Ongwe Minerals Inc.TSXV: OGW

MD&A Q1 2026

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ONGWE MINERALS INC (Formerly Great Quest Gold Ltd.) Management's Discussion and Analysis For the three months ended March 31, 2026 and 2025 MANAGEMENT DISCUSSION AND ANALYSIS (MD&A) TO ACCOMPANY THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF ONGWE MINERALS INC. (THE "COMPANY" OR "ONGWE") FOR THE THREE MONTHS ENDED MARCH 31, 2026

This management's discussion and analysis ("MD&A") provides an analysis of our financial situation which will enable the reader to evaluate important variations in our financial situation for the three months ended March 31, 2026 and 2025. This report prepared as at May 28, 2026 intends to complement and supplement our condensed interim consolidated financial statements (the "financial statements") as at March 31, 2026 which have been prepared in accordance with IFRS Accounting Standards ("IFRS"), including International Accounting Standards ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"), and interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). This report should be read in conjunction with the Company's condensed interim financial statements and accompanying notes for the three months ended March 31, 2026 and 2025 and the audited consolidated financial statements for the years ended December 31, 2025 and 2024.

Our condensed interim 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 condensed interim 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 CORPORATION

Ongwe 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 and Egypt. 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 Ltd. ("Lotus Gold" or "Lotus"), 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 51% ownership in Belmont Mineral Exploration (Pty) Limited ("Belmont") holds a portfolio of gold 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, on March 9, 2026, 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 Project, and the Outjo Gold Project.

The Company also maintains exploration interests in Egypt, where activities are focused on early-stage gold exploration and maintaining the related concession and regulatory requirements.

The Company is an exploration stage company and has not yet determined whether its mineral properties contain economically recoverable reserves. Realization of asset values depends on successful exploration, securing financing, and future development or disposal of the properties. The Company's operations require various governmental licenses and permits, which are subject to conditions, renewal, and compliance requirements, and failure to comply may result in forfeiture.

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

Reverse Take Over Transaction

On February 9, 2026, the Company completed a reverse takeover transaction (the "RTO Transaction") with Lotus Gold pursuant to the terms and conditions of a statutory plan of arrangement (the "Arrangement Agreement"), whereby Lotus Gold became a wholly-owned subsidiary of the Company. The RTO Transaction constituted a reverse takeover under the policies of the TSX Venture Exchange and reverse acquisition for accounting purposes, with Lotus Gold deemed to have been the accounting acquiror. In connection with the completion of the RTO Transaction, the Company changed its name from Great Quest Gold Ltd. to Ongwe Minerals Inc. and its common shares commenced trading on the TSX Venture Exchange under the symbol "OGW" and on the Namibia Securities Exchange under the symbol "ONG".

In accordance with the terms and conditions of the Arrangement Agreement, the RTO Transaction was completed by way of a statutory plan of arrangement, whereby, among other things:

  1. The Company completed a 16-for-1 consolidation of its issued and outstanding common shares immediately prior to completion of the RTO Transaction;

  2. The shareholders of Lotus Gold received common shares of the Company on an exchange basis at a ratio of 0.283223 Ongwe common shares per Lotus share (the "Exchange Ratio") pursuant to the Arrangement Agreement;

  3. Holders of the 987,185 issued and outstanding stock options to acquire common shares of Lotus Gold ("Lotus Options") and the 3,032,503 issued and outstanding share purchase warrants to acquire common shares of Lotus Gold ("Lotus Warrants") received replacement stock options and share purchase warrants exercisable for common shares of the Company in exchange for, and on an equivalent basis to, such Lotus Options and Lotus Warrants, which were cancelled; and

  4. Lotus Gold became a wholly-owned subsidiary of the Company; and

  5. Lotus Gold and the Company completed concurrent non-brokered private placements for aggregate gross proceeds of $4,850,000 (the "Concurrent Financings"), resulting in the issuance of an aggregate of 9,700,000 common shares of the resulting issuer at an effective price of $0.50 per share.

The transaction constitutes a reverse acquisition ("RTO") of Ongwe Minerals Inc. ("Ongwe") by Lotus Gold and has been accounted for as an RTO due to the fact that the former holders of Lotus Gold control the operations of the Company. Ongwe did not qualify as a business under the definitions of IFRS 3, and the transaction was treated as an issuance of common shares by Lotus Gold for the net assets of Ongwe as well as Ongwe's public listing, with Lotus Gold as the continuing entity. The excess of consideration over the fair value of net assets acquired has been recorded as a listing expense, consistent with the guidance of IFRS 2. For accounting purposes, Lotus Gold is treated as the accounting parent company (legal subsidiary) and Ongwe as the accounting subsidiary (legal parent) in these condensed interim consolidated financial statements. As Lotus Gold was deemed to be the acquiror for accounting purposes, these condensed interim consolidated financial statements are a continuation of Lotus Gold, with the net assets of Ongwe being consolidated from February 9, 2026, as well as Ongwe's operating results from that date forward. The comparative figures are those of Lotus Gold.

Pursuant to the Arrangement, each outstanding common share of Lotus Gold was exchanged at a ratio of 0.283223 Ongwe common shares per Lotus share (the "Exchange Ratio"). Lotus shareholders held 75,243,155 common shares immediately prior to closing and, upon application of the Exchange Ratio, received an aggregate of 21,310,578 common shares of the resulting issuer. The Exchange Ratio was applied retrospectively for each period presented in these condensed interim consolidated financial statements.

Immediately following completion of the Arrangement, former Ongwe shareholders held 11,667,166 common shares of the resulting issuer.

Accordingly, upon completion of the Arrangement and prior to any concurrent or subsequent financings, the resulting issuer had 32,977,755 common shares issued and outstanding, of which former Lotus shareholders held approximately 64.62% and former Ongwe shareholders held approximately 35.38%.

The RTO resulted in the shareholders of Lotus Gold obtaining control of the combined entity by obtaining control of the voting rights, governance, and management decision making processes, and the resulting power to govern the financial and operating policies of the combined entities.

Ongwe did not meet the definition of a business under IFRS 3, and the RTO transaction was treated as an issuance of common shares by Lotus Gold for the net assets of Ongwe as well as Ongwe's public listing, with Lotus Gold as the continuing entity. The excess of consideration over the fair value of net assets acquired has been recorded as a listing expense, consistent with the guidance of IFRS 2.

As a result of the Arrangement, Lotus shareholders became the controlling shareholders of the resulting issuer, and Lotus Gold Corporation Ltd. is considered the continuing reporting issuer from the Arrangement date. For accounting purposes, Lotus Gold is treated as the accounting parent company (legal subsidiary) and Ongwe as the accounting subsidiary (legal parent) in these consolidated financial statements. As Lotus Gold was deemed to be the acquiror for accounting purposes, its assets, liabilities and operations since incorporation are included in these financial statements at their historical carrying values. Ongwe's results of operations have been included from February 9, 2026 onwards. In accordance with reverse acquisition accounting:

  • The assets and liabilities of Lotus Gold are included at their historical value.

