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Business Wire
14-05-2025
- Business
- Business Wire
Great Quest Gold Enters Into Letter Agreement With Lotus Gold in Respect of a Proposed Reverse Takeover
VANCOUVER, British Columbia--(BUSINESS WIRE)--Great Quest Gold Ltd. (' Great Quest ' or the ' Company ') (TSX-V: GQ) is pleased to announce that it has entered into a letter agreement dated May 7, 2025 (the ' LOI ') with Lotus Gold Corporation (' Lotus '), pursuant to which Great Quest intends to acquire all of issued and outstanding securities of Lotus in exchange for newly issued common shares in the capital of Great Quest (' GQ Shares ') in accordance with the Exchange Ratio (as defined herein) as an arm's length transaction (the ' Proposed Transaction '). Lotus Gold Corporation Lotus is a private Canadian gold exploration and development company incorporated as "1251721 BC Ltd." on May 29, 2020 under the Business Corporations Act (British Columbia) (the " BCBCA") and changed its name to its present name "Lotus Gold Corporation" on August 26, 2020. Lotus is focused on the Egyptian Eastern Desert. Lotus Gold's current interests include mineral properties covering approximately 2,000 km2 within the highly prospective Arabian-Nubian Shield. Lotus is driven by a strong management team and Board of Directors with extensive experience in exploring and developing mines in addition to successfully executing growth strategies through M&A and exploration. There are no Control Persons of Lotus within the meaning of that term under the policies of the TSX Venture Exchange. Since starting up in 2021, Lotus has completed extensive field work across its licences including 8,000m of drilling and collection/analysis of 25,000 trench and channel samples, 10,000 rock chip samples and 1,000 stream samples. This geology driven methodical exploration has led to two early-stage discoveries at Umm Bisilla North (UBN) and Ash. An exploration budget has been approved to move these prospects forward as well as following up on other gold and molybdenum anomalies. In addition, Lotus has been evaluating other licence packages which are available for JV and colonial era gold mines which are coming up for auction in the near future. A summary of financial information in respect of Lotus, including assets, liabilities, revenues and net profits/losses, will be provided in a subsequent news release. Great Quest Gold Great Quest Gold Ltd. is a Canadian mineral exploration company focused on developing high-potential gold and projects in Namibia. Great Quest has four promising gold projects in Namibia and is one of the leading ground holders in the country. The technical team is led by Calla Joone, a leading Namibian exploration geologist with many years gold exploration experience on and around the Navachab mine and other parts of the Damara Belt in Namibia. Calla is ably assisted by Herman Potgieter who was previously with Osino Resources during the discovery of the 3.1Moz Twin Hills deposit, which was recently sold for C$368m. The Omatjete Gold Project, which covers 107,000ha, is located in the North Central Zone of the Damara Orogenic Belt, situated approximately 80 km southeast of the Khorixas Gold Project. Early soil sampling outlined a 4km long arsenic - gold anomaly on the strike extension of the Kokoseb structure. A further 30km of strike extension has recently been added to the licence package and the team are planning the next phase of soil sampling to outline the full scale of this target. The reader is cautioned that soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. Nevertheless, despite its promising geological characteristics, the Omatjete area has not been subjected to historical exploration but offers significant exploration potential. The Khorixas Gold Project is a collection of contiguous gold licences covering a total of 154,000ha, within a part of the Damara orogenic belt which has never previously been explored for gold. Great Quest has collected 30,000 soil and 250 rock chip samples to date and identified 16 gold targets at Belmont and a large-scale gold-copper target. At least 25 of the rock chip samples collected at Belmont contained visible gold. The gold-copper target has a footprint of about 4km in diameter and rock chips collected at surface contain up to 16% Cu and 21g/t of gold. [Source: "NI 43-101 Technical Report on the Khorixas Gold Project", dated November 22, 2023, by Dr. Andreas Rompel ( nr. 400274/04) (the " Khorixas Technical Report"), which is publicly available under the Company's profile on SEDAR+ at ] These targets need to be tested with a large-scale trenching and drilling program. In this regard, the reader is cautioned that grab samples are selected samples and as such may not represent true underlying mineralization of the project as a whole, and soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. The Khorixas Gold Project area is located within a 50 km radius of three known gold deposits, namely Ondundu, Eureka and Kokseb (see Figure 1, below). Osino's Ondundu project has an inferred mineral resource of 0.9 Moz at 1.13 gt Au and drilling at Osino's Eureka discovery revealed 47m at 5.97 g/t Au from 144m. WIA Gold Limited's Kokoseb gold deposit has an inferred mineral resource of 1.3Moz at 1.0g/t Au. [Source: Section 23—Adjacent Properties of the Khorixas Technical Report.] Nevertheless, the reader is cautioned that a qualified person has not been able to independently verify the information for those adjacent mineral properties, and such information is not necessarily indicative of the mineralization of the Khorixas Gold Project. These projects have real size potential and are situated within a prolific orogenic gold belt which has seen several discoveries in the last few years. The gold deposits within this belt tend to be large in size with easy metallurgy and generally mined from surface by open pit. Namibia is a mining friendly jurisdiction with easy access with very low holding costs for exploration licences. As part of the transaction Great Quest will dispose of its assets in the country of Mali, the Tilemsi Phosphate project and Sanoukou gold project, and the Geulmin gold project in Morocco. The Proposed Transaction It is currently anticipated that Great Quest will acquire Lotus by way of a three-cornered amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed to by the parties to ultimately form the resulting issuer (the ' Resulting Issuer '). The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both Great Quest and Lotus. Upon completion of the Transaction (the "Closing"), Lotus will