Loncor to hold special meeting Dec. 11

Executive Summary

• Loncor Gold Inc. has called a special shareholders' meeting for December 11, 2025, to vote on a proposed arrangement with Chengtun Mining Group Co. (via subsidiary Chengtun Gold Ontario Inc.).
• The transaction involves an all-cash acquisition of all outstanding common shares at $1.38 per share, representing a ~48% premium to the 60-day VWAP.
• The Board of Directors unanimously recommends the arrangement, citing a fairness opinion from Stifel Nicolaus Canada Inc., with the transaction expected to close by the end of December 2025, subject to shareholder and court approval.

Key Details

• Transaction Structure: All-cash acquisition of all issued and outstanding common shares of Loncor Gold Inc.
• Purchase Price: $1.38 per share in cash.
• Premiums:
  • ~48% premium to the 60-day volume-weighted average trading price (VWAP).
  • ~33% premium to the 30-day VWAP.
  • ~16% premium to the closing price as of Oct 10, 2025.
• Option/Warrant Treatment: Outstanding stock options and common share purchase warrants will be deemed surrendered and transferred to Loncor in exchange for cash equal to the excess of the $1.38 consideration over the exercise price.
• Voting Requirements:
  • Approval by at least 66-2/3rds of votes cast by shareholders present/proxy entitled to vote.
  • Simple majority of votes cast, excluding votes from persons whose votes must be excluded under Multilateral Instrument 61-101 (approx. 16.6% of outstanding shares, or 30,167,409 shares, are expected to be excluded).
• Support: Voting support agreements signed by shareholders representing ~37% of currently issued and outstanding shares.
• Timeline:
  • Meeting Date: December 11, 2025, at 11 a.m. Toronto time.
  • Proxy Deadline: December 9, 2025, at 11 a.m. Toronto time.
  • Expected Completion: End of December 2025.
• Post-Closing Actions: Shares to be delisted from the Toronto Stock Exchange, Frankfurt Stock Exchange, and OTCQX within 2-3 trading days of completion. Company will apply to cease reporting issuer status in Canadian provinces and terminate reporting requirements under the U.S. Securities Exchange Act of 1934.
• Fairness Opinion: Received from Stifel Nicolaus Canada Inc., attached as an appendix to the information circular.
• Target Assets: Imbo project in the Ngayu greenstone gold belt, DRC, including the Adumbi deposit (Indicated resource: 1.88M oz Au @ 2.08 g/t; Inferred resource: 2.09M oz Au @ 2.89 g/t).

Notable Quotes

• "The board of directors... unanimously determined... that the arrangement is in the best interests of the company and is fair, from a financial point of view, to shareholders. Accordingly, the board unanimously recommends that shareholders vote for the arrangement resolution."
• "The consideration represents a premium of approximately 48 per cent to the 60-day volume-weighted average trading price of the shares... All-cash offer, providing certainty of value and immediate liquidity to shareholders; Removes future dilution, commodity and execution risk for shareholders."