  • The net assets of Ongwe are included at fair value and estimated to be equal to their carrying value at February 9, 2026.

  • Share capital, reserves, and deficit of Ongwe up to the closing of the Arrangement on February 9, 2026, were eliminated.

The Arrangement transaction was measured at the fair value of the shares options and warrants that Lotus Gold would have had to issue to the shareholders of Ongwe, to give the shareholders of Ongwe the same percentage equity interest in the combined entity that results from the reverse acquisition had it taken the legal form of Lotus Gold acquiring Ongwe.

The number of shares which results in the estimated fair value of shares of Lotus Gold retained by Ongwe's shareholders is 11,667,166 and therefore the fair value is $5,600,240, which is based upon the estimated market price of $0.48 per common share. The acquisition cost includes Ongwe's share purchase stock options existing at the time of the RTO Transaction or 25,000 post-RTO stock options. The fair value of the stock options was calculated to be $3,640 using the Black-Scholes pricing model which requires the input of highly subjective assumptions; changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used in the option model: share price of $0.48, exercise price of $0.80, expected life from 0.82 to 1.95 years, expected volatility from 55% to 131% based on comparable entities, risk free interest rate of 2.48%, and dividend yield of 0%. In addition, the acquisition cost includes Ongwe's share purchase warrants existing at the time of the RTO Transaction or 2,494,029 post-RTO warrants. The fair value of the warrants was calculated to be $30,663 using the Black-Scholes pricing model which requires the input of highly subjective assumptions; changes in the subjective input assumptions can materially affect the fair value estimate. The following assumptions were used in the option model: share price of $0.48, exercise price from $0.80 to $1.60, expected life from 0.43 to 0.52 years, expected volatility of 100% based on comparable entities, risk free interest rate of 2.48%, and dividend yield of 0%.

The table below summarizes the estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date:

Net assets acquired: $

Cash 233,769

Restricted cash 2,635,296

Sales tax receivable 17,954

Due to related parties (1,298)

Accounts payable (1,503,719)

Convertible loan payable to Lotus Gold (210,000)

Obligation to issue shares

(3,379,212)

(2,207,210)

Consideration:

Common shares (fair value of 11,667,166 common shares at $0.48 per share)

5,600,240

Options and warrants assumed at RTO

34,303

5,634,543

Add: Net liabilities acquired

(2,207,210)

Excess paid

7,841,753

Listing expense

7,841,753

Pursuant to the Arrangement, Lotus Gold entered into a secured loan agreement with the Company for $300,000, bearing interest at 10% per annum. On January 28, the Company received repayment of $100,000 in cash and on March 5, 2026, the remaining $210,000 was repaid in cash. Upon completion of the RTO on February 9, 2026, the convertible loan became an intercompany balance and was eliminated on consolidation. The difference between the carrying amount of the receivable and payable represented pre-acquisition fair value adjustments of $79,063 recognized by Lotus Gold prior to obtaining control.

In connection with the RTO, Dave Underwood was appointed Chief Executive Officer of Ongwe and remains a director of the Company.

Belmont acquisition

On December 21, 2023, Ongwe entered into an assignment and assumption agreement with Sulliden Mining Capital Inc. ("Sulliden") to acquire up to a 70% interest in Belmont from Ongwe Minerals (Pty) Ltd. Belmont holds certain prospecting licenses in Namibia comprising the Khorixas Gold Project, Omatjete Gold Project, and Outjo Gold Project.

Pursuant to the terms of the agreement, Ongwe was required to make a series of cash payments, reimburse certain expenditures, issue common shares, and incur staged exploration expenditures in order to earn ownership interests in Belmont. The assignment and assumption agreement required a series of cash payments, reimbursement of expenses, and share consideration as follows:

  • $71,945(US$50,000) was payable within 90 days (paid in 2024).

  • $71,945 (US$50,000) was payable within 180 days. This amount was later amended to be payable by March 31, 2025 and then further amended to July 31, 2025 with an additional $14,389 (USD$10,000) payable as additional consideration for the payment extension and additional $115,825 in cash and issue 312,500 common shares to Sulliden (issued and paid in 2025).

  • $1,910,020 (US$1,400,000) in exploration expenditures within two years of the closing date to acquire 25% of the shares of Belmont (paid in 2025).

    • $1,910,020 (US$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 a total ownership of 51% (paid in 2025 and 2026)

    • $5,457,200 (US$4,000,000) in exploration expenditures over a three-year period from the closing date to acquire up to an additional 19% of the shares, resulting in a total ownership of 70% (not paid)

      During the year ended December 31, 2025, Ongwe completed the US$1,400,000 spending commitment and acquired 25% of the shares of Belmont, and during the three months ended March 31, 2026, Ongwe completed the $1,910,020 (US$1,400,000) in exploration spending commitment and acquired an additional 26% of the shares, resulting in total ownership of 51% of the shares of Belmont.

      Prior to obtaining an ownership interest in Belmont, exploration and evaluation expenditures incurred on the Namibian properties were recognized as exploration and evaluation expenditures in profit or loss in accordance with the substance of the earn-in arrangement.

      On March 7, 2026, the Company increased its earn-in ownership interest in Belmont Mineral Exploration (Pty Ltd) ("Belmont") from 25% to 51% through an additional payment of US$919,165 ($1,265,506), representing the remaining balance of the US$1,400,000 exploration expenditure commitment. Following this payment, the Company achieved a 51% ownership interest in Belmont, with a non-controlling interest recognized for the remaining 49% interest not owned by the Company. As Belmont did not meet the definition of a business under IFRS 3, Business Combinations, the transaction was accounted for as an acquisition of assets. From March 7, 2026, the assets, liabilities, revenues and expenses of Belmont are included in the consolidated financial statements.

      The table below summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date:

      Net assets acquired: $

      Cash and cash equivalents 175,738

      Sales tax receivable 362,001

      Accounts payable (659,064)

      Exploration expenses 121,325

      Fallout Investments (Pty) Ltd acquisition

      The Company, through its 51%-owned subsidiary Belmont Mineral Exploration (Pty) Ltd., owned 90% interest in Fallout Investments (Pty) Ltd. ("Fallout"), a Namibian entity holding Exploration Licence EPL7400 adjacent to the Company's Omatjete Project in Namibia.

      The acquisition was completed pursuant to a Sale of Shares Agreement dated July 24, 2025, following the satisfaction or waiver of all conditions precedent. As at the date of the acquisition, Fallout did not meet the definition of a business and as such, the acquisition does not qualify to be accounted for as a business combination under IFRS 3, Business Combination. Rather, the transaction is accounted for as an asset acquisition. The asset acquisition method was applied whereby certain assets and liabilities acquired were first recorded at their fair value based on the applicable IFRS Standard, and the residual purchase consideration was allocated to exploration and evaluation expenditures.