amalgamate (the "Amalgamation") as a three-cornered amalgamation with a new wholly-owned subsidiary of GQ ("Subco"), incorporated under the laws of British Columbia, to form an amalgamated company under the laws of British Columbia ("Amalco"), and the shareholders of Lotus will transfer all of their common shares of Lotus (the "Lotus Shares") to GQ in consideration for post-Consolidation common shares (the "RI Shares") of GQ as the Resulting Issuer, based on an exchange ratio (the "Exchange Ratio") of RI Shares for Lotus Shares wherein the number of RI Shares issued by the Resulting Issuer to the Lotus shareholders equals 63.3% and the number of RI Shares held by the former GQ shareholders equals 36.7%. The number of RI Shares issued as consideration shares to former holders of Lotus Shares will be determined following completion of the Bridge Financing and announced in a subsequent news release accordingly. Each Lotus shareholder will receive its pro rata share of such issued RI Shares in proportion to their respective ownership of Lotus Shares. Upon completion of the proposed Transaction, 63.3% of the RI Shares shall be attributable to former shareholders of Lotus and 36.7% shall be attributable to former shareholders of GQ, and the RI Shares will be listed and posted for trading on the Exchange as a Tier 1 or Tier 2 mining issuer. Transaction Rationale The proposed combination will create a premier African gold exploration company with assets in Egypt and a new focus on Namibia. This platform will have a broader diversification with its current premium portfolio of assets situated in world class gold production jurisdictions and with a view to assess potential consolidation opportunities in-country and other parts of Africa The new company leverages a combined team with a track-record of unlocking shareholder value in Namibia and Egypt through funding, discovery, development and exits including successes with (i) Auryx Gold sold to B2 Gold for $200m in 2012; (ii) Osino Resources sold to Shanjing International for $400m in 2024; (iii) and Koryx Copper a TSX Venture 50 2025 top performer. The opportunity presents a foundation for a meaningful re-rate as the Company advances its assets in a favourable metals price environment. The Company is currently sufficiently capitalized. The team has an established track record of raising significant funds through a broad market network. Transaction Details It is intended that the Proposed Transaction will be an arm's length 'Reverse Takeover' for Great Quest, as such term is defined in TSX Venture Exchange (the ' TSXV ') Policy 5.2 Changes of Business and Reverse Takeovers. There are no finders fees or advances anticipated in respect of the Proposed Transaction, other than commissions which may be payable in respect of the Concurrent Financing (defined below), which will be determined in the future and disclosed in subsequent news release accordingly. The LOI is to be superseded by a definitive agreement (the ' Definitive Agreement ') to be signed on or prior to September 30, 2025, or such later date as may be mutually agreed upon by the parties in writing. The Proposed Transaction is subject to: Requisite regulatory approval, including the approval of the TSXV; Customary closing conditions, including the approval of the directors (and as required, the shareholders) of each of Great Quest and Lotus of the Definitive Agreement and completion of due diligence investigations to the satisfaction of each of Great Quest and Lotus; and The additional conditions described below. The legal structure for the Proposed Transaction will be confirmed after the parties have considered the applicable tax, securities law and accounting processes. Among other terms customary for a transaction of this nature, the Definitive Agreement will provide for: A change of name of the Company to such name as is mutually agreed between Great Quest and Lotus and acceptable to applicable regulatory authorities (the ' Name Change ') effective upon closing of the Proposed Transaction (the ' Closing '); The GQ Shares are currently listed on the TSXV under the symbol 'GQ'. Prior to or concurrently with Closing, subject to Great Quest shareholder approval, if required, Great Capital will undertake a share consolidation (the ' Consolidation ') on the basis of one post-consolidation GQ Share for every 30 pre-consolidation GQ Shares; The appointment of a slate of directors nominated by Great Quest and Lotus (the 'Board Nominees'), which board reconstitution will be effective upon Closing; Prior to the Proposed Transaction, Great Quest intends to complete a bridge financing by way of a private placements on terms acceptable to Lotus, acting reasonably (the 'Bridge Financing'), for minimum gross aggregate proceeds of up to CAD$300,000, through the issuance of securities of Great Quest. In the event that the Bridge Financing involves convertible securities of Great Quest they will be converted prior to the Closing; at the time of Closing or thereafter, Great Quest intends to complete a private placement financing (the ' Concurrent Financing ') for gross proceeds of up to CAD$3,000,000 of GQ Shares at a price per GQ Share to be determined by market conditions and subject to the policies of the TSXV and applicable securities laws, and the pricing will be disclosed in a subsequent news release accordingly; the proceeds of the Bridge Financing and Concurrent Financing (collectively, the 'Financings') will be used to advance the business of Great Quest and for general corporate and working capital purposes. Great Quest is at arm's length to Lotus, and no director, officer or insider of Great Quest or Lotus beneficially owns, or controls or directs, directly or indirectly, any securities of the other party. Therefore, the Proposed Transaction is expected to be an 'Arm's Length Proposed Transaction', as defined under TSXV Policy 1.1 Interpretation, and does not constitute a 'related party transaction' for the purpose of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Trading in the GQ Shares has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by, and permission to resume trading has been obtained from, the TSXV. There can be no assurance that trading of GQ Shares will resume prior to the completion of the Proposed Transaction. Conditions Precedent to the Proposed Transaction Prior to or currently with completion of the Proposed Transaction, as applicable, and as conditions of Closing: Great Quest and Lotus must complete mutually satisfactory due diligence investigations; Great Quest and Lotus will enter into a Definitive Agreement