Great Quest Gold signs reverse takeover deal with Lotus Gold to unlock exploration upside in Egypt

Great Quest Gold Ltd. (TSX-V: GQ) has entered into a definitive arrangement agreement with Lotus Gold Corporation in a strategic reverse takeover (RTO) that will combine their operations under a new public vehicle focused on mineral exploration in Egypt. The transaction, announced on June 26, 2025, will result in Great Quest acquiring all outstanding Lotus shares through a court-approved plan of arrangement governed by the Business Corporations Act of British Columbia. As part of this transaction, Lotus will become a wholly owned subsidiary of Great Quest, forming a newly consolidated exploration entity targeting untapped gold reserves in the Eastern Desert of Egypt. The resulting issuer will be jointly managed by leadership from both companies, subject to shareholder and regulatory approval.

The reverse takeover positions Lotus shareholders to own 63.3 percent of the resulting issuer’s equity, with existing Great Quest Gold shareholders holding 36.7 percent. This structure reflects the relative contribution of Lotus Gold’s expansive Egyptian landholdings and exploration momentum. The final share distribution will be determined following the completion of a CAD$500,000 bridge financing round, which is expected to close ahead of the transaction. All outstanding Lotus warrants will also convert to equivalent Resulting Issuer (RI) shares, ensuring equity continuity across both entities. Great Quest Gold has clarified that further announcements will specify the valuation framework and share metrics after the financing terms are finalized.

What financial and legal steps are required to close the Great Quest and Lotus Gold reverse takeover agreement?

The completion of the transaction is subject to a combination of court, regulatory, and shareholder approvals. The Supreme Court of British Columbia must approve the legal structure of the arrangement. The TSX Venture Exchange (TSXV) must grant regulatory clearance for the RTO, including review of sponsorship waivers. In addition, both Great Quest Gold and Lotus Gold must hold shareholder meetings to secure voting approval. Shareholders representing at least 51 percent of Great Quest Gold and a two-thirds supermajority, or 66.67 percent, of Lotus Gold must vote in favor of the deal. As of May 8, 2025, trading of Great Quest Gold’s shares has been halted in accordance with TSXV policies and will remain suspended until all documentation is approved and permissions are secured from the exchange.

Alongside shareholder consent, Great Quest Gold will undergo a 30-for-1 share consolidation and adopt a new corporate name, which will be mutually agreed upon by both parties and cleared with the TSXV. Both Great Quest and Lotus Gold have imposed strict working capital and debt thresholds of CAD$110,000 each, exclusive of non-cash liabilities. These covenants are intended to ensure the financial discipline of both entities prior to the merger. Additional closing conditions include Lotus providing a title opinion on Great Quest’s Namibian mineral assets and Great Quest receiving a NI 43-101-compliant technical report and title confirmation on Lotus Gold’s Egyptian projects.

How will bridge financing and loan agreements shape liquidity ahead of the Great Quest–Lotus Gold merger?

To support liquidity and operational stability in the lead-up to the reverse takeover, Great Quest Gold plans to raise up to CAD$500,000 through the issuance of new equity at a pre-consolidation price of $0.025 per share. This bridge financing remains subject to TSXV approval. In parallel, Lotus Gold will provide a secured loan of CAD$300,000 to Great Quest Gold at an annual interest rate of 10 percent. In the event the transaction fails to close by November 30, 2025, the loan will convert to equity at the same pre-consolidation price. These measures ensure short-term liquidity while demonstrating strategic alignment between the two parties.

What is the geographic and strategic importance of Lotus Gold’s mineral holdings in Egypt’s Eastern Desert?

Lotus Gold Corporation’s core asset is the Eastern Desert Gold Project in Egypt, comprising nearly 1,930 square kilometers of exploration licenses secured through two competitive international bid rounds. This project includes four major mineral zones—Wadi Zeidun, Umm Samra, Siqdid, and Umm Salim—strategically located approximately 600 kilometers south-southeast of Cairo. The Wadi Zeidun zone spans roughly 253 square kilometers, while Umm Samra covers approximately 230 square kilometers. The Siqdid project consists of three exploration blocks totaling 483 square kilometers, and the Umm Salim zone adds another 963 square kilometers across 5.5 blocks. This consolidation results in a portfolio equivalent to 11 blocks, making it one of the largest privately held exploration footprints in the region.

