period of 24 months following the date of issuance. All of the securities issued pursuant to the first tranche are subject to a four-month and one day hold period from the date of issuance.
On August 16, 2024, the Company closed the third and final tranche (the "Final Tranche") of its previously announced non-brokered private placement (the "Private Placement"). The Company issued 2,313,188 Units pursuant to the Final Tranche for gross proceeds of $1,850,550. Each Unit consists of one Share and one-half of one Warrant. Each Warrant entitles the holder to purchase one Warrant Share at a price of $1.60 per Warrant Share for a period of two years following the closing date.
In connection with the Final Tranche, the Company paid cash finder's fees and filing fees of $27,825 and issued 32,500 Finder Warrants to eligible finders. Each Finder Warrant entitles the holder thereof to acquire one Share at a price of $0.80 for a period of 24 months following the date of issuance. All of the securities issued pursuant to the Final Tranche are subject to a four month and one day hold period from the closing date.
On July 14, 2025, the Company closed the first tranche of its previously announced non-brokered private placement for gross proceeds of $289,000. Pursuant to the first tranche, the Company has issued 722,500 common shares of the Company at a price of $0.40 per common share. On August 29, 2025, the Company closed the second tranche of its previously announced non-brokered private placement for gross proceeds of $211,000. Pursuant to the second tranche, the Company has issued 527,500 common shares of the Company at a price of $0.40 per common share. In connection with the first tranche, the Company paid cash finder's fees of $29,521.
On August 29, 2025, the Company closed the second tranche of its previously announced non-brokered private placement for gross proceeds of $211,000. Pursuant to the second tranche, the Company issued 527,500 common shares of the Company at a price of $0.40 per common share.
During the year ended December 31, 2025, the Company received $2,905,675 gross proceeds for the non-brokered private placement relating to the RTO and is included under obligation to issue shares within current liability. The proceeds are held in trust and restricted from use and are expected to be released upon the closing of the RTO. In addition, the Company received $89,000 gross proceeds pursuant to the Concurrent Financings directly in Belmont. The proceeds were recorded as part of the earn-in contributions and was expensed as part of exploration and evaluation expense.
Management ContractsThe Company is party to certain management contracts. The Company is committed to payments upon termination of approximately $204,540 (December 31, 2024 - $598,000) which are due within one year and additional contingent payments of approximately $Nil (as at December 31, 2024 - $1,277,000) upon the completion of the RTO.
During the year ended December 31, 2025, the Company entered into termination and release agreements with certain consultants to settle outstanding consulting fees in connection with the RTO.
During the year ended December 31, 2025, the Company entered into termination and release agreements with certain consultants to settle outstanding consulting fees. Pursuant to these agreements, the Company paid $60,000 in full and final payment to settle the outstanding consulting fees owing to certain shareholders of the Company of
$392,892. As a result, the Company recorded debt settlement with shareholders of $332,892 in contributed capital. In addition, a further $689,332 of consulting fees payable is subject to forgiveness subsequent to year end in accordance with the RTO agreement. These amounts will be recognized in equity as contributed capital when the forgiveness becomes effective.
PROJECT SUMMARIES AND ACTIVITIES AND OUTLOOKOngwe is advancing its exploration efforts through a number of key projects, each demonstrating encouraging potential:
Khorixas Gold Project (Namibia) (169,000 ha):This project has seen extensive exploration with over 33,000 soil and calcrete samples collected across the concession.
Khorixas consists of two main prospects:
Belmont which contains structurally hosted, orogenic gold
K-17 which contains Cu, Au, Ag and U mineralization, which is believed to be intrusion related
High-grade results have been recorded at Belmont, including a peak grab sample of 144 g/t gold.
Forty-five short percussion holes were drilled at Belmont, thirty-three at the BK1 target, seven at Annex and five at BK2. The best return was 4m @ 10.22g/t at BK2.
Four diamond boreholes were drilled at Belmont, two at the VG Hill target and two at BK2. The best diamond drillhole returned 7m of 4.23g/t at BK2.
No drilling has taken place at K-17 to date, but a total of 249 grab samples were collected with the best sample yielding 21 g/t gold, 16.25% copper, and 37.8 g/t silver.
A single line of magneto-telluric geophysical survey was conducted along the main trend at K17 as a proof of concept. This data from this line indicates a major conductor at depth with feeders closer to surface.
Omatjete Gold and Lithium Project (Namibia) (151,800 ha):The Omatjete project is located 30km along strike from the Kokaseb Gold deposit (Owned by ASX Listed WIA Gold Ltd.) , which has a current resource of 2.93Moz @ 1g/t Au.
Over 9,500 soil samples have been collected and analysed from the Omatjete project to date.
The Manga prospect is located on the same regional structure as Kokaseb and was initially identified through high arsenic and gold values in soil.
The Manga prospect was tested with a limited reverse circulation drill program consisting of eleven holes for 1,795m. All of the holes intersected gold mineralization with drilled widths between 5 and 141m.