in respect to the Proposed Transaction on or prior to September 30, 2025; Great Quest and Lotus will obtain the requisite board and, as applicable, shareholder approvals for the Proposed Transaction and any ancillary matters contemplated in the Definitive Agreement; All requisite regulatory approvals relating to the Proposed Transaction, including, without limitation, the TSXV, will have been obtained; Each of Great Quest and Lotus will have a working capital deficit and long term debt (excluding non-cash liabilities) of no more than CAD$110,000 unless agreed otherwise by Lotus and Great Quest respectively in writing; Receipt by Lotus of a title opinion regarding the Damara Gold Project; Receipt by Great Quest of a title opinion regarding the Lotus Gold Project; corporate legal opinion as to Lotus and its subsidiaries, a current technical report in respect of the Lotus Gold Project, and such financial statements of Lotus as are required pursuant to the policies if the TSXV; Great Quest will have effected the Consolidation and Name Change prior to the Closing; and The Board Nominees will have been duly appointed to the board of directors of Great Quest effective as of Closing. Insiders, Officers and Board of Directors of the Resulting Issuer Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer shall consist of four directors to be reconstituted to be comprised of Jed Richardson, Heye Daun, Alan Friedman, and an additional director nominated by Lotus. The Company will provide additional biographical information about each of them in a subsequent news release to follow. Sponsorship The Proposed Transaction may require sponsorship under the policies of the TSXV unless a waiver from sponsorship is granted. Great Quest intends to apply for a waiver from sponsorship requirements of the TSXV in connection with the Proposed Transaction. There can be no assurance that such waiver will ultimately be granted. Great Quest Namibian Project Descriptions Omatjete Gold Project – Okondeka Fault Zone & the Manga Prospect Situated within Namibia's prolific Damara Orogenic Belt, the Omatjete Gold Project encompasses over 107,000 hectares in the North Central Zone—a structurally complex sedimentary basin intruded by syn-tectonic granitic bodies, providing a highly prospective setting for orogenic gold mineralization. The project lies approximately 80 km southeast of Great Quest's Khorixas Project. Early-stage geochemical surveys have delineated a significant gold-in-soil anomaly at the Manga Prospect, with a surface footprint exceeding 4 km. As previously cautioned above, soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. Nevertheless, despite its strategic geological position, the Omatjete area remains entirely underexplored, representing a true greenfield opportunity. In addition, new tenement acquisitions along the Okondeka Fault Zone—host to both the Kokoseb and Manga mineralized systems—have expanded the project's prospective strike length by over 35 km. This provides an opportunity to extend surface geochemical coverage, geological mapping, and drone-based magnetic surveys eastward from the Manga Prospect. Khorixas Gold Project Belmont Prospect The Belmont Prospect forms part of the broader Khorixas Gold Project, covering 72 km² within a structurally favorable corridor between the Khorixas and Belmont Thrust Zones in northwestern Namibia. Despite extensive calcrete and scree cover across approximately 90% of the area, initial exploration has identified 16 discrete geochemical anomalies with strong potential for gold mineralization. Belmont is a true greenfield discovery and through systematic calcrete sampling, geological mapping, and high-resolution drone magnetic surveys. Great Quest has developed a robust geological model that enhances understanding of the structural and lithological controls on mineralization. Rock chip samples have returned grades up to 145.7 g/t Au, with several occurrences of visible gold observed in sulphide-bearing quartz veins. Drilling to date includes 2,000 m of RAB and 570 m of diamond drilling, yielding encouraging results such as 6 m @ 6.85 g/t Au from 20 m and 18 m @ 1.72 g/t Au (including 8 m @ 3.72 g/t Au) from 74 m. Gold mineralization is hosted in pyrrhotite-rich quartz veins within silicified chloritic schists and arkosic sandstones. The reader is cautioned that grab samples are selected samples and as such may not represent true underlying mineralization of the project as a whole. In addition, the reader is further cautioned that soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. [Source: Khorixas Technical Report.] K17 Prospect The K17 Prospect target of the Khorixas Project presents a high-impact, 50 km² exploration target with compelling potential for Iron Oxide Copper-Gold (IOCG) mineralization. Located within the Proterozoic Khorixas Basin along the margin of the Congo Craton, K17 hosts multi-element mineralization including copper, gold, silver, uranium, and molybdenum. Surface sampling has revealed exceptional grades, with rock chips assaying up to 16.25% Cu, 21 g/t Au, 37.8 g/t Ag, and 490 ppm U. The reader is cautioned that grab samples are selected samples and as such may not represent true underlying mineralization of the project as a whole. In addition, the reader is further cautioned that soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. [Source: Khorixas Technical Report.]. Recent Magnetotelluric (MT) surveys have outlined a major deep-seated conductor (C1) extending from 100m to 5,000m below surface, while shallow branching conductors and intense hydrothermal alteration zones suggest near-surface mineralization. Follow-up surface work, including drone magnetic surveys and structural mapping around the Klein Dagbreek syncline, supports a structurally controlled mineralizing system aligned with fold hinges and magnetite-rich alteration. To date, no drilling has been conducted at K17 and Great Quest has identified several drill ready targets to be tested in the near future. [Source: Khorixas Technical Report.] Outjo Gold Project – Eureka Analogue Located approximately 35 km east of Osino Resources Corp.'s Eureka discovery (47 m @ 5.97 g/t Au from 144m; as disclosed in the news release from Osino Resources Corp. dated August 9, 2023; see also Section 23—Adjacent Properties in the Khorixas Technical Report). In respect of the Eureka discovery neighbouring the Outjo Gold Project, a qualified person has been unable to verify the information and the information is not necessarily indicative of the mineralization on the Outjo Gold Project. The Outjo Gold Project comprises 