The Eastern Desert is gaining renewed attention due to Egypt’s ongoing regulatory reform, international exploration tenders, and efforts to attract foreign direct investment in mining. Institutional sentiment points to Egypt’s favorable geology, historical underinvestment, and rising geopolitical stability as factors supporting long-term investment in the region’s mining sector.

Who are the key leadership figures leading the Great Quest and Lotus Gold integration strategy?

Upon completion of the transaction, the board of the resulting issuer will be composed of executives from both entities with extensive experience in mining development, capital markets, and corporate strategy. Jed Richardson, currently Executive Chairman of Great Quest Gold, will continue to serve on the board. Richardson brings over 25 years of industry experience, including leadership roles at Trigon Metals and financial sector exposure at RBC Capital Markets and Cormark Securities. He has also served as Vice President of Corporate Development at Verde Potash and Principal Consultant at Javelin Corporate Development Partners.

Joining him will be Heye Daun, the co-founder of Lotus Gold and former CEO of Osino Resources. Daun previously led Auryx Gold through the development of the Otjikoto project in Namibia, which was ultimately sold to B2Gold for US$160 million. He also facilitated the C$200 million merger that led to the creation of Lumina Gold. His operational experience includes tenures at AngloGold-Ashanti, Gold Fields, and Rio Tinto.

Alan Friedman, also a co-founder of Lotus Gold, will serve on the board. Friedman is a South African-trained lawyer and public market strategist with more than two decades of experience structuring TSX and AIM listings for mining, oil and gas, and cannabis firms. He is also a current board member of Eco (Atlantic) Oil and Gas Ltd. and has participated in several successful public listings in the resource sector.

What institutional insights are driving investor interest in the Great Quest–Lotus reverse takeover?

Investor sentiment around the proposed merger reflects cautious optimism rooted in the scale of Lotus Gold’s Egyptian portfolio and the transactional structure’s alignment with public capital markets. Analysts suggest that consolidating these frontier assets under a TSXV-listed issuer enhances access to funding, transparency, and potential future liquidity. Market observers note that the leadership team’s historical success in advancing projects from early-stage exploration to acquisition adds credibility to the long-term strategy.

While the Egyptian mining sector is still considered frontier, reforms in mineral licensing and increased transparency have positioned it as a compelling alternative for mid-tier and junior gold developers seeking growth outside North America and West Africa. Analysts also anticipate that the resulting issuer could emerge as a regional consolidator, leveraging its technical credibility and capital markets access to pursue additional opportunities in North Africa.

What milestones and investor updates are expected after the completion of the Lotus Gold acquisition?

In the near term, both Great Quest Gold and Lotus Gold are expected to finalize their respective shareholder meetings and file all required documents to obtain TSXV approval. Following the successful closing of the arrangement, the resulting issuer is anticipated to resume trading under a new name and share structure. Investors can expect the release of technical reports compliant with NI 43-101 standards for both the Namibian and Egyptian assets, as well as updates on exploration planning and operational mobilization in Egypt.

Looking ahead, the resulting issuer is likely to initiate fieldwork on high-priority targets in the Eastern Desert, followed by resource delineation, permitting updates, and investor engagement campaigns. Analysts expect a series of staged catalysts through 2026, including potential joint ventures, follow-on financings, and possible pre-feasibility studies, depending on early-stage drilling results. Institutional stakeholders will also monitor regional developments, geopolitical stability, and capital flow into emerging market mining plays as part of the overall risk-reward assessment.

If the reverse takeover concludes as planned, the combined entity could serve as a leading example of how junior miners can leverage reverse listings to access public equity markets while advancing meaningful exploration agendas in underdeveloped geographies.