Outjo Gold Project (Namibia) (46,000 ha):This is a greenfields project representing a new exploration opportunity along strike to the east of Osino's
Eureka discovery.
This licence covers highly prospective lithology which hosts the other gold deposits in Namibia.
To date a total of two thousand, two hundred soil and termite hill samples have been collected and analysed. Less than 50% of the licence has been sampled to date.
These projects collectively highlight Ongwe's strong position in Namibia's mineral exploration sector, with a focus on gold and two early-stage surface discoveries.
EXPLORATION TEAM AND QUALIFIED PERSONThe Company operates from Ongwe's exploration office in Windhoek, Namibia. There are currently three field teams which are led by Exploration Manager and co-founder, Harmen Potgieter. Carl Joone, Pr. Sci. Nat. (SACNASP), is a "qualified person" as such term is defined in National Instrument 43-101 ("NI 43-101") and CIM Definition Standards and has reviewed, verified and approved the technical and scientific information and data included in this MD&A related to the Namibian properties. Carl Joone is the President and Co-Founder of Ongwe and is not considered independent.
AREAS AND MINERAL PROPERTIES DISPOSED OF:On December 31, 2025, Great Quest (Barbados) Ltd. completed the transaction to sell 100% of the issued and outstanding shares of GQ Mali to Mali Minerals Ltd., an arm's length party of the Company, for a nominal value of
$1 and recognized a loss on sale of the subsidiary of $4,261. The information presented below is provided for comparative purposes only and relates to historical exploration activities, as no exploration activity was undertaken during the current year.
FERTILIZER - TILEMSI PHOSPHATE (Mali):A description of the phosphate permits is provided below.
Geology of the Tilemsi ProjectMining operations in Mali are carried out under the Mining Code which came into force on June 21, 2012. The new Mining Code provides for different classes of mineral titles, including the research permit ("Permis de recherche") which the Company holds on each of its properties. The permit is issued through a decree, ("Arrêté"), for a specific area ("property"). The Arrêté is normally preceded by an agreement, ("Convention") between the government of Mali and the permit holder. The Company's Tilemsi Phosphate project encompasses 1,206 km2 in the Tilemsi valley
of eastern Mali, prospective for phosphate mineralization. The project comprises three properties - Tilemsi, Tarkint Est and Aberfoul held in the name of GQ Mali, which is a subsidiary of the Company.
The Tilemsi property
The Tilemsi research permit (Arrêté No 2011 - 0352/MM-SG DU) which covers an area of 417 km2 was issued on February 4, 2011 to EPM and transferred to GQ Mali on February 13, 2014. A new permit was re-issued on October 19, 2019, for an initial period of three years and is renewable for two periods of two years each. The permit is centered at 17°24′ North (N) and 0°17' East (E) with four corners located at 17°26'30"N and 0°10'00"E, 17°26'30"N and 0°24'35"E, 17°18'07"N and 0°24'35"E, and 17°18'07"N and 0°10'00"E.
The Tilemsi property hosts the two target areas of the Company's phase I drilling program carried out in June/July
2011, namely Alfatchafa and Tin Hina.
Tarkint Est research permit
Adjoining the north and contiguous to the Tilemsi research permit, the Tarkint Est permit (ARRETE No 2011-4050/MM-SG DU originally issued on February 16, 2011) was re-issued on October 7, 2011 for an expanded area of 589 km2 with four corners located at 17o33'17"N and 0o10'00"E, 17o33'17"N and 0o35'56"E, 17o26'30"N and 0o35'56"E, and 17o26'30"N and 0o10'00"E. The permit was acquired through an agreement which provides for Great Quest to earn a 97% interest in the permit, subject to a 3% retained carried net profit interest. On February 20, 2013 the permit was transferred to GQ Mali. A new permit was re-issued on October 19, 2019, for an initial period of three years and is renewable for two periods of two years each.
The Tarkint Est property hosts the three target areas of the Company's Phase II drilling program carried out in November 2011, namely In Tassit, Chenamaguel and Tagit N'Ouerene.
Inferred resources(Estimates are rounded since the figures are not precise calculations.)
Phosphate deposits in the Tilemsi area are sedimentary in origin, having been deposited in a marine environment. The deposits are similar to those found in Florida, USA and Morocco.
The Phases I and II drilling programs, completed in 2011 on the Tilemsi and Tarkint Est permits, enabled a combined NI 43-101 compliant inferred resource* of approximately 50 million tonnes (Mt) at an average grade of 24.3% P2O5 and cut-off grade of 10% to be generated.