46,000 hectares within the Northern Zone of the Damara Orogenic Belt. The main structural feature of the Outjo Gold Project, the Outjo Syncline, spans 85 km by 12 km and trends NE–SW as a result of late-stage (D3) deformation. Despite minimal historical exploration, the favorable stratigraphy and complex structural architecture make the Outjo Project a compelling target for orogenic gold exploration. Qualified Person (QP) Statements Qualified Person David Underwood, BSc. (Hons) is Vice President Exploration of Lotus Gold Corporation and has reviewed and approved the scientific and technical information in this news release as it pertains to Lotus, and is a registered Professional Natural Scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.400323/11) and a Qualified Person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ("NI 43-101"). The scientific and technical information pertaining to Great Quest in this release has been reviewed and approved by Dr. Andreas Rompel, (400274/04), FSAIMM, the Company's 'qualified person' as defined in NI 43-101. Mr. Rompel is independent of Great Quest and its properties for the purposes of NI 43-101. On behalf of the board of directors of Great Quest Gold Ltd.: "Jed Richardson" Chief Executive Officer and Executive Chairman Further Information and Disclaimer All information contained in this news release with respect to Great Quest and Lotus was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until any required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statements Regarding Forward Looking Information This news release contains 'forward-looking information' within the meaning of applicable securities laws relating to the proposal to complete the Proposed Transaction and associated transactions. Any such forward-looking statements may be identified by words such as 'expects', 'anticipates', 'believes', 'projects', 'plans' and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the completion and expected terms of the Proposed Transaction, the number of securities of the Company that may be issued in connection with the Proposed Transaction, and Financings, obtaining the requisite shareholder approval, Lotus' strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals, are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Proposed Transaction (including the name change and Consolidation), or the Financings will occur or that, if the Proposed Transaction, and the Financings do occur, they will be completed on the terms described above. Great Quest and Lotus assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
Associated Press
14-05-2025
- Business
- Associated Press
Great Quest Gold Enters Into Letter Agreement With Lotus Gold in Respect of a Proposed Reverse Takeover
VANCOUVER, British Columbia--(BUSINESS WIRE)--May 14, 2025-- Great Quest Gold Ltd. (' Great Quest ' or the ' Company ') (TSX-V: GQ) is pleased to announce that it has entered into a letter agreement dated May 7, 2025 (the ' LOI ') with Lotus Gold Corporation (' Lotus '), pursuant to which Great Quest intends to acquire all of issued and outstanding securities of Lotus in exchange for newly issued common shares in the capital of Great Quest (' GQ Shares ') in accordance with the Exchange Ratio (as defined herein) as an arm's length transaction (the ' Proposed Transaction '). This press release features multimedia. View the full release here: Figure 1: Satellite image showing the location of nearby gold deposits. [Source: Khorixas Technical Report] Lotus Gold Corporation Lotus is a private Canadian gold exploration and development company incorporated as '1251721 BC Ltd.' on May 29, 2020 under the Business Corporations Act ( British Columbia) (the " BCBCA ") and changed its name to its present name 'Lotus Gold Corporation' on August 26, 2020. Lotus is focused on the Egyptian Eastern Desert. Lotus Gold's current interests include mineral properties covering approximately 2,000 km2 within the highly prospective Arabian-Nubian Shield. Lotus is driven by a strong management team and Board of Directors with extensive experience in exploring and developing mines in addition to successfully executing growth strategies through M&A and exploration. There are no Control Persons of Lotus within the meaning of that term under the policies of the TSX Venture Exchange. Since starting up in 2021, Lotus has completed extensive field work across its licences including 8,000m of drilling and collection/analysis of 25,000 trench and channel samples, 10,000 rock chip samples and 1,000 stream samples. This geology driven methodical exploration has led to two early-stage discoveries at Umm Bisilla North (UBN) and Ash. An exploration budget has been approved to move these prospects forward as well as following up on other gold and molybdenum anomalies. In addition, Lotus has been evaluating other licence packages which are available for JV and colonial era gold mines which are coming up for auction in the near future. A summary of financial information in respect of Lotus, including assets, liabilities, revenues and net profits/losses, will be provided in a subsequent news release. Great Quest Gold Great Quest Gold Ltd. is a Canadian mineral exploration company focused on developing high-potential gold and projects in Namibia. Great Quest has four promising gold projects in Namibia and is one of the leading ground holders in the country. The technical team is led by Calla Joone, a leading Namibian exploration geologist with many years gold exploration experience on and around the Navachab mine and other parts of the Damara Belt in Namibia. Calla is ably assisted by Herman Potgieter who was previously with Osino Resources during the discovery of the 3.1Moz Twin Hills deposit, which was recently sold for C$368m. The Omatjete Gold Project, which covers 107,000ha, is located in the North Central Zone of the Damara Orogenic Belt, situated approximately 80 km southeast of the Khorixas Gold Project. Early soil sampling outlined a 4km long arsenic - gold anomaly on the strike extension of the Kokoseb structure. A further 30km of strike extension has recently been added to the licence package and the team are planning the next phase of soil sampling to outline the full scale of this target. The reader is cautioned that soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. Nevertheless, despite its promising geological characteristics, the Omatjete area has not been subjected to historical exploration but offers significant exploration potential. The Khorixas Gold Project is a collection of contiguous gold licences covering a total of 