      Total consideration paid for the transaction consisted of:

  • Cash consideration of C$50,000, which was paid during the previous period; and

  • Contingent consideration comprising 175,000 common shares of the Company.

    The contingent consideration was not included in the cost of the asset acquisition on initial recognition, as contingent consideration in an asset acquisition is recognized separately when the recognition criteria under IAS 37, Provisions, Contingent Liabilities and Contingent Assets, are met. Based on management's assessment, the recognition criteria were met on March 9, 2026, upon completion of the Company's acquisition of a 51% interest in Belmont Mineral Exploration (Pty) Ltd.

    Accordingly, as at March 31, 2026, the Company recognized a liability of $192,500 relating to the obligation to issue the 175,000 common shares. The corresponding amount was recognized as exploration and evaluation expenditures. The consideration shares are subject to a 12-month contractual lock-up period and are subject to the rules and regulations of the TSX-V.

    The contingent consideration liability is subsequently remeasured to fair value at each reporting date with changes in fair value recognized in profit or loss. There was no change in the fair value of the liability between March 9, 2026 and March 31, 2026, as the Company's share price remained unchanged during that period.

    The agreement also provides for additional contingent milestone payments upon the delineation of mineral resources on the licence area as follows:

    • $750,000 upon the establishment of 1 million to 2 million ounces;

    • $1,250,000 upon the establishment of 2 million to 3 million ounces; and

    • $2,000,000 upon the establishment of more than 3 million ounces.

    These contingent milestone payments may, at the Company's discretion, be settled through the issuance of common shares.

    Dual listing

    On 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".

    SHARE ACTIVITY

    Three months ended March 31, 2026

    In connection with the RTO, the Company and Lotus Gold announced that they will complete non-brokered private placements (the "Concurrent Financing") for aggregate gross proceeds of up to $4,500,000 which, after giving effect to the RTO, will comprise the issuance of 9,000,000 common shares.

    On February 9, 2026, Lotus Gold closed a non-brokered private placement 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.

    Immediately after the closing of the RTO, Ongwe closed the second tranche of the Concurrent Financing for additional gross proceeds of $1,850,000 by issuing and additional 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 a day under the policies of the TSXV and Canadian securities laws.

    The Concurrent Financing proceeds were received and applied as follows:

    Receipt of funds

    $

    Proceeds received in reverse takeover

    2,869,065

    Proceeds received after reverse takeover relating to Concurrent Financing

    1,470,788

    Funds paid directly to Belmont for exploration expenditures

    89,000

    Funds paid for legal fees prior to closing of reverse take over

    421,147

    Total proceeds from Concurrent Financing

    4,850,000

    As a result of the RTO transaction, the Company issued 11,667,166 shares in the capital of the Company to former Ongwe shareholders for issued and outstanding common shares of Ongwe pursuant to the RTO. On February 9, 2026, pursuant to the RTO, the Company issued the following replacement warrants and options:

  • 335,597 warrants with an exercise price of $1.60 and expire on July 15, 2026

  • 13,125 warrants with an exercise price of $0.80 and expire on July 16, 2026

  • 908,702 warrants with an exercise price of $1.60 and expire on July 31, 2026

  • 47,511 warrants with an exercise price of $0.80 and expire on July 31, 2026

  • 1,156,594 warrants with an exercise price of $1.60 and expire on August 16, 2026

  • 32,500 warrants with an exercise price of $0.80 and expire on August 16, 2026

  • 12,500 stock options with an exercise price of $0.80 and expire on December 7, 2026

  • 12,500 stock options with an exercise price of $0.80 and expire on January 23, 2028

On May 21, 2026, the Company issued 1,313 common shares pursuant to the exercise of 1,313 warrants at a price of $0.80 per warrant, resulting in proceeds of $1,050.

Year ended December 31, 2025

On February 17, 2025, the Company closed a non-brokered private placement that raised gross proceeds of $253,992 by the issuance of 143,873 units of the Company at a price per unit of $1.77. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company for a period of 24 months from the issue date at a price of $2.65 per share.

Effective July 2025, the Company extended the expiry date of all outstanding common share purchase warrants. A summary of the revised warrant expiry dates is presented below.

Expiry date

Number of warrants

outstanding and exercisable

Issue date

Fair value

on issue date

Weighted average

remaining life (years)

Exercise price ($)

February 16, 20271

1,460,688

February 16, 2022

738,611

0.88

2.65

May 6, 20271

671,450

November 6, 2023

512,115

1.10

2.65

June 8, 20271

143,382

December 8, 2023

109,193

1.19

2.65

December 18, 20271

389,446

June 18, 2024

318,408

1.72

2.65

December 30, 20271

23,355

June 30, 2024

19,119

1.75

2.65

August 17, 20281

71,937

February 17, 2025

58,803

2.38

2.65

September 15, 20271

272,245

September 15, 2025

210,259

1.46

2.65

July 15, 2026

335,597

July 15, 2024

2,500

0.29

1.60

July 16, 2026

13,125

July 15, 2024

660

0.29

0.80

July 31, 2026

908,702

July 31, 2024

8,624

0.33

1.60

July 31, 2026

47,511

July 31, 2024

2,642

0.33

0.80

August 16, 2026

1,156,594

August 16, 2024

14,217

0.38

1.60

August 16, 2026

32,500

August 16, 2024

2,020

0.38

0.80

5,526,532

1,997,171

1.07

2.20

1 Effective July 2025, the Company extended the expiry dates of all outstanding common share purchase warrants.

On September 15, 2025, the Company closed a non-brokered private placement that raised gross proceeds of $961,241 by the issuance of 544,491 units of the Company at a price per unit of $1.77. Each unit consisted of one common share of the Company and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase one common share of the Company for a period of 24-months from the issue date at a price of $2.65 per share.

Contributed Capital

During the three months ended March 31, 2026, the Company entered into termination and release agreements with certain consultants to settle outstanding consulting fees in connection with the RTO.

Pursuant to these agreements, consulting fees payable of $430,082 were settled as at March 31, 2026. Cash payments of

$124,540 were made during the period in full and final settlement of a portion of the outstanding balances, and the remaining balance of $305,542 were forgiven. As a result, $305,542 was recognized in equity as contributed capital, as the creditors were shareholders of the Company.

PROJECT SUMMARIES AND ACTIVITIES

Ongwe is advancing its exploration efforts through a number of key projects, each demonstrating encouraging potential:

Namibian operations update

Khorixas Gold Project (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

    • The intrusion related K-17 prospect, which contains Cu and Au mineralization associated with elevated Mo, Ag and U.

  • High-grade results have been recorded at Belmont, including a peak grab sample of 144 g/t gold.

  • A total of 45 short percussion holes were drilled at Belmont, 33 at the BK1 target, 7 at Annex and 5 at BK2. The best return was 4m @ 10.22g/t at BK2.

