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

Core Viewpoint - Loncor Gold Inc. has entered into an arrangement agreement with Chengtun Mining Group Co., Ltd. for the acquisition of all outstanding common shares of Loncor at a price of C$1.38 per share, representing a total equity value of approximately C$261 million [1][2] Transaction Details - The acquisition price represents a premium of approximately 33% to the 30-day volume weighted average trading price and a premium of approximately 16% to the closing price as of October 10, 2025 [2] - Approximately 38% of Loncor shareholders have signed voting support agreements to vote in favor of the transaction [3] - The transaction will be executed through a court-approved plan of arrangement under the Business Corporations Act (Ontario) [5] Transaction Highlights - The all-cash offer provides certainty of value and immediate liquidity to Loncor shareholders [9] - Chengtun Mining is a capable counterparty with extensive operational experience in the Democratic Republic of the Congo [9] - The transaction aims to crystallize value while removing future dilution, commodity, and execution risks for Loncor shareholders [9] Financial Provisions - The Arrangement Agreement includes a mutual reciprocal termination fee of C$10 million under certain circumstances [6] - Chengtun Mining will