154,000ha, within a part of the Damara orogenic belt which has never previously been explored for gold. Great Quest has collected 30,000 soil and 250 rock chip samples to date and identified 16 gold targets at Belmont and a large-scale gold-copper target. At least 25 of the rock chip samples collected at Belmont contained visible gold. The gold-copper target has a footprint of about 4km in diameter and rock chips collected at surface contain up to 16% Cu and 21g/t of gold. [Source: 'NI 43-101 Technical Report on the Khorixas Gold Project', dated November 22, 2023, by Dr. Andreas Rompel ( nr. 400274/04) (the " Khorixas Technical Report "), which is publicly available under the Company's profile on SEDAR+ at ] These targets need to be tested with a large-scale trenching and drilling program. In this regard, the reader is cautioned that grab samples are selected samples and as such may not represent true underlying mineralization of the project as a whole, and soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. The Khorixas Gold Project area is located within a 50 km radius of three known gold deposits, namely Ondundu, Eureka and Kokseb (see Figure 1, below). Osino's Ondundu project has an inferred mineral resource of 0.9 Moz at 1.13 gt Au and drilling at Osino's Eureka discovery revealed 47m at 5.97 g/t Au from 144m. WIA Gold Limited's Kokoseb gold deposit has an inferred mineral resource of 1.3Moz at 1.0g/t Au. [Source: Section 23—Adjacent Properties of the Khorixas Technical Report.] Nevertheless, the reader is cautioned that a qualified person has not been able to independently verify the information for those adjacent mineral properties, and such information is not necessarily indicative of the mineralization of the Khorixas Gold Project. These projects have real size potential and are situated within a prolific orogenic gold belt which has seen several discoveries in the last few years. The gold deposits within this belt tend to be large in size with easy metallurgy and generally mined from surface by open pit. Namibia is a mining friendly jurisdiction with easy access with very low holding costs for exploration licences. As part of the transaction Great Quest will dispose of its assets in the country of Mali, the Tilemsi Phosphate project and Sanoukou gold project, and the Geulmin gold project in Morocco. The Proposed Transaction It is currently anticipated that Great Quest will acquire Lotus by way of a three-cornered amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed to by the parties to ultimately form the resulting issuer (the ' Resulting Issuer '). The final structure of the Proposed Transaction is subject to the receipt of tax, corporate and securities law advice for both Great Quest and Lotus. Upon completion of the Transaction (the 'Closing'), Lotus will amalgamate (the 'Amalgamation') as a three-cornered amalgamation with a new wholly-owned subsidiary of GQ ('Subco'), incorporated under the laws of British Columbia, to form an amalgamated company under the laws of British Columbia ('Amalco'), and the shareholders of Lotus will transfer all of their common shares of Lotus (the 'Lotus Shares') to GQ in consideration for post-Consolidation common shares (the 'RI Shares') of GQ as the Resulting Issuer, based on an exchange ratio (the 'Exchange Ratio') of RI Shares for Lotus Shares wherein the number of RI Shares issued by the Resulting Issuer to the Lotus shareholders equals 63.3% and the number of RI Shares held by the former GQ shareholders equals 36.7%. The number of RI Shares issued as consideration shares to former holders of Lotus Shares will be determined following completion of the Bridge Financing and announced in a subsequent news release accordingly. Each Lotus shareholder will receive its pro rata share of such issued RI Shares in proportion to their respective ownership of Lotus Shares. Upon completion of the proposed Transaction, 63.3% of the RI Shares shall be attributable to former shareholders of Lotus and 36.7% shall be attributable to former shareholders of GQ, and the RI Shares will be listed and posted for trading on the Exchange as a Tier 1 or Tier 2 mining issuer. Transaction Rationale The proposed combination will create a premier African gold exploration company with assets in Egypt and a new focus on Namibia. This platform will have a broader diversification with its current premium portfolio of assets situated in world class gold production jurisdictions and with a view to assess potential consolidation opportunities in-country and other parts of Africa The new company leverages a combined team with a track-record of unlocking shareholder value in Namibia and Egypt through funding, discovery, development and exits including successes with (i) Auryx Gold sold to B2 Gold for $200m in 2012; (ii) Osino Resources sold to Shanjing International for $400m in 2024; (iii) and Koryx Copper a TSX Venture 50 2025 top performer. The opportunity presents a foundation for a meaningful re-rate as the Company advances its assets in a favourable metals price environment. The Company is currently sufficiently capitalized. The team has an established track record of raising significant funds through a broad market network. Transaction Details It is intended that the Proposed Transaction will be an arm's length 'Reverse Takeover' for Great Quest, as such term is defined in TSX Venture Exchange (the ' TSXV ') Policy 5.2 Changes of Business and Reverse Takeovers. There are no finders fees or advances anticipated in respect of the Proposed Transaction, other than commissions which may be payable in respect of the Concurrent Financing (defined below), which will be determined in the future and disclosed in subsequent news release accordingly. The LOI is to be superseded by a definitive agreement (the ' Definitive Agreement ') to be signed on or prior to September 30, 2025, or such later date as may be mutually agreed upon by the parties in writing. The Proposed Transaction is subject to: The legal structure for the Proposed Transaction will be confirmed after the parties have considered the applicable tax, securities law and accounting processes. Among other terms customary for a transaction of this nature, the Definitive Agreement will provide for: Great Quest is at arm's length to Lotus, and no director, officer or insider of Great Quest or Lotus beneficially owns, or controls or directs, directly or indirectly, any securities of the other party. Therefore, the Proposed Transaction is expected to be an 'Arm's Length Proposed Transaction', as defined under TSXV Policy 1.1 Interpretation, and does not constitute