  • Aa total of 4 diamond boreholes were drilled at Belmont, 2 at the VG Hill target and 2 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 geophysics 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 Project (151,800 ha):
  • The Omatjete project is located 30km along strike from the Kokoseb 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 Kokoseb 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 (46,000 ha):
  • Outjo is a greenfields project representing a new exploration opportunity along strike to the east of Osino's Eureka gold discovery.

  • The Outjo licence package covers highly prospective lithology which hosts the other gold deposits in Namibia.

  • To date a total of 2200 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 three early-stage surface discoveries at Manga, Belmont and K-17.

Egyptian operations background

On January 20, 2021, the Company and Egypt Mineral Resources Authority ("EMRA") signed the exploration license agreements to explore for gold and associated minerals in Egypt. As at December 31, 2023, the Company had also prepaid

$146,326 (USD$110,636) in rental commitments to be expensed over the next 12 months and Letters of Guarantee issued in favor of EMRA related to these concessions. As at December 31, 2024, the prepaid rental commitments were fully expensed.

The seven blocks awarded in 2020 consist of two exploration agreements with EMRA, the Wadi Zeidun and Umm Samra agreements. Following the first two-year term, the Wadi Zeidun and Umm Samra properties were renewed for 2 years with a reduction in size. In addition to renewing parts of the Zeidun and Umm Samra properties, the Company also relinquished two blocks that made up part of the Wadi Zeidun exploration agreement with EMRA. These two blocks known as Wadi Ghozah, were relinquished in their entirety at the end of the first exploration period in November 2023.

In May 2022, the Company was awarded an additional three gold exploration license blocks (sectors) in the second round of the competitive bid process implemented by the Egyptian Mineral Resources Authority "EMRA" in the Eastern Desert of Egypt.

On June 1, 2023, the Company entered into an asset purchase agreement with B2Gold Corp. ("B2Gold") for the acquisition and assignment of mineral rights in the Arab Republic of Egypt within the Eastern Arabian Nubian-Shield. On December 22, 2023, the Company issued 987,185 common shares as share consideration to B2Gold with an estimated fair value of

$1,359,427.

Additionally, B2Gold will have the option to acquire up to an additional 987,185 common shares of the Company at an exercise price of $1.77 per share for a period of 24 months from the date, the "Listing Date" that the Company's common shares or listed common shares, as the case may be, become listed and posted for trading on a public stock exchange.

The Company was assigned the B2Gold mineral rights by EMRA in January 2024, and these areas are known as the Umm Salim project. The Umm Salim project consists of 5.5 blocks.

As at March 31, 2026, the Company has the equivalent of approximately 11 blocks in four different but mostly contiguous project areas totaling approximately 1,930 km2.

Effective April 15, 2026, due to the Company's inability to commence exploration activities as a result of outstanding security clearance in the Umm Salim concession area, the Company applied to relinquish the concession. Concurrently, the Company initiated the process with EMRA for the return of the USD$800,000 letter of guarantee, together with any applicable interest. The outcome of this process remains subject to regulatory approval. There can be no assurances that this letter of guarantee will be returned. The related letter of credit was extended on May 6, 2026, for an additional 13 months to July 2027 pending release of the guarantee.

Egyptian operations update

Siqdid

The Siqdid Exploration Agreement remains in good standing following EMRA's approval to extend the current exploration phase to September 2026. No field exploration, mapping, or sampling activities were conducted during Q1 2026.

Umm Salim

No field activities were undertaken during Q1 2026 due to ongoing security challenges and the absence of required security permits.

Umm Samra

The Umm Samra Exploration License remains in its Second Exploration Phase, which has been extended to November 2026. No exploration work was completed during the quarter.

Wadi Zeidun

The Wadi Zeidun Exploration License entered its Third Exploration Phase following EMRA approval of the renewal and partial relinquishment of the license area. Exploration during the quarter included detailed geological mapping east of the previously drilled area and the collection of 84 rock chip samples.

OUTLOOK

Ongwe finalized its RTO on February 9, 2026 and is now positioned with strategic license packages in Namibia and Egypt. The primary focus of the Company going forward will be the Namibian projects where three early-stage gold and gold-copper discoveries have been made with scale potential. During Q2 of 2026, an extensive bedrock sampling program will be carried out at Manga and Belmont to define drill targets beneath the calcrete cover. A diamond drill program is planned for Q3 and Q4 of 2026 based on the results of the bedrock sampling program. At the same time, regional soil and calcrete sampling will continue on the newly added ground to the east of the Manga Prospect at Omatjete.

In Egypt the company made a greenfields gold discovery at Bisillah North (Um Samra), featuring two quartz carbonate altered shear zones with a strike of about 1km each. This prospect was drilled and trenched by the company and several positive gold intercepts were returned. These initial results should be followed up by infill drilling and trenching to identify high grade shoots along the strike length. At the Ash prospect (Wadi Zeidun), the company made a polymetallic discovery which was tested with limited trenching and drilling. Planned expansion work includes district scale mapping, ground EM and trenching.

EXPLORATION TEAM AND QUALIFIED PERSON

For the Namibian operations, the 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.

For the Egyptian operations, Dave Underwood is the qualified person for the Company as defined in the National Instrument 43-101 and has reviewed the technical information from the properties under license.

OVERALL PERFORMANCE

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.

CASH FLOW ANALYSIS

Operating Activities

During the three months ended March 31, 2026, cash used in operating activities was $1,706,433 (2024 - $719,025) for the activities as described in "Results of Operations" below, including exploration expenses.

Investing activities

During the three months ended March 31, 2026, the Company generated cash of $3,143,945 primarily due to cash acquired from Ongwe in connection with the concurrent financing received prior to the RTO, which was recorded as cash received on the acquisition of a subsidiary. This compares to cash used in investing activities of $918 during the three months ended March 31, 2025, primarily related to the purchase of property and equipment.

Financing activities

During the three months ended March 31, 2026, the Company received net proceeds of $1,470,788 (2024 - $253,993) from private placements for the issue of common shares in the Company.