Summary Inferred Resource Estimate* - Tilemsi Project (Phases I and II)
Permit of
Program
Area
Area (km2)
Number of
holes drilled
Drilled
(m)
Estimate
(Mt)
Tilemsi
Phase I
Tin Hina
6.75
142
1,727
32.6
Alfatchafa
6.70
127
3,156
Tarkint Est
Phase II
Tin Siriden
12.17
48
608
17.4
Chenamaguel
Tagit
N'Ouerene
Total Phase I & II
25.62
317
5,491
50.0
* CAUTIONARY NOTE ON INFERRED RESOURCE
Mineral resources which are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues.
The quantity and grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and
it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category.
The mineral resources in this report were estimated using the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by CIM Council.
The Company's Tilemsi Phosphate Project was located in the Tilemsi Valley of eastern Mali and comprised the
Tilemsi, Tarkint Est and Aberfoul properties held by GQ Mali, a former subsidiary of the Company.
OUTLOOKOngwe has finalized its RTO in Q1 of 2026 and is now positioned with a presence in both Namibia and Egypt-two emerging gold markets. The Company is advancing its Khorixas Gold Project and Eastern Desert Gold Project, both located within prospective gold exploration regions. Ongwe currently holds a strategic land position across these areas and has delineated two exploration targets to date. Drill rigs have recently been mobilized in Namibia, and the Company is commencing a systematic drilling program aimed at further evaluating the scale and continuity of mineralization.
The current gold price environment remains supportive, with market commentary indicating continued strength driven by central bank demand, geopolitical uncertainty, and investor interest in gold. While commodity prices are inherently volatile and beyond the Company's control, management believes that a supportive gold price environment may enhance the potential economic attractiveness of its exploration projects as they advance through further exploration and technical evaluation.
SELECTED ANNUAL INFORMATIONSummary of the Company's financial operating results for the years ending December 31, 2025, 2024 and 2023.
Year Ended | December 31, 2025 | December 31, 2024 | December 31, 2023 |
$ | $ | $ | |
Financial Results: | |||
Exploration expenses | 822,128 | 2,380,626 | 57,383 |
Net loss for the year | 2,249,857 | 3,300,507 | 619,880 |
Basic and diluted loss per share | 0.21 | 0.45 | 0.12 |
Balance Sheet Data: Cash | 1,182 | 7,139 | 5,473 |
Restricted cash | 2,905,675 | - | - |
Total assets | 2,953,122 | 37,730 | 24,995 |
Accounts payable and accrued liabilities | 1,339,574 | 306,291 | 306,291 |
Convertible loan payable | 310,000 | - | - |
Obligation to issue shares | 2,994,675 | - | - |
Shareholders' deficiency | (1,875,807) | (429,321) | (1,104,509) |
Cash Flow Data: | |||
Increase (decrease) in cash and cash equivalent for the year | (5,957) | 1,666 | (5,219) |
The Company did not have any sales, discontinued operations, extraordinary items, and cash dividends during the years. Material factors affecting operations and mineral property expenditures are described elsewhere in the MD&A. There are no general trends regarding the Company's annual results and the Company's business is not seasonal, as it can develop and progress on a year-round basis, funding permitting. Annual results may vary
significantly depending mainly on whether the Company has engaged in new activities which may account for
material variations in the Company's annual losses which are not predictable.
See also the results of operations discussion below.
The Company charges to operations all exploration and evaluation expenses incurred, including acquiring licenses and property interests and other costs associated with exploration and evaluation activities prior to the determination of economically recoverable reserves. The effect of this policy is that the net loss for the year increases, as the exploration expenses increase.
Net loss for the year increased from $619,880 for the year ending December 31, 2023 to $3,300,507 in the year ending December 31, 2024, and then decreased to $2,249,857 in the year ending December 31, 2025. These movements have a direct correlation with the exploration activity as $57,383 was spent during the year ending December 31, 2023 and $2,380,626 was spent on exploration in the year ending December 31, 2024 versus $822,128 being spent during the year ending December 31, 2025. As mentioned above, exploration expenses were charged to operations. In addition, during the year ending December 31, 2025, the Company recorded a loss on sale of subsidiary of $4,261 due to the sale of GQ Mali and an increase in legal fees of $607,500 relating to the RTO.
CASH FLOW ANALYSISOperating Activities
During the year ended December 31, 2025, cash used in operating activities was $776,436 (2024 -$3,104,975) for
the activities as described in "Results of Operations" below, including exploration expenses.
Financing activities
During the year ended December 31, 2025, the Company received net proceeds of $770,479 (2024 - $3,106,641) from loan received and private placements for the issue of common shares in the Company.
RESULTS OF OPERATIONSThe Company's operations consist of the exploration and development of mineral concessions in Namibia and the maintenance of a head office in Canada.