a 'related party transaction' for the purpose of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. Trading in the GQ Shares has been halted in accordance with the policies of the TSXV and will remain halted until such time as all required documentation in connection with the Proposed Transaction has been filed with and accepted by, and permission to resume trading has been obtained from, the TSXV. There can be no assurance that trading of GQ Shares will resume prior to the completion of the Proposed Transaction. Conditions Precedent to the Proposed Transaction Prior to or currently with completion of the Proposed Transaction, as applicable, and as conditions of Closing: Insiders, Officers and Board of Directors of the Resulting Issuer Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer shall consist of four directors to be reconstituted to be comprised of Jed Richardson, Heye Daun, Alan Friedman, and an additional director nominated by Lotus. The Company will provide additional biographical information about each of them in a subsequent news release to follow. Sponsorship The Proposed Transaction may require sponsorship under the policies of the TSXV unless a waiver from sponsorship is granted. Great Quest intends to apply for a waiver from sponsorship requirements of the TSXV in connection with the Proposed Transaction. There can be no assurance that such waiver will ultimately be granted. Great Quest Namibian Project Descriptions Omatjete Gold Project – Okondeka Fault Zone & the Manga Prospect Situated within Namibia's prolific Damara Orogenic Belt, the Omatjete Gold Project encompasses over 107,000 hectares in the North Central Zone—a structurally complex sedimentary basin intruded by syn-tectonic granitic bodies, providing a highly prospective setting for orogenic gold mineralization. The project lies approximately 80 km southeast of Great Quest's Khorixas Project. Early-stage geochemical surveys have delineated a significant gold-in-soil anomaly at the Manga Prospect, with a surface footprint exceeding 4 km. As previously cautioned above, soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. Nevertheless, despite its strategic geological position, the Omatjete area remains entirely underexplored, representing a true greenfield opportunity. In addition, new tenement acquisitions along the Okondeka Fault Zone—host to both the Kokoseb and Manga mineralized systems—have expanded the project's prospective strike length by over 35 km. This provides an opportunity to extend surface geochemical coverage, geological mapping, and drone-based magnetic surveys eastward from the Manga Prospect. Khorixas Gold Project Belmont Prospect The Belmont Prospect forms part of the broader Khorixas Gold Project, covering 72 km² within a structurally favorable corridor between the Khorixas and Belmont Thrust Zones in northwestern Namibia. Despite extensive calcrete and scree cover across approximately 90% of the area, initial exploration has identified 16 discrete geochemical anomalies with strong potential for gold mineralization. Belmont is a true greenfield discovery and through systematic calcrete sampling, geological mapping, and high-resolution drone magnetic surveys. Great Quest has developed a robust geological model that enhances understanding of the structural and lithological controls on mineralization. Rock chip samples have returned grades up to 145.7 g/t Au, with several occurrences of visible gold observed in sulphide-bearing quartz veins. Drilling to date includes 2,000 m of RAB and 570 m of diamond drilling, yielding encouraging results such as 6 m @ 6.85 g/t Au from 20 m and 18 m @ 1.72 g/t Au (including 8 m @ 3.72 g/t Au) from 74 m. Gold mineralization is hosted in pyrrhotite-rich quartz veins within silicified chloritic schists and arkosic sandstones. The reader is cautioned that grab samples are selected samples and as such may not represent true underlying mineralization of the project as a whole. In addition, the reader is further cautioned that soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. [Source: Khorixas Technical Report.] K17 Prospect The K17 Prospect target of the Khorixas Project presents a high-impact, 50 km² exploration target with compelling potential for Iron Oxide Copper-Gold (IOCG) mineralization. Located within the Proterozoic Khorixas Basin along the margin of the Congo Craton, K17 hosts multi-element mineralization including copper, gold, silver, uranium, and molybdenum. Surface sampling has revealed exceptional grades, with rock chips assaying up to 16.25% Cu, 21 g/t Au, 37.8 g/t Ag, and 490 ppm U. The reader is cautioned that grab samples are selected samples and as such may not represent true underlying mineralization of the project as a whole. In addition, the reader is further cautioned that soil sampling surveys are not definitive, and the results are still at an early stage of interpretation, with no guarantee of a mineral discovery. [Source: Khorixas Technical Report.]. Recent Magnetotelluric (MT) surveys have outlined a major deep-seated conductor (C1) extending from 100m to 5,000m below surface, while shallow branching conductors and intense hydrothermal alteration zones suggest near-surface mineralization. Follow-up surface work, including drone magnetic surveys and structural mapping around the Klein Dagbreek syncline, supports a structurally controlled mineralizing system aligned with fold hinges and magnetite-rich alteration. To date, no drilling has been conducted at K17 and Great Quest has identified several drill ready targets to be tested in the near future. [Source: Khorixas Technical Report.] Outjo Gold Project – Eureka Analogue Located approximately 35 km east of Osino Resources Corp.'s Eureka discovery (47 m @ 5.97 g/t Au from 144m; as disclosed in the news release from Osino Resources Corp. dated August 9, 2023; see also Section 23—Adjacent Properties in the Khorixas Technical Report). In respect of the Eureka discovery neighbouring the Outjo Gold Project, a qualified person has been unable to verify the information and the information is not necessarily indicative of the mineralization on the Outjo Gold Project. The Outjo Gold Project comprises 46,000 hectares within the Northern Zone of the Damara Orogenic Belt. The main structural feature of the Outjo Gold Project, the Outjo Syncline, spans 85 km by 12 km and trends NE–SW as a result of late-stage (D3) deformation. Despite minimal historical exploration, the favorable stratigraphy and complex structural architecture make the Outjo Project a compelling target for orogenic gold exploration. Qualified Person (QP) Statements Qualified Person David Underwood, BSc. (Hons) is Vice President Exploration of Lotus Gold Corporation and has reviewed and approved the scientific and technical information in this news release as it pertains to Lotus, and is a registered Professional Natural Scientist with the South African Council for Natural Scientific Professions (Pr. Sci. Nat. No.400323/11) and a Qualified Person for the purposes of National Instrument 43-101 – Standards of Disclosure for Mineral Projects ('NI 43-101"). The scientific and technical information pertaining to Great Quest in this release has been reviewed and approved by Dr. Andreas Rompel, (400274/04), FSAIMM, the Company's 'qualified person' as defined in NI 43-101. Mr. Rompel is independent of Great Quest and its properties for the purposes of NI 43-101. On behalf of the board of directors of Great Quest Gold Ltd.: 'Jed Richardson' Chief Executive Officer and Executive Chairman Further Information and Disclaimer All information contained in this news release with respect to Great Quest and Lotus was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until any required shareholder approvals are obtained. There can be no assurance that the transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative. The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statements Regarding Forward Looking InformationView source version on CONTACT: For more information, please contact:Great Quest Gold Ltd. Jed Richardson, Executive Chairman Email:[email protected] (647) 276-6002Lotus Gold Corporation Mike Silver, Interim CEO Email:[email protected] KEYWORD: NORTH AMERICA CANADA INDUSTRY KEYWORD: MINING/MINERALS NATURAL RESOURCES SOURCE: Great Quest Gold Ltd. Copyright Business Wire 2025. PUB: 05/14/2025 10:29 AM/DISC: 05/14/2025 10:29 AM
Yahoo
01-04-2025
- Business
- Yahoo
Riverside Resources Moves Ahead on Plan to Spin Out Blue Jay to Shareholders After Approval at the Annual and Special Meeting
Vancouver, British Columbia--(Newsfile Corp. - April 1, 2025) - Riverside Resources Inc. (TSXV: RRI) (OTCQB: RVSDF) (FSE: 5YY) ("Riverside" or the "Company"), is pleased to announce that the spin-out of its subsidiary, Blue Jay Gold Corp. ("Blue Jay"), has been approved by shareholders and is now moving forward, with completion potentially expected in May or June of this year. This news follows the plan and actions announced in the Company's press release dated February 28, 2025, at its annual and special meeting of shareholders held on March 31, 2025 (the "Meeting"), shareholders approved the previously announced plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) (the "BCBCA") involving the spin-out of its equity interest in its subsidiary, Blue Jay Gold Corp. The Arrangement was approved by over 99% of votes cast by shareholders of Riverside (the "Riverside Shareholders") at the Meeting. Upon completion of the Arrangement, Riverside Shareholders will receive 1/5 of a Blue Jay common share (the "Blue Jay Shares") for each common share of Riverside held, resulting in shareholders owning shares in two public companies: Riverside, which will continue to focus on its royalty generation and project generator model targeting gold, copper, and rare earth elements in the Americas, and Blue Jay, which will pursue exploration and development of the Pichette-Clist, Oakes and Duc Gold Projects located in northwestern Ontario. "We are very pleased with the strong shareholder support for the spin-out of Blue Jay, which reflects the confidence in Riverside's strategy to unlock value through focused project generation and royalties," said John-Mark Staude, President and CEO of Riverside. "This transaction enables both companies to sharpen their strategic priorities, and we're excited to see Blue Jay carry forward the Ontario gold assets while Riverside continues to advance its copper, gold, and critical metals portfolio in the Americas." "We're thrilled to launch Blue Jay as a fresh, compelling gold exploration business in one of Canada's most proven and mining-friendly jurisdictions," added Geordie Mark, President and CEO of Blue Jay. "Our flagship projects are located in northwestern Ontario, a region that has been producing gold for decades and is home to established infrastructure and major operating gold mines; both past and present. With strong community support, a clean share structure, and a highly prospective land package near active production, Blue Jay offers investors early exposure to a focused exploration company with significant discovery potential." John-Mark Staude, CEO of Riverside Resources, and Geordie Mark, CEO of Blue Jay Gold, would like to express their appreciation to shareholders for their support of the spin-out. Click this video LINK where both executives share their enthusiasm for the road ahead and reaffirm their commitment to driving value for shareholders through focused execution and exploration. All other matters presented to shareholders at the Meeting were also approved, including the receipt of the audited financial statements for the fiscal year ended September 30, 2024, setting the number of directors at five, the election of John-Mark Staude, James Clare, Walter Henry, James Ladner and Bryan Wilson to its board of directors for the ensuing year, the re-appointment of Davidson & Company LLP as auditor and authorization for the directors to fix the auditor's remuneration, and the re-approval of Riverside's rolling stock option plan. The special resolution approving the Arrangement pursuant to Section 288 of the BCBCA was virtually unanimously approved by 99.992% of the votes cast by Riverside Shareholders present in person or represented by proxy at the Meeting. Subject to final court approval and satisfaction of customary closing conditions, including conditional listing approval by the TSX Venture Exchange (the "TSXV") for the Blue Jay Shares, the transaction is expected to be completed in Q2 2025. Riverside believes that the Arrangement will enhance shareholder value by allowing both Riverside and Blue Jay to pursue focused strategies aligned with their respective assets. Following the transaction, Blue Jay will have its own dedicated management team and capital structure to accelerate exploration of the Ontario properties, while Riverside will continue to advance its portfolio of gold, copper, and rare earth projects through partnerships and royalties. The Blue Jay Shares are expected to be listed on the TSXV following completion of the Arrangement. Additional details about the Arrangement are included in the Company's management information circular dated February 