Results of Operations - For the three months ended March 31, 2026 and 2025

A summary of the Company's result of operations is as follows:

Three months ended

March 31, 2026

$

March 31, 2025

$

Expenses

Consulting fees

63,314

127,921

General and administrative

39,381

22,885

Marketing & Advertising

15,000

-

Professional fees

91,329

65,833

Corporate fees

11,684

10,500

Shareholder communications

4,500

-

Travel expenses

3,689

4,618

Wages and salaries

34,361

44,862

Amortization expense

8,392

11,166

Exploration expense

2,018,062

1,045,170

Bank charges and interest

9,255

10,133

Foreign exchange loss/(gain)

(62,237)

1,129

Transfer and filing fees

82,169

529

Loss before other income

(2,318,899)

(1,344,746)

Other items

Gain on revaluation of warrant component of debentures

494,183

110,778

Loss on convertible loan receivable

(79,063)

-

Investment income

4,095

-

Listing expense

(7,841,753)

-

Interest income

7,842

18,401

Total other items

(7,414,696)

129,179

Loss for the period before income tax

(9,733,595)

(1,215,567)

Income tax expenses

-

(9,097)

Loss for the period

(9,733,595)

(1,224,664)

Other comprehensive income/ (loss)

Foreign exchange income / (loss) on translating foreign operations

1,196,408

(586)

Net loss and comprehensive loss for the period

(8,537,187)

(1,225,250)

Net loss attributable to:

Shareholders

(9,606,479)

(1,224,664)

Non-controlling interests

(127,116)

-

Net loss and comprehensive loss attributable to:

Shareholders

(8,487,752)

(1,225,250)

Non-controlling interests

(49,435)

-

Loss per share - basic and diluted

(0.29)

(0.06)

Weighted average number of common shares outstanding

33,181,226

20,687,906

For the three months ended March 31, 2026, the Company incurred a net loss of $9,733,595 compared to the three months ended March 31, 2025 of $1,224,664. The current period includes $2,018,062 spending on exploration activities compared to $1,045,170 for the same period during the prior year. The overall loss before other income was $2,318,899 compared to

$1,344,746 for prior year comparable period.

The net loss for the three months ended March 31, 2026 included an interest income of $7,842 (2025 - $18,401) and fair value adjustment on revaluation of warrant liability of $494,183 (2025 - $110,778).

Some of the significant charges to operations are as follows:

  • Exploration expenses of $2,018,062 (2025 - $1,045,170) increased during the period as a result of the RTO and the Belmont acquisition. The Company incurred expenses mainly on the new property acquired in the subsidiary in Namibia. The Company continues to expense exploration expenses as they are incurred, and were mainly incurred in Namibia.

  • Consulting fees of $63,314 (2025 - $127,921) includes payment of $22,500 (2025 - $67,500) to key management, as they are responsible for planning, directing and controlling the activities of the company. The expenditure decreased due to the Company's effort to preserve cash.

  • General and administrative expenses, which comprise office expenses of $3,700 (2025 - $2,921), meals and entertainment of $nil (2025 - $133), rent expense of $12,227 (2025 - $2,250), tax expenses of $nil (2025 -$9,581), bank charges of $1,642 (2025 - $nil) and certain administrative expenses of $21,812 (2025 - $8,000), decreased to

    $39,381 (2025 - $22,885) during the period primarily due to lower corporate activity, reduced overheads in Egypt and Canada and additional cost management initiatives to reduce overall running costs of the group.

  • Professional fees of $91,329 (2025 - $65,833) includes accounting fees, auditing fees and legal fees incurred and remained relatively consistent with overall spend in the prior period, although the spend allocation was different. The Company incurred significant fees in connection with the RTO.

  • Transfer and filing fees of $82,169 (2025 - $529) increased significantly as the Company completed the RTO during the period.

Summary of Quarterly Results

March 31,

2026

$

December 31,

2025

$

September 30,

2025

$

June 30,

2025

$

Loss and comprehensive loss attributable to shareholders

8,487,752

631,790

520,789

600,887

Loss and comprehensive loss

attributable to non-controlling interest

49,435

-

-

-

Basic and diluted loss per share*

0.29

0.01

0.01

0.01

Total assets

5,205,562

2,304,685

3,551,217

2,850,027

Working capital surplus/ (deficiency)

2,157,354

(184,068)

11,386

(564,333)

March 31,

2025

$

December 31,

2024

$

September 30,

2024

$

June 30,

2024

$

Loss and comprehensive loss attributable to shareholders

1,225,250

1,307,055

734,431

857,729

Basic and diluted loss per share*

0.06

0.02

0.01

0.01

Total assets

3,311,432

3,786,432

3,621,976

4,983,623

Working capital surplus/(deficiency)

(124,877)

704,814

1,494,127

2,256,014

* No exercise or conversion is assumed during the quarters in which a net loss is incurred, as the effect is anti-dilutive.

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 VENTURES WITHOUT SIGNIFICANT REVENUE

The Company's exploration portfolio in Namibia includes the Khorixas, Omatjete, and Outjo Gold Projects. Khorixas has seen extensive work with over 33,000 soil and calcrete samples, multiple drilling programs, and high-grade gold and copper-silver results, including peak gold values up to 144 g/t and multiple mineralized intercepts. Omatjete, located along strike from a major regional gold deposit, has over 9,500 soil samples and limited drilling that confirmed widespread gold mineralization across all holes. Outjo is a greenfield project with early-stage soil sampling covering less than half the license area to date, located along trend of known regional gold discoveries.

Limited field work was undertaken in Egypt during the quarter.

Exploration expenditures for the first quarter of 2026 totaled $2,018,062, primarily relating to the completion of the second phase of the earn-in agreement in Namibia to increase the Company's interest in Belmont to 51%.

USE OF FUNDS

The Company's uses of funds analysis incorporate all spend and expected spend except for any IFRS non-cash adjusted items, investment income receipts, finance cost expenditure in the form of interest, and fair value adjustments and non-cash accruals.

Funds available

Remaining

Commitments

through

Cumulative

Commitments

Concession spending analysis

brought forward

Jan 1, 2025(1)

financing and

other forms(2)

spend for the

year to date3

at March 31,

20264

$

$

$

$

Exploration development Egypt5

(5,110,893)

(485,000)

210,110

(5,818,643)

Exploration development Namibia6

-

(3,395,000)

1,686,627

(5,170,109)

Capital expenditures

-

(242,500)

858

(249,678)

General and administrative expenses

-

(485,000)

39,381

(537,021)

Corporate general and

administrative7

-

(145,500)

188,931

(338,223)

Unallocated working capital

-

(97,000)

82,169

(181,697)

Total

(5,110,893)

(4,850,000)

2,208,076

(12,295,371)

Notes:

  1. Balance relates to the remaining committed spend Egypt as of January 1, 2026.

  2. Funds raised during year comprise of the concurrent financing that were part of the RTO.

  3. The actual spend is calculated on a cumulative basis for the year to date, across all the Company's work programs. It excludes any non-cash expenditure.

  4. The Company's board of directors has approved the budget for FY2026, as well as the use of funds raised during the respective

    years. The budget is based on the Company's working capital reserves on hand and the approved work program for the ensuing financial year.

  5. These Use of Funds was/is being applied to advancing the Company's exploration-stage mineral properties in Egypt's eastern

    Arabian Nubian Shield.

  6. These Use of Funds was/is being applied to advancing the Company's exploration-stage mineral properties in Namibia.

  7. Corporate general and administrative expenses include (i) management and consulting fees, (ii) professional fees for assistance on financings and corporate initiatives, (iii) regulatory, secretarial and public relations costs, (iv) costs related to the filing of the amended technical reports, (v) advisory costs to advance the project and (vi) other G&A expenditures.