A summary of the Company's result of operations is as follows:
Year ended December 31,2025 $ | 2024 $ | |
Expenses | ||
Management and director fees | 248,333 | 314,000 |
Accounting and audit | 158,420 | 54,560 |
Legal | 607,500 | 8,245 |
Office and general | 42,391 | 102,267 |
Consulting | 307,134 | 326,894 |
Investor relations | 51,000 | 78,500 |
Exploration and evaluation expenditures | 822,128 | 2,380,626 |
Loss before other items | 2,236,906 | 3,265,092 |
Other expenses (income) Interest expense | 10,357 | 35,415 |
Loss on sale of subsidiary | 4,261 | - |
Gain on debt forgiveness | (1,667) | - |
Total other expenses (income) | 12,951 | 35,415 |
Net loss and comprehensive loss for the year | 2,249,857 | 3,300,507 |
Basic and diluted loss per share for the year | 0.21 | 0.45 |
Weighted average number of common shares outstanding | 10,932,879 | 7,380,992 |
Three months ended December 31, 2025 compared with the three months ended December 31, 2024
The comprehensive loss for three months ended December 31, 2025, was $761,977 or $0.07 per share compared to the comprehensive loss of $553,785 or $0.05 per share for the previous period. The change in comprehensive loss was mainly due to:
(i.) a decrease in exploration and evaluation expenditures to $104,000 from $320,658 in the prior year comparable period as a result of the decrease in expenditures spent on the Namibian Mineral Property Acquisition;
(ii.) a decrease in consulting expense to $23,800 from $92,816 in the prior year comparable period primarily due to fewer services provided to the Company;
(iii.) an increase in legal to $549,160 from $850 in the prior year comparable period relating to the RTO;
(iv.) an increase in loss on sale of subsidiary of $4,261 in 2025 as the Company disposed of GQ Mali for a nominal value of $1.
Year ended December 31, 2025 compared with the year ended December 31, 2024
The comprehensive loss for the year ended December 31, 2025, was $2,249,857 or $0.21 per share compared to
$3,300,507 or $0.45 per share for the previous year. The change in comprehensive loss of $1,116,234 was mainly due to:
(i.) a decrease in exploration and evaluation expenditures to $822,128 from $2,380,626 in the prior year as a result of the decrease in expenditures spent on the Namibian Mineral Property Acquisition;
(ii.) a decrease in consulting expense to $307,134 from $326,894 in the prior year primarily due to fewer services provided to the Company;
(iii.) a decrease in interest expense to $10,357 in 2025 from $35,415 in 2024 due to the repayment of the loans payable in 2024;
(iv.) an increase in legal fees to $607,500 from $8,245 in 2024 relating to the proposed RTO;
(v.) an increase in loss on sale of subsidiary of $4,261 in 2025 as the Company disposed of GQ Mali for a nominal value of $1.
SUMMARY OF QUARTERLY RESULTSSelected consolidated financial information for the last 8 quarters is as follows:
December 31, 2025 $ | September 30, 2025 $ | June 30, 2025 $ | March 31, 2025 $ | |
Loss and comprehensive loss | 761,977 | 849,510 | 352,709 | 285,661 |
Basic and diluted loss per share | 0.06 | 0.08 | 0.03 | 0.03 |
Total assets | 2,953,122 | 127,137 | 63,199 | 35,323 |
Working capital (deficiency) | (1,875,807) | (1,423,826) | (1,067,691) | (714,982) |
December 31, | September 30, | June 30, | March 31, | |
2024 | 2024 | 2024 | 2024 | |
$ | $ | $ | $ | |
Loss and comprehensive loss | 553,785 | 1,877,442 | 487,558 | 381,722 |
Basic and diluted loss per share | 0.07 | 0.22 | 0.09 | 0.07 |
Total assets | 37,730 | 1,700,917 | 40,000 | 189,413 |
Working capital (deficiency) | (429,321) | 124,464 | (1,973,789) | (993,341) |
There are no general trends regarding the Company's quarterly results and the Company's business is not seasonal, as it can develop and progress on a year-round basis, funding permitting. Quarterly results may vary significantly depending mainly on whether the Company has engaged in new activities or abandoned any projects and these factors which may account for material variations in the Company's quarterly losses are not predictable. See also the results of operations discussion above.
ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUEDuring 2025, exploration across the three projects focused primarily on systematic sampling, targeted drilling, and early-stage geophysics. At Khorixas, work included drilling at the Belmont prospect (percussion and diamond programs at BK1, Annex and BK2) alongside additional sampling at K-17 and a proof-of-concept magneto-telluric survey.
At Omatjete, over 9,500 soil samples supported targeting at the Manga prospect, which was subsequently tested through a limited reverse circulation drill program (11 holes) that intersected gold mineralization across all holes. At Outjo, early-stage exploration progressed through the collection and analysis of approximately 2,200 soil and termite mound samples, covering less than half of the licence area and highlighting its greenfields potential.
