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Loncor Gold Inc. (TSX: LN,OTC:LONCF) (OTCQX: LONC) (FSE: LO5) (“Loncor” or the “Firm”) is happy to announce that, in reference to the proposed association (the “Association” or the “Transaction”) of Loncor with Chengtun Mining Group Co., Ltd. (SSE: 600711), by way of its wholly-owned subsidiary, Chengtun Gold Ontario Inc. (collectively “Chengtun Mining” or the “Purchaser”), as beforehand introduced by Loncor on October 14, 2025, Loncor has known as a particular assembly of shareholders (“Shareholders”) of the Firm (the “Assembly”) to think about and, if thought advisable, to move a particular decision approving the Association (the “Association Decision”), which gives for, amongst different issues, the acquisition by the Purchaser of the entire issued and excellent frequent shares of the Firm (“Shares”) for Cdn$1.38 per Share in money (the “Consideration”). As effectively, pursuant to the phrases of the Association, every excellent Loncor inventory choice and Loncor frequent share buy warrant excellent on the efficient time of the Transaction, shall be deemed to be surrendered, assigned and transferred by the holder thereof to Loncor in change for a money fee equal to the quantity by which the Consideration exceeds the train value of such inventory choice or warrant, as relevant.
The Firm shall be mailing to Shareholders early subsequent week the discover of Assembly, info round (the “Info Round“) and associated proxy supplies (collectively, the “Assembly Supplies“). The Assembly to vote on the Association shall be held at 11:00 a.m. (Toronto time) on December 11, 2025 on the places of work of Dickinson Wright LLP at 199 Bay Road, Suite 2200, Commerce Court docket West, Toronto, Ontario, Canada. Shareholders are urged to rigorously assessment the Assembly Supplies as they include necessary info concerning the Association and the rights and entitlements of Shareholders in connection therewith. As soon as mailed, the Assembly Supplies may even be out there on the Firm’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov/search-filings.
The board of administrators of the Firm (the “Board“), having undertaken a radical assessment of knowledge in regards to the Firm, the Purchaser, and the phrases of the Association and after consulting with its monetary and authorized advisors, together with receipt of a equity opinion from Stifel Nicolaus Canada Inc. (which shall be connected as an appendix to the Info Round) and the advice of a particular committee of unbiased administrators of the Firm (the “Particular Committee“), unanimously decided (with administrators abstaining) that the Association is in the very best pursuits of the Firm and is truthful, from a monetary viewpoint, to Shareholders. Accordingly, the Board unanimously recommends that Shareholders vote FOR the Association Decision. Every of the administrators and government officers of the Firm intends to vote their Shares in favour of the Association Decision. In making its advice, the Particular Committee and the Board thought of a lot of components that are described within the Info Round
To develop into efficient, the Association Decision should be accepted on the Assembly by at the very least: (i) 66 2/3% of the votes forged by Shareholders current in individual or by proxy and entitled to vote on the Assembly; and (ii) a easy majority of the votes forged by Shareholders current in individual or by proxy and entitled to vote on the Assembly, excluding the votes forged in respect of Shares beneficially owned or over which management or path is exercised by any individuals whose votes should be excluded in accordance with Multilateral Instrument 61 101 – Safety of Minority Safety Holders in Particular Transactions. To the information of the Firm, after affordable inquiry, the votes connected to 30,167,409 Shares (representing roughly 16.6% of the excellent Shares) shall be excluded in figuring out whether or not a easy majority of the votes has been forged in favour of the Association Decision.
The Association should be accepted by the Ontario Superior Court docket of Justice (Business Listing) (the “Court docket“) within the Metropolis of Toronto, which can think about, amongst different issues, the substantive and procedural equity and the reasonableness of the Association to Shareholders. The Firm will apply to the Court docket for the ultimate order of the Court docket underneath Part 182 of the Ontario Enterprise Companies Act if Shareholders approve the Association Decision on the Assembly.
As a part of the Transaction, Shareholders representing roughly 37% of the presently issued and excellent Shares have signed voting help agreements, pursuant to which they’ve agreed, amongst different issues, to vote their Shares in favour of the Association Decision.
Transaction Highlights
- The Consideration represents a premium of roughly 48% to the 60-day quantity weighted common buying and selling value (“VWAP“) of the Shares, a premium of roughly 33% to the 30-day VWAP of the Shares, and a premium of roughly 16% to the closing value of the Shares in every case as at October 10, 2025 (the final buying and selling day previous to the announcement by the Firm of the Association) on the Toronto Inventory Trade (the “TSX“).
- All-cash supply, offering certainty of worth and speedy liquidity to Shareholders.
- Removes future dilution, commodity and execution threat for Shareholders.
Your vote is necessary. The Assembly Supplies will present an outline of the Association and embrace sure extra info to help Shareholders in contemplating the best way to vote on the Association. You’re urged to learn the Info Round rigorously and, for those who require help, to seek the advice of your tax, monetary, authorized or different skilled advisors.
Included within the Assembly Supplies are a number of paperwork requiring your consideration.
If you’re a registered Shareholder and are unable to attend the Assembly in individual, please date and execute the type of proxy included within the Assembly Supplies and deposit it with the Company c/o TSX Belief Firm, 301 – 100 Adelaide Road West, Toronto, Ontario, M5H 4H1, Canada, Consideration: Proxy Dept., earlier than 11:00 a.m. (Toronto time) on December 9, 2025.