LIQUIDITY AND CAPITAL RESOURCES

The financial statements have been prepared on a going-concern basis, which assumes the realization of assets and liquidation of liabilities in the normal course of business. Continuing operations, as intended, are dependent on management's ability to raise required funding through future equity issuances, its ability to acquire resource property or business interests and develop profitable operations or a combination thereof, which is not assured, given today's volatile and uncertain financial markets. The Company may revise programs depending on its working capital position.

As at March 31, 2026 the Company had a working capital of $2,157,354 (December 31, 2025 working capital deficiency -

$184,068) which primarily consisted of cash and cash equivalents of $3,614,482 (December 31, 2025 - $706,182), prepaids and deposits of $33,619 (December 31, 2025 - $36,739), GST and other tax credits receivables of $394,615 (December 31, 2025 - $21,223) convertible loan receivable of $nil (December 31, 2025 - $389,063), and term deposit of $1,117,307 (December 31, 2025 - $1,098,667).

Current liabilities of $3,002,669 (December 31, 2025 - $2,435,942), mainly consisting of accounts payable and accrued liabilities of $1,553,948 (December 31, 2025 - $822,718), due to related parties of $467,575 (December 31, 2025 -

$330,395), and warrant component of debentures of $788,646 (December 31, 2025 - $1,282,829). As at March 31, 2026, the Company had total assets of $5,205,562 (December 31, 2025 - $2,304,685).

The Company has entered into several bid bonds and letters of guarantee for gold exploration rights/concessions in the Arab Republic of Egypt in connection with Bid Round 1, 2020 and Bid Round 2, 2021 and corresponding to various land sectors as per the mining exploration agreements executed with the Company. In order to meet the bid round terms, the Company committed to agreements for Standby Letters of Credit or Guarantees. Details with respect to the Company's commitments on Bid Bonds and Letters of Credit have been fully disclosed in the annual and interim financial statements of the Company.

The Company must pay to EMRA annual rental fees per km2 of land included in the exploration areas. The rental payments are due in advance and shall be payable as follows: EGP5,000 per km2 for each year of the first exploration period of 2 years; EGP10,000 per km2 for each year of the second exploration period of 2 years; EGP15,000 per km2 for each year of the third exploration period of 2 years and EGP20,000 per km2 for each year of the fourth and last exploration period of 2 years.

In December 2023, in accordance with the terms of the asset purchase agreement signed with B2Gold, the Company was required to register a letter of guarantee representing 10% of the minimum exploration commitment during the first exploration period of USD$800,000 covering the Umm Salim exploration areas. The Company is subject to a spending commitment of USD $8,000,000 over a 2-year period, effective on January 13, 2024. As at March 31, 2026 the Company was yet to receive security clearance and the necessary permits from EMRA to access the Umm Salim concession area. The period in which to meet minimum exploration commitment during the first exploration period of US$8,000,000 covering the Umm Salim exploration areas is therefore yet to begin.

As at March 31, 2026, the Company had met the committed spend requirement for the Siqdid blocks, while the commitment for the Umm Salim blocks remains outstanding. Effective December 31, 2024, the remaining commitment to meet the required spend for the Siqdid blocks in order to release the related letter of credit was USD $697,602, and as at December 31, 2025, the committed spend requirement was met and on October 7, 2025, the letter of credit of USD $246,500 was received. As at March 31, 2026, the Company has yet to meet the full committed spend for the Umm Salim blocks. The remaining commitment to meet the committed spend to release the letter of guarantee amounts US$7,791,024.

As at March 31, 2026, as the Company has not met the minimum expenditure commitments, as exploration activities have not commenced due to the outstanding security clearance in the area, no accrual has been recognized in respect of the USD$8,000,000 minimum exploration commitment, as the obligation has not yet been triggered. On April 15, 2026, the Company initiated the process with EMRA to cancel the Umm Salim licence on account of not being able to receive security clearance to safely access the exploration area and simultaneously requested the return of the US$800,000 letter of guarantee related to the Umm Salim concession. Effective May 6, 2026, the related letter of credit was extended for an additional 13 months to July 2027 pending release of the guarantee. There can be no assurances as to whether the letter of guarantee will be refunded.

Other than the above-mentioned current liabilities, the Company has an obligation to maintaining its mineral properties in good standing. The Company has no other short-term capital spending requirements and future plans and expectations are based on the assumption that the Company will realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation.

There can be no assurance that the Company will be able to obtain adequate financing in the future or if available that such financing will be on acceptable terms. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various programs and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings. Any equity offering will result in dilution to the ownership interests of the Company's shareholders and may result in dilution to the value of such interests.

Historically, the Company's sole source of funding has been loans from related parties, private placements and debt financings. The Company's access to financing is always uncertain and largely a factor of capital markets sentiment. There can be no assurance of continued access to significant equity funding. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company's liabilities are predominantly due within 30 days of December 31, 2025, and the committed spend requirements for Zeidun, Siqdid and Umm Samra have been fully met, with confirmation of such spend by EMRA. In addition, the Company is committed to meeting certain ongoing expenditure requirements associated with its Namibia exploration licenses.

The following table summarizes the Company's cash on hand, working capital and cash flow activities:

March 31, 2026

$

December 31, 2025

$

Cash

3,614,482

706,182

Working capital (deficiency)

2,157,354

(184,068)

Three months ended

March 31, 2026

$

March 31, 2025

$

Cash used in operating activities

(1,706,433)

(719,025)

Cash provided by (used in) investing activities

3,143,945

(918)

Cash provided by financing activities

1,470,788

253,993

Change in cash

2,908,300

(465,950)

The Company is dependent on the sale of common shares of the Company to finance its exploration activities, property acquisition payments and general and administrative costs. The Company will have to raise additional funds in the future to continue its operations. There can be no assurance, however, that the Company will be successful in its efforts. If such funds are not available or other sources of financing cannot be obtained, then the Company will be forced to curtail its activities.

CAPITAL RESOURCES

The 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 in Egypt and Namibia for the three months ended March 31, 2026. 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. A large majority of the exploration expenditures are denominated in the US dollars giving rise to market risk from changes in foreign exchange rates, which may negatively or positively impact the Company's working capital.

OFF-BALANCE SHEET ARRANGEMENTS

The Company does not utilize off-balance sheet transactions.

OUTSTANDING SHARE DATA

The 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, 42,679,057 (March 31, 2026 - $42,677,744) common shares were issued and outstanding.

The Company has 5,525,220 (March 31, 2026 - 5,526,532) common share purchase warrants exercisable from $0.80 to

$2.65 per common share expiring between July 2026 and August 2028, and 1,381,393 (March 31, 2026 - 1,381,393) share purchase warrants exercisable at $1.06 per common share expiring on August 9, 2027.