LIQUIDITY AND CAPITAL RESOURCESAs at December 31, 2025 the Company had a working capital deficiency of $1,875,807 (December 31, 2024 -
$429,321) which primarily consisted of cash and cash equivalents of $1,182 (December 31, 2024 - $7,139), restricted cash of $2,905,675 (2024-$nil), prepaids and deposits of $nil (December 31, 2024 - $5,178), and HST and other tax credits receivables of $46,265 (December 31, 2024 - $25,413)
Current liabilities of $4,828,929 (December 31, 2024 - $467,051), mainly consisting of accounts payable and accrued liabilities of $1,339,574 (December 31, 2024 - $306,291), convertible loan payable of $310,000 (December 31, 2024
- $nil), and obligation to issue shares of $2,994,675 (2024-$nil). As at December 31, 2025, the Company had total assets of $2,953,122 (December 31, 2024 - $37,730).
The Company is pursuing its efforts in raising funds to continue operations and, although it has been successful in doing so in the past, there is no assurance it will be able to do so in the future. To the extent financing is not available, the Company's financial commitments may not be satisfied and could result in a loss of property ownership or earning opportunities for the Company. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern.
The following table summarizes the Company's cash on hand, working capital and cash flow activities:
As at | December 31, 2025 $ | December 31, 2024 $ |
Cash | 1,182 | 7,139 |
Working capital deficiency | (1,875,807) | (429,321) |
Year ended | December 31, 2025 | December 31, 2024 |
$ | $ | |
Cash used in operating activities | (776,436) | (3,104,975) |
Cash provided by financing activities | 770,479 | 3,106,641 |
Change in cash | (5,957) | 1,666 |
The Company is dependent on the issuance of common shares to finance its exploration activities, property acquisition payments, and general and administrative expenses. During the year, the Company completed a reverse takeover transaction with Lotus Gold and a concurrent financing, which provided additional working capital to support the Company's operations. The Company may need to raise additional funds in the future to continue its operations. There can be no assurance that the Company will be successful in raising additional financing. If adequate funds are not available, or if alternative sources of financing cannot be obtained on acceptable terms, the Company may be required to curtail its activities.
CAPITAL RESOURCESThe Company has no operations that generate cash flow and its long-term financial success is dependent on discovering properties that contain mineral reserves that are economically recoverable. The Company's primary capital asset is mineral properties. Exploration expenditures are expensed as incurred. The Company needs to raise additional working capital to fully fund its corporate activities, to support its permitting requirements and to fund its exploration activities for the year ended December 31, 2025.
Furthermore, should the Company acquire additional properties then the Company may require additional capital to fund the acquisition and/or associated exploration activities on the new properties. There is a risk that the Company may not be able to raise sufficient funds, thus jeopardizing the Company's ability to maintain its mineral projects/properties or continue as a going-concern.
OFF-BALANCE SHEET ARRANGEMENTSThe Company does not utilize off-balance sheet transactions.
OUTSTANDING SHARE DATAThe authorized share capital of the Company is an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. All issued shares, consist only of common shares.
As at the date of this report, 42,677,744 (December 31, 2025 - 11,667,166) common shares were issued and outstanding.
The Company has 5,526,533 (December 31, 2025 - 2,494,029) common share purchase warrants exercisable between $0.80 and $2.65 per common share expiring between July 2026 and August 2028, and 1,381,393 (December 31, 2025 - Nil) share purchase warrants exercisable at $1.06 per common share expiring on August 9, 2027.
The Company has 25,000 (December 31, 2025 - 25,000) common share purchase options outstanding exercisable at
$0.80 per stock option expiring between December 7, 2026 and January 23, 2028 and 1,013,120 (December 31, 2025 - Nil) common share purchase options outstanding exercisable at $1.72 per stock option expiring on December 31, 2027.
SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL JUDGEMENTSReaders should refer to Note 3 of the Annual Audited Financial Statements for the year ended December 31, 2025
for a summary of the Company's significant accounting policies and critical judgements.
RELATED PARTY TRANSACTIONSKey management personnel are officers and directors, or their related parties, who hold positions in the Company and its subsidiaries, that result in these officers and directors having control or significant influence over the financial or operating policies of those entities. These include the members of the Board, current and former Chief Executive Officers, Presidents, Chief Financial Officers and the Chief Operating Officers.
The following transacted with the Company in the reporting year.
Transactions with key management personnel
The aggregate value of transactions with key management personnel being directors and key management personnel was as follows:
Years ended December 31,2025 $ | 2024 $ | |
Short term benefits, including consulting, management and director fees | 398,333 | 469,000 |
Investor relations | - | 24,000 |
Total | 398,333 | 493,000 |
During the year ended December 31, 2024, four directors and an officer of the Company advanced $470,000 to the Company as a loan payable. These loans and accrued interest of $33,907 were also settled via units of the Company during the year ended December 31, 2024.
During the year ended December 31, 2024, five directors and four executive officers of the Company participated and acquired a total of 1,869,614 units of the July 15, 2024, July 31, 2024 and August 16, 2024 private placements for gross proceeds of $1,495,691.
During the year ended December 31, 2025, the Company entered into termination and release agreements with certain related parties. Pursuant to these agreements, the related parties forgave a total debt of
$232,533 and as a result, the Company recognized debt settlement with related parties of $232,533 in contributed capital.