18, 2025, available on Riverside's SEDAR+ profile at and on the Company's website at About Riverside Resources is a well-funded exploration company driven by value generation and discovery. The Company has over $4M in cash, no debt and less than 75M shares outstanding with a strong portfolio of gold-silver and copper assets and royalties in North America. Riverside has extensive experience and knowledge operating in Mexico and Canada and leverages its large database to generate a portfolio of prospective mineral properties. In addition to Riverside's own exploration spending, the Company also strives to diversify risk by securing joint-venture and spin-out partnerships to advance multiple assets simultaneously and create more chances for discovery. Riverside has properties available for option, with information available on the Company's website at ON BEHALF OF RIVERSIDE RESOURCES INC. "John-Mark Staude"Dr. John-Mark Staude, President & CEO For additional information contact: John-Mark Staude President, CEORiverside Resources Inc. info@ (778) 327-6671Fax: (778) 327-6675Web: Eric Negraeff Investor Relations Riverside Resources (778) 327-6671TF: (877) RIV-RES1Web: Certain statements in this press release may be considered forward-looking information. These statements can be identified by the use of forward-looking terminology (e.g., "expect"," estimates", "intends", "anticipates", "believes", "plans"). Such information involves known and unknown risks -- including the availability of funds, the results of financing and exploration activities, the interpretation of exploration results and other geological data, or unanticipated costs and expenses and other risks identified by Riverside in its public securities filings that may cause actual events to differ materially from current expectations. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. To view the source version of this press release, please visit Sign in to access your portfolio
Yahoo
28-03-2025
- Business
- Yahoo
Koryx Copper Completes Internal Restructure to Simplify Corporate and Reporting Structures
VANCOUVER, British Columbia, March 28, 2025 (GLOBE NEWSWIRE) -- Koryx Copper Inc. ('Koryx' or the 'Company') (TSXV: KRY) is pleased to announce that it has completed a vertical short-form amalgamation (the 'Amalgamation") pursuant to the Business Corporations Act (British Columbia) (the "BCBCA") effective March 19, 2025, with the Company's wholly-owned subsidiary 1054137 B.C. Ltd. ('SubCo') (a company incorporated under the British Columbia Corporations Act). On August 30, 2016, the Company completed a share exchange with the shareholders of SubCo, giving effect to the restructure transaction. (the 'Transaction'). The effect of the Transaction is that all assets and liabilities of SubCo were consolidated within the Company and SubCo then became dormant within the reporting structure of the group. The purpose of the Amalgamation now is to simplify the Company's corporate and reporting structure. Pursuant to the Amalgamation, the resulting company (the "AmalCo") has kept the name "Koryx Copper Inc." and the business of the Company does not change. It has maintained the same Articles, issued no securities, and the symbol "KRY" remains the same. Following the Amalgamation, AmalCo continues to indirectly own all of the exploration rights to the Haib Copper Project through Haib Minerals. The Company has filed the Certificate of Amalgamation and Notice of Articles on SEDAR, which are publicly available under the Company's profile at Additional information with respect to the Amalgamation and the business of AmalCo is available on the Company's SEDAR+ profile at . About Koryx Copper Inc. Koryx Copper Inc. is a Canadian copper development Company focused on advancing the 100% owned Haib Copper Project in Namibia whilst also building a portfolio of copper exploration licenses in Zambia. Haib is a large, advanced (PEA-stage) copper/molybdenum porphyry deposit in southern Namibia with a long history of exploration and project development by multiple operators. More than 80,000m of drilling has been conducted at Haib since the 1970's with significant exploration programs led by companies including Falconbridge (1964), Rio Tinto (1975) and Teck (2014). Haib has a current mineral resource of 414Mt @ 0.35% Cu for 1,459Mt of contained copper in the Indicated category and 345Mt @ 0.33% Cu for 1136Mt of contained copper in the Inferred category (0.25% Cu cut-off). In addition to extensive drilling and metallurgical testing various technical studies have been completed at Haib to date. Extensive additional studies are underway aiming to demonstrate Haib as a future long-life, low-cost, low-risk open pit, sulphide flotation copper project with the potential for additional copper production from heap leaching. Mineralization at Haib is typical of a porphyry copper deposit and it is one of only a few examples of a paleoproterozoic porphyry copper deposit in the world and one of only two in southern Africa (both in Namibia). Due to its age, the deposit has been subjected to multiple metamorphic and deformation events but still retains many of the classic mineralization and alteration features typical of these deposits. The mineralization is dominantly chalcopyrite with minor bornite and chalcocite present and only minor secondary copper minerals at surface due to the arid environment. Further details are available on the Company's website at and under the Company's profile on SEDAR+ at More information is available by contacting the Company: Julia Becker Corporate Communications jbecker@ Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Cautionary Statement Regarding Forward-Looking Information This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the use of proceeds from the Company's recently completed financings and the future or prospects of the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect ", "is expected ", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are necessarily based upon a number of assumptions that, while considered reasonable by management, are inherently subject to business, market, and economic risks, uncertainties, and contingencies that may cause actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, other factors may cause results not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Other factors which could materially affect such forward-looking information are described in the risk factors in the Company's most recent annual management discussion and analysis. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities in to access your portfolio