The Company has 1,012,185 (March 31, 2026 - 1,012,185) common share purchase options outstanding exercisable from

$0.80 to $1.77 per stock option expiring December 31, 2027.

DIRECTORS AND OFFICERS

The Directors, Executive Officers, and related companies of the Company are as follows: Michael Silver - Director

Heye Daun - Non-executive Director

Alan Friedman - Non-executive Director

Omar Nasser - Director and Country Manager - Egypt

Dave Underwood - Director and Chief Executive Officer

Tony da Silva - Chief Financial Officer

Jeddiah Richardson - Director

Delta Energy Advisory - Company owned or controlled by Omar Nasser (Director) MEC Holdings - Company owned or controlled by Omar Nasser (Director) VLCY Capital Partners Ltd. - Company owned or controlled by Mike Silver (Director)

RELATED PARTY TRANSACTIONS

Key management compensation

Key management are those personnel having the authority and responsibility for planning, directing and controlling the Company and include the President and Chief Executive Officer, Chief Financial Officer, Executive Chairman and Directors. The following table lists the compensation costs paid directly to, or to companies controlled by, key management personnel for the three months ended March 31, 2026 and 2025.

During the three months ended March 31, 2026 and 2025, the Company incurred the following related party transactions.

Three months ended

Name

Relationship

Purpose of transaction

March 31,

2026

$

March 31,

2025

$

VLCY Capital Partners Ltd.

Company controlled by Michael Silver, Director

Consulting fees

12,500

37,500

Delta Energy Advisory

Company controlled by Omar Nasser, Director

Consulting fees

10,000

30,000

Total

22,500

67,500

As at March 31, 2026, the Company recorded $114,680 ((December 31, 2025 - nil) owing to a Company under common control. In addition, the Company recorded $179,395 and $173,500 (December 31, 2025 - $166,895 and $163,500, respectively) of related party payments owing to a Director and Country Manager/Director of the Company, respectively. The balances reflect amounts owing for the current period as well as certain prior periods that remain unpaid and are recorded as due to related parties. These balances are unsecured, non-interest bearing, and are due on demand.

During the three months ended March 31, 2026, the Company issued 150,000 common shares and 100,000 common shares to the CEO and a Director, respectively.

PROPOSED TRANSACITONS

There are no other proposed transactions that are expected to have a material impact on the Company's performance.

ACCOUNTING POLICIES AND PRONOUNCEMENTS

The 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 instrument fair value and risk factors

Financial instruments

Below is a summary showing the classification and measurement of the Company's financial instruments:

Classification IFRS 9

Cash and cash equivalents Amortized cost

Term deposits Amortized cost

Accounts payables and accrued liabilities Amortized cost

Warrant component of debentures FVTPL

Obligation to issue shares FVTPL

Convertible loan receivable FVTPL

Due to related parties Amortized cost

Classification

The Company classifies its financial instruments in the following categories: at fair value through profit and loss ("FVTPL"), at fair value through other comprehensive loss ("FVTOCI") or at amortized cost. The Company determines the classification of financial assets at initial recognition. The classification of debt instruments is driven by the Company's business model for managing the financial assets and their contractual cash flow characteristics. Equity instruments that are held for trading are classified as FVTPL. For other equity instruments, on the day of acquisition the Company can make an irrevocable election (on an instrument-by-instrument basis) to designate them as at FVTOCI. Financial liabilities are measured at amortized cost, unless they are required to be measured at FVTPL (such as instruments held for trading or derivatives).

Measurement

Financial assets and liabilities at amortized cost

Financial assets and liabilities at amortized cost are initially recognized at fair value plus or minus transaction costs, respectively, and subsequently carried at amortized cost less any impairment. Instruments classified as amortized cost are measured at amortized cost using the effective interest rate method.

Financial assets and liabilities at FVTPL

Financial assets and liabilities carried at FVTPL are initially recorded at fair value and transaction costs are expensed. Realized and unrealized gains and losses arising from changes in the fair value of the financial assets and liabilities held at FVTPL are included in the consolidated statements of loss in the period in which they arise.

Impairment of financial assets at amortized cost

The Company recognizes a loss allowance for expected credit losses on financial assets that are measured at amortized cost. At each reporting date, the Company measures the loss allowance for the financial asset at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since initial recognition. If at the reporting date, the financial asset has not increased significantly since initial recognition, the Company measures the loss allowance for the financial asset at an amount equal to the twelve month expected credit losses. The Company recognizes in the consolidated statements of loss, as an impairment gain or loss, the amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognized.

Derecognition

Financial assets

The Company derecognizes financial assets only when the contractual rights to cash flows from the financial assets expire, or when it transfers the financial assets and substantially all of the associated risks and rewards of ownership to another entity. Gains and losses on derecognition are recognized in the consolidated statements of loss.

Financial liabilities

The Company derecognizes financial liabilities only when its obligations under the financial liabilities are discharged, cancelled or expired. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable, including any non-cash assets transferred or liabilities assumed, is recognized in the consolidated statements of loss.

Fair value

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;

  • Level 3 - Inputs that are not based on observable market data.

The Company's financial instruments include cash and cash equivalents, term deposits, accounts payable and accrued liabilities, obligation to issue shares, due to related parties, and warrant component of debentures. The carrying value of these financial instruments approximates their fair value.

For financial instruments that are recognized at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. Investments which are Level 3 and become public issuers during the year are transferred to Level 1 or 2.

The following is an analysis of the Company's financial assets and liabilities measured at fair value as at March 31, 2026 and December 31, 2025:

As at December 31, 2025 Level 1 $ Level 2 $ Level 3 $

Warrant component of debentures - 788,646 -

As at December 31, 2025

Level 1

$

Level 2

$

Level 3

$

Warrant component of debentures

-

-

1,282,829

Convertible loan receivable

-

-

389,063

The following table presents the changes in fair value measurements of financial instruments classified as Level 3 for the periods ended March 31, 2026 and December 31, 2025. These financial instruments are measured at fair value utilizing non-observable market inputs based on specific company information and general market conditions.

Opening balance at January 1,

Purchases

Transfer to Level 1 or 2

Net unrealized gains (losses)

Ending balance

2026

$1,282,829

$Nil

$(778,646)

$(494,183)

$Nil

The Company estimated the fair value of the warrant component of the debentures using the Black-Scholes Pricing Model. Note 10 outlines the key assumptions used by the Company in determining the estimated fair value of the warrant liability and convertible loan receivable.

The Company uses significant unobservable inputs to estimate the fair value of this liability at each reporting date, such estimated share price, expected volatility, risk-free interest rate and expected life of the warrants.

The Company estimated the fair value of the convertible loan receivable using an equity-based valuation approach based on the underlying shares issuable upon conversion. Key assumptions include the estimated share price.