At December 31, 2025 and 2024, the due to related parties included amounts due to officers or directors of the Company as follows:
December 31, 2025 $ | December 31, 2024 $ | |
With respect to advances on expenses from related party | 114,680 | 146 |
With respect to management fees | 313,771 | 160,614 |
428,451 | 160,760 |
The amounts due to related parties are non-interest bearing, unsecured and due on demand.
COMMITMENTS AND CONTINGENCIES Property CommitmentsThe Company's exploration and evaluation activities are subject to laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its activities are materially in compliance with all applicable laws and regulations. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.
Management ContractsThe Company is party to certain management contracts. The Company is committed to payments upon termination of approximately $204,540 (as at December 31, 2024 - $598,000) which are due within one year and additional contingent payments of approximately $Nil (as at December 31, 2024 - $1,277,000) upon the occurrence of a change of control.
During the year ended December 31, 2025, the Company entered into termination and release agreements with certain consultants to settle outstanding consulting fees. Pursuant to these agreements, the Company paid $60,000 in full and final payment to settle the outstanding consulting fees owing to certain shareholders of the Company of
$392,892. As a result, the Company recorded debt settlement with shareholders of $332,892 in contributed capital. In addition, a further $689,332 of consulting fees payable is subject to forgiveness subsequent to year end in accordance with the RTO agreement. These amounts will be recognized in equity as contributed capital when the forgiveness becomes effective.
ACCOUNTING POLICIES AND PRONOUNCEMENTSThe accounting policies and methods employed by the Company determine how it reports its financial condition and results of operations and may require management to make judgements or rely on assumptions about matters that are inherently uncertain. The Company's results of operations are reported using policies and methods in accordance with IFRS. In preparing consolidated financial statements in accordance with IFRS, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses for the period. Management reviews its estimates and assumptions on an ongoing basis using the most current information available.
Readers should refer to Note 2 of the Annual Audited Financial Statement for the year ended December 31, 2025
for a summary of the Company's significant accounting policies and critical judgements.
FINANCIAL INSTRUMENTSFinancial assets
Classification
The Company classifies its financial assets in the following measurement categories:
those measured subsequently at fair value (either through OCI, or through profit or loss), and
those measured at amortized cost
The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the Company has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income.
The Company reclassifies debt investments when and only when its business model for managing those assets changes.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVTPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss.
Amortized cost:
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains/(losses), together with foreign exchange gains or losses. Impairment losses are presented as separate line items in the statement of profit or loss.
FVTPL:
Assets that do not meet the criteria for amortized cost are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognized in profit or loss and presented net within other gains/(losses) in the period in which it arises.
Equity instruments: The Company subsequently measures all equity investments at fair value. Where the Company's management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Company's right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognized in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses) on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Impairment
The Company assesses on a forward-looking basis, the expected credit losses associated with its financial assets carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach, which requires expected lifetime losses to be recognized from initial recognition of the receivables.
Financial liabilities and equity instruments
Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognized as the proceeds received net of direct issuance costs.
Compound instruments
The component parts of compound instruments (convertible notes) issued by the Company are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. A conversion option that will be settled by the exchange of a fixed amount of cash or another financial asset for a fixed number of the Company's own equity instruments is an equity instrument.
At the date of issuance, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible instruments. This amount is recorded as a liability on an amortized cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date.
The conversion option classified as equity is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized and included in equity, net of income tax effects, and is not subsequently re-measured. In addition, the conversion option classified as equity will remain in equity until the conversion option is exercised, in which case, the balance recognized in equity will be transferred to share capital. When the conversion option remains unexercised at the maturity date of the convertible note, the balance recognized in equity will be transferred to share-based payment reserve. No gain or loss is recognized in profit or loss upon conversion or expiration of the conversion option.
Transaction costs that relate to the issuance of the convertible notes are allocated to the liability and equity in proportion to the allocation of the gross proceeds. Transaction costs relating to the equity component are recognized directly as equity. Transaction costs relating to the liability component are included in the carrying amount of the liability component and are amortized over the lives of the convertible notes using the effective interest method.
Financial liabilities
The Company classifies its financial liabilities into one of two categories depending on the purpose for which the liability was assumed. The Company's accounting policy for each category is as follows:
Fair value through profit or loss - This category comprises derivatives, liabilities acquired or incurred principally for the purpose of selling or repurchasing it in the near term or liabilities designated upon initial recognition as FVTPL. They are carried in the statement of financial position at fair value with changes in fair value recognized in profit or loss.
Subsequently measured at amortized cost - financial liabilities initially recorded at fair value and subsequently measured at amortized cost, using the effective interest rate method.
