Loncor Gold Announces Acquisition by Chengtun Mining for C$261 Million

Executive Summary

• Loncor Gold Inc. entered into an arrangement agreement to be acquired by Chengtun Mining Group (via Chengtun Gold Ontario) for C$1.38 per share, valuing the company at approximately C$261 million (fully diluted).
• The offer represents a ~33% premium to the 30‑day VWAP and a ~16% premium to the October 10 closing price, providing an all‑cash transaction and immediate liquidity for shareholders.
• Transaction is expected to close by Q1 2026 pending shareholder, TSX, court and regulatory approvals; Loncor shares will be delisted from the TSX and the company will cease reporting under Canadian and U.S. securities laws.

Key Details

• Consideration: C$1.38 per Loncor share (all‑cash), total equity value ≈ C$261 million on a fully diluted basis.
• Premiums: ~33% to 30‑day VWAP; ~16% to October 10 closing price.
• Voting Support: Shareholders representing ~38% of outstanding shares have signed voting support agreements; directors, officers and major shareholders (Resolute Mining Ltd., Arnold Kondrat) have also pledged support.
• Board & Committee Recommendation: Unanimous recommendation from Loncor’s special committee of independent directors and board that the transaction is fair and in shareholders’ best interest.
• Fairness Opinion: Provided by Stifel Canada, included in the forthcoming management information circular.
• Advisors & Counsel:
• Financial advisors – Stifel Canada, EB Capital Advisory (Loncor);
• Legal counsel – Dickinson Wright LLP (Loncor), Baker McKenzie FenXun (Chengtun Mining international), Dentons Canada LLP (Chengtun Mining Canadian).
• Termination Fee: Mutual reciprocal termination fee of C$10 million payable under certain circumstances.
• Option/Warrant Treatment: All outstanding Loncor stock options and purchase warrants will be surrendered/assigned and cash‑settled for the amount by which the consideration exceeds their exercise prices.
• Refundable Advances: Purchaser to provide up to US$3 million within 60 days post‑agreement for Loncor’s Adumbi exploration program and general corporate purposes (refundable).
• Conditions to Completion:
• Approval of Loncor shareholders (≥66⅔% of votes cast & majority of all shares), TSX acceptance, Ontario Superior Court approval, and standard closing conditions.
• Timeline: Expected close no later than Q1 2026; post‑closing, Loncor shares to be delisted from the TSX and the company will cease reporting as a Canadian issuer and U.S. SEC registrant.

Notable Quotes

“I am pleased to announce that we have entered into an agreement for the sale of the Company, marking a significant achievement for all stakeholders… The sale delivers a strong outcome for shareholders.” – Arnold Kondrat, Executive Chairman, Loncor Gold Inc.