Significant unobservable inputs are classified as Level 3 inputs under IFRS, reflecting management's best estimate of what market participants would use in valuing the liability at the measurement date and is dependent on the availability of market-based information. A +/-5% change in the estimated volatility would result in an approximately +/-$3,200 change (2025 -

+/- $36,000) in the loss and comprehensive loss of the Company for the three months ended March 31, 2026. A +/-5% change in the estimated share price would result in an approximately +/-$24,500 (2025 - +/- $84,800) change in the Company's loss for the three months ended March 31, 2026. A +/-5% change in the time to expiration date would result in an approximately +/-$17,800 (2025 - +/- $18,800) change in the Company's loss for the three months ended March 31, 2026.

Risk factors

The Company is exposed in varying degrees to a variety of financial instrument related risks.

Credit Risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company is exposed to minimal credit risk on cash and cash equivalents, term deposits, restricted cash, and bid bonds. The risk is mitigated by cash and cash equivalents and term deposits. The Company holds cash and cash equivalents in the form of GIC's.

Currency Risk

Currency risk is due to monetary assets and liabilities being denominated in currencies other than its functional currencies. The Company does not use derivative instruments to reduce its exposure to foreign currency risk. The Company has a portion of its assets and cash reserves in United States Dollar and the Egyptian Pound.

The following assets were denominated in foreign currencies and presented in Canadian dollars:

March 31

March 31

December 31,

December 31,

2026

EGP

2026

USD

2025

EGP

2025

USD

Cash and cash equivalents

2,824,667

9,148

1,950,725

9,205

Term deposits

-

800,000

-

800,000

2,824,667

809,148

1,950,725

809,205

A fluctuation of +/-5% provided as an indicative range in currency movement, on assets that are denominated in foreign currencies other than Canadian dollars, with all other things being equal, have an effect on the after-tax loss and comprehensive loss approximately +/- $4,200 (December 31, 2025 -+/-$58,000) for the three months ended March 31, 2026.

Interest Rate Risk

Interest rate risk is the risk due to variability of interest rates. The Company has cash balances and interest-bearing debt with fixed rates; therefore, interest rate risk is minimal.

Liquidity Risk

Liquidity risk is the risk that the Company is unable to meet its financial obligations as they fall due. The Company takes steps to ensure that it has sufficient working capital and available sources of financing to meet future cash requirements for capital programs and operations.

The Company intends to issue equity to ensure the Company has sufficient access to cash to meet current and foreseeable financial requirements. The Company actively monitors its liquidity to ensure that its cash flows and working capital are adequate to support its financial obligations and the Company's capital programs. There is no assurance that the Company will be able to raise additional sources of financing.

The contractual maturity of the warrant component of the debenture is 2027.

Other price risk

Other price risk is the risk that the fair 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 foreign currency risk. The Company is not exposed to other price risk.

RISK AND UNCERTAINTIES

The Company's principal activity is mineral exploration and development. Companies in this industry are subject to many and varied kinds of risk, including but not limited to, environmental, metal prices, political and economic.

The mineral exploration business is risky and most exploration projects will not become mines. The Company may offer an opportunity to a mining company to acquire an interest in a property in return for funding all or part of the exploration and development of the property. For the funding of property acquisitions and exploration that the Company conducts, the Company depends on the issue of shares from the treasury to investors. These stock issues depend on numerous factors including a positive mineral exploration environment, positive stock market conditions, a company's track record and the experience of management.

The Company has no significant source of operating cash flow and no revenues from operations. The Company has not yet determined whether its mineral property contains mineral reserves that are economically recoverable. The Company has limited financial resources. Substantial expenditures are required to be made by the Company to establish reserves. There

is no guarantee that the Company will be able to contribute or obtain all necessary resources and funds for the exploration and exploitation of its permits, and may fail to meet its exploration commitments.

The properties that the Company has an option to earn an interest in is in the exploration stages only, are without known bodies of commercial mineralization and have no ongoing mining operations. Mineral exploration involves a high degree of risk and few properties, that are explored, are ultimately developed into producing mines.

Exploration of the Company's mineral properties may not result in any discoveries of commercial bodies of mineralization. If the Company's efforts do not result in any discovery of commercial mineralization, the Company will be forced to look for other exploration projects or cease operations. The Company is subject to the laws and regulations relating to environmental matters in all jurisdictions in which it operates, including provisions relating to property reclamation, discharge of hazardous material and other matters.

There are currently wars and rumors of wars and terrorism ongoing in the middle east, with missiles and acts of violence and vindication of various groups. To date these activities have not influenced the Company's operations, however if ongoing, it may eventually spread out and influence the Company's plans and operations which may be halted, delayed for a period, or terminated.

Environmental Contingencies

The Company's mineral exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. As a triggering event has not taken place, no provisions have been recorded as at March 31, 2026 and December 31, 2025.

Title to Exploration and Evaluation Properties

Although the Company has taken steps to verify title to its exploration and evaluation properties, in accordance with industry standards for the current stage of exploration of such property, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements and noncompliance with regulatory and environmental requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, currency exchange fluctuations and restrictions and political uncertainty.

TRENDS

Trends in the industry can materially affect how well any junior exploration company is performing and by the capital markets which have made the raising of finance difficult. Under the current economic conditions, the Company is advancing its property as quickly as possible while still remaining prudent when considering large cost items such as drilling and geophysics.

FINANCIAL AND DISCLOSURE CONTROLS AND PROCEDURES

During the three months ended March 31, 2026, there has been no significant change in the Company's internal control over financial reporting since last year.

The Chief Executive Officer and Chief Financial Officer of the Company are responsible for establishing and maintaining appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, reliable and timely. They are also responsible for establishing adequate internal controls over financial reporting to provide sufficient knowledge to support the representations made in this MD&A and the financial statements of the Company for the three months ended March 31, 2026.

Cautionary Statement

This 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 Fax: +1 604 687 3141

Website: https://www.ongweminerals.com Email: info@ongweminerals.com

DIRECTORS & OFFICERS INVESTOR RELATIONS

Jed Richardson, Director1 Toll Free: +1 877 325 3838 Dave Underwood, CEO, Director

Heye Daun, Director1

Alan Friedman, Chairman, Director1 Tony da Silva, CFO

1 Members of the Audit committee

STOCK EXCHANGE LISTINGS

TSX Venture Exchange (TSX-V) Trading Symbol "OGW" Namibia Securities Exchange (NSX) Trading Symbol "ONG"

SHARE CAPITAL

Authorized: Unlimited

Issued: 42,679,057

Options: 1,012,185

Warrants: 6,906,613

Fully Diluted 50,597,855

TRANSFER AGENT & REGISTRAR

Odyssey Trust Company

Trader's Bank Building, 702 - 67 Yonge Street, Toronto, Ontario, M5E 1J8

AUDITORS

McGovern Hurley LLP, Chartered Accountants

251 Consumers Road, Suite 800, North York, ON, M2J 4R3, Canada