The Company's financial assets and liabilities are recorded and measured as follows:
Financial assets and liabilities Classification and measurementCash Amortized cost
Restricted cash Amortized cost
Accounts payable and accrued liabilities Amortized cost
Due to related parties Amortized cost
Loans payable Amortized cost
Financial Risk Management:
The Company is exposed in varying degrees to a variety of financial instrument related risks.
Credit Risk
The Company is exposed to credit risk by holding cash and cash equivalents. This risk is minimized by holding the investments in large Canadian financial institutions. The Company has minimal accounts receivable exposure, and its various refundable credits are due from Canadian governments.
Currency Risk
The Company's functional currency is the Canadian dollar. There is foreign exchange risk to the Company as some of its mineral property interests and resulting commitments are located in Namibia. Management monitors its foreign currency balances and makes adjustments based on anticipated need for currencies. The Company does not engage in any hedging activities to reduce its foreign currency risk.
Interest Rate Risk
The Company's exposure to interest rate risk relates to its ability to earn interest income on cash balances at variable rates. The fair value of the Company's cash and cash equivalent is relatively unaffected by changes in short term interest rates. The income earned on certain bank accounts is subject to the movements in interest rates.
Price Risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices (other than those arising from interest rate risk or currency risk). The Company does not engage in any activities to mitigate this risk.
Liquidity Risk
Liquidity risk is the risk that the Company is unable to meet its financial obligations as they come due. The Company had a net working capital deficiency of $1,875,807 at December 31, 2025. Accounts payable is due in 30 days.
Fair value hierarchy:
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
Level 3 - Inputs that are not based on observable market data.
The Company's financial instruments include cash and cash equivalents, restricted cash, accounts payable and accrued liabilities, and obligation to issue shares. The carrying value of these financial instruments approximates their fair value.
RISKS AND UNCERTAINTIESResource exploration is a speculative business and involves a high degree of risk. There is a probability that the expenditures made by the Company in exploring its properties will not result in discoveries of commercial quantities of minerals. A high level of ongoing expenditures is required to locate and estimate ore reserves, which are the basis for further development of a property. Capital expenditures to support the commercial production stage are also very substantial. The following sets out the principal risks faced by the Company.
Exploration risks. There can be no assurance that economic concentrations of minerals will be determined to exist on the Company's property holdings within existing investors' investment horizons or at all. The failure to establish such economic concentrations could have a material adverse outcome on the Company and its securities. The Company's planned programs and budgets for exploration work are subject to revision at any time to take into account results to date. The revision, reduction or curtailment of exploration programs and budgets could have a material adverse outcome on the Company and its securities.
Market risks. The Company's securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both on short term and longer-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.
Commodity price risks. The Company's exploration projects for gold and lithium in Namibia and phosphate and gold in Mali have exposure to price risks of both. While there has been an increasing interest in fertilizers and lithium, including phosphates and gold resulting in price increases there can be no assurance that such price levels will continue, or that investors' evaluations, perceptions, beliefs and sentiments will continue to favor this set of commodities. Phosphate prices may be affected by industrial market variations, economic considerations and supply route availability. Gold price volatility can be expected due to a number of political and economic factors, including exchange rates on the United States dollar. An adverse change in these commodities' prices, or in investors' beliefs about trends in those prices, could have a material adverse outcome on the Company and the value of its securities and the securities it holds of other companies which are similarly exposed to the commodity price risks of gold, lithium and phosphate rock.
Financing risks. Exploration and development of mineral deposits is an expensive process, and frequently the greater the level of interim stage success the more expensive it can become. The Company has no producing properties and generates no operating revenues; therefore, for the foreseeable future, it will be dependent upon raising equity in the capital markets to provide financing for its continuing substantial exploration budgets.
While the Company has been successful in obtaining financing from the capital markets for its projects recently, there can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to continue its exploration programs on favorable terms, or at all. Restrictions on the Company's ability to finance could have a material adverse outcome on the Company and its securities.
Share Price Volatility and Price Fluctuations. In recent years, the securities markets in Canada have experienced a high level of price and volume volatility, and the market prices of securities of many companies, particularly junior mineral exploration companies such as the Company, have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that these price fluctuations and volatility will not continue to occur.
Key personnel risks. The Company's exploration efforts are dependent to a large degree on the skills and experience of certain of its key personnel and management in Namibia and Mali and its ability to attract and retain key management and technical personnel for its projects and provide safety and security of personnel in remote areas. The Company does not maintain "key man" insurance policies on individual employees or consultants to the Company but does hold appropriate operating insurance.
Should the availability of these persons' skills and experience be in any way reduced or curtailed, this could have a material adverse outcome on the Company and its securities.
Competition. Significant and increasing competition exists for the limited number of mineral property acquisition opportunities of merit available. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire additional attractive mineral properties on terms it considers acceptable.
Foreign Countries and Regulatory Requirements. Currently, the Company's principal properties held by its subsidiaries are located in Namibia and Mali. Consequently, the Company is subject to certain risks associated with foreign ownership, including currency fluctuations, inflation, geographical and political risk. Both mineral exploration and mining activities and production activities in foreign countries may be affected in varying degrees by political stability, local conditions, and government changes to the operating environment and regulations relating to the mining industry.