If you’re a non-registered Shareholder and obtain the Assembly Supplies by way of your dealer or by way of one other middleman, please full and return the supplies in accordance with the directions offered to you by your dealer or such different middleman. If you’re a non-registered Shareholder and don’t full and return the supplies in accordance with such directions, chances are you’ll lose the proper to vote on the Assembly.
In case you require help with the procedures for voting, together with finishing your proxy, please contact the Firm’s proxy solicitation agent, Carson Proxy, at North American toll free telephone at 1-800-530-5189, native and textual content: 416-751-2066 or by e mail at information@carsonproxy.com.
The Association is anticipated to be accomplished by the top of December 2025, topic to a lot of phrases and circumstances, together with with out limitation the next: (a) approval of Shareholders as set out above and within the Assembly Supplies; (b) approval of the Court docket; and (c) different commonplace circumstances of closing for a transaction of this nature. There will be no assurance that the entire essential approvals shall be obtained or that each one circumstances of closing shall be glad. As soon as the entire steps to impact the Association are accomplished, the Shares shall be delisted from the TSX inside two or three buying and selling days following the completion of the Association, and also will be delisted from the Frankfurt Inventory Trade and not quoted on the OTCQX. The Firm may even make an software to stop to be a reporting issuer in every of the Canadian provinces wherein it’s presently a reporting issuer and on closing of the Association the Firm will start the method to terminate its reporting necessities underneath the USA Securities Trade Act of 1934, as amended.
About Loncor Gold Inc.
Loncor is a Canadian gold exploration firm centered on the Ngayu Greenstone Gold Belt within the northeast of the Democratic Republic of the Congo (the “DRC“). The Loncor staff has over 20 years of expertise of working within the DRC. Loncor’s rising useful resource base within the Ngayu Belt is targeted on the Imbo Undertaking the place the Adumbi deposit holds an indicated mineral useful resource of 1.88 million ounces of gold (28.185 million tonnes grading 2.08 g/t gold), and the Adumbi deposit and two neighbouring deposits maintain an inferred mineral useful resource of two.090 million ounces of gold (22.508 million tonnes grading 2.89 g/t Au), with 84.68% of those assets being attributable to Loncor. Following a drilling program carried out by the Firm on the Adumbi deposit in 2020 and 2021, the Firm accomplished a Preliminary Financial Evaluation (“PEA”) of the Adumbi deposit and introduced the outcomes of the PEA in December 2021.
Further info with respect to Loncor and its initiatives will be discovered on Loncor’s web site at www.loncor.com.
About Chengtun Mining Group Co., Ltd.
Chengtun Mining focuses on growing new vitality steel assets. The corporate’s core operations embrace mining and refining of vitality metals and base metals, with strategic concentrate on copper, cobalt, nickel for brand spanking new vitality batteries. The corporate has additionally recognized gold and different valuable metals as a key strategic enterprise space for future improvement. Chengtun owns and operates mines within the Democratic Republic of the Congo, most notably the Kalongwe copper-cobalt mine. Chengtun Mining is publicly listed on the Shanghai Inventory Trade underneath the ticker 600711.
Cautionary Observe Regarding Ahead-Wanting Info
This press launch comprises forward-looking info. All statements, apart from statements of historic reality, that handle actions, occasions or developments that the Firm believes, expects or anticipates will or might happen sooner or later (together with, with out limitation, statements concerning completion of the phrases and circumstances of the Transaction, the timing of the Assembly, receipt of Shareholder and Court docket approval of the Transaction, the anticipated cut-off date of the Transaction, the Firm ceasing to be a reporting issuer in Canada and terminating its reporting necessities underneath the USA Securities Trade Act of 1934, as amended and the delisting of the Shares) are forward-looking info. This forward-looking info displays the present expectations or beliefs of the Firm based mostly on info presently out there to the Firm. Ahead-looking info is topic to a lot of dangers and uncertainties that will trigger the precise outcomes of the Firm to vary materially from these mentioned within the forward-looking info, and even when such precise outcomes are realized or considerably realized, there will be no assurance that they’ll have the anticipated penalties to, or results on the Firm. Components that might trigger precise outcomes or occasions to vary materially from present expectations embrace, amongst different issues, dangers related to the chance that the Transaction won’t be accomplished on the phrases and circumstances, or on the timing, presently contemplated, and that it is probably not accomplished in any respect, resulting from a failure to acquire or fulfill, in a well timed method or in any other case, required Shareholder, Court docket and regulatory approvals and different circumstances of closing essential to finish the Transaction or for different causes, the opportunity of adversarial reactions or adjustments in enterprise relationships ensuing from the announcement or completion of the Transaction, dangers referring to the skills of the events to fulfill circumstances precedent to the Transaction, a 3rd get together superior proposal materializing previous to the completion of the Transaction and the opposite dangers disclosed underneath the heading “Danger Components” and elsewhere within the Firm’s annual info type dated March 31, 2025 filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Ahead-looking info speaks solely as of the date on which it’s offered and, besides as could also be required by relevant securities legal guidelines, the Firm disclaims any intent or obligation to replace any forward-looking info, whether or not because of new info, future occasions or outcomes or in any other case. Though the Firm believes that the assumptions inherent within the forward-looking info are affordable, forward-looking info will not be a assure of future efficiency and accordingly undue reliance shouldn’t be placed on such info because of the inherent uncertainty therein.
To view the supply model of this press launch, please go to https://www.newsfilecorp.com/launch/274405
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