Any changes in regulations or shifts in political conditions are beyond the control of the Company and may adversely affect its business or ability to operate and carry out normal industry operations and engagement of international consultants and personnel. Travel and access to the projects may be curtailed due to political instability, risks to personnel in remote areas, or contagion. Operations may be affected in varying degrees by government regulations with respect to community rights, restrictions on production, price controls, export controls, restriction of earnings, taxation laws, expropriation of property, environmental legislation, water use, labour standards and workplace safety.
Environmental and Other Regulatory Requirements. The current or future operations of the Company, including development activities and commencement of production on its properties, require permits from various governmental authorities and such operations are and will be subject to laws and regulations governing prospecting, development, mining, production, exports, personnel and corporate taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, safety and other matters.
Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in exploration contractor services, production, and other schedules as a result of the need to comply with applicable laws, regulations and permits. There can be no assurance that approvals and permits required to carry out exploration or to commence production on the Company's properties will be obtained on a timely basis, or at all.
Additional permits and studies, which may include environmental impact studies conducted before permits can be obtained, may be necessary prior to operation of the properties in which the Company has interests and there can be no assurance that the Company will be able to obtain or maintain all necessary permits that may be required to commence construction, development or operation of mining facilities at these properties on terms which enable operations to be conducted at economically justifiable costs. Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. The exploration projects may be in areas where villages exist and parties engaged in mining operations or extraction operations may be required to compensate those suffering loss or damage by reason of such activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.
Amendments to current laws, regulations and permits governing operations and activities of mining companies, or more stringent implementation thereof, could have a material adverse impact on the Company and cause increases in capital expenditures or production costs or reduction in levels of production at producing properties or abandonment or delays in development of new mineral exploration properties. To the best of the Company's knowledge, it is currently operating in compliance with all applicable environmental regulations.
History of Net Losses; Accumulated Deficit; Lack of Revenue from Operations. The Company has incurred net losses to date. The Company has not yet had any operating revenue from the exploration activities on its properties, nor has the Company yet determined that commercial development is warranted on any of its properties. The Company is an exploration stage company and even if the Company commences development of certain of its properties, the Company may continue to incur losses. There is no certainty that the Company will produce operating revenue, operate profitably or provide a return on investment from its mineral resource projects in the future.
Uninsurable risks. The Company and its subsidiaries may become subject to liability for pollution, fire, explosion, transportation, operational delays, political and other risks or adverse circumstances against which it cannot insure or against which it may elect not to insure. Such events could result in substantial damage to property and personal injury or additional expenses and liabilities. The payment of any such liabilities may have a material, adverse effect on the Company's financial position.
CAUTIONARY STATEMENTThis document contains "forward-looking statements" within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration plans and our other future plans and objectives are forward-looking statements that involve various risks and uncertainties. Such forward-looking statements include, without limitation, (i) estimates of exploration investment and scope of exploration programs, and (ii) estimates of stock-based compensation expense. There can be no assurance that such statements will prove to be accurate, and future events and actual results could differ materially from those anticipated in such statement. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company's documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound. Forward-looking statements are based on the estimates and opinions of management on the date of statements are made, and the Company endeavors to update corporate information and material facts on a timely basis. Forward-looking statements are subject to risks, uncertainties and other actors, including risks associated with mineral exploration, price volatility in the mineral commodities we seek, and operational and political risks.
CORPORATE HEAD OFFICE Ongwe Minerals Inc. (Formerly Great Quest Gold Ltd.) Corporate Information
Address: Suite 1890 - 1075 West Georgia Street, Vancouver, British Columbia
Telephone: +1 604 687 2038
Website: https://www.ongweminerals.com
DIRECTORS & OFFICERSJed Richardson, Director1
Dave Underwood, CEO, Director Heye Daun, Director1
Alan Friedman, Chairman, Director1 Tony da Silva, CFO
1 Members of the Audit committee
STOCK EXCHANGE LISTINGSTSX Venture Exchange (TSX-V) Namibia Securities Exchange (NSX)
SHARE CAPITALAuthorized: Issued: Options: Warrants:
Fax: +1 604 687 3141
Email: info@ongweminerals.com
INVESTOR RELATIONSToll Free: +1 877 325 3838
Trading Symbol "OGW" Trading Symbol "ONG"
Unlimited 42,677,744
1,038,120
6,907,926
Fully Diluted 50,623,790
TRANSFER AGENT & REGISTRAROdyssey Trust Company
Trader's Bank Building, 702 - 67 Yonge Street, Toronto, Ontario, M5E 1J8
AUDITORSMcGovern Hurley LLP, Chartered Accountants
251 Consumers Road, Suite 800, North York, ON, M2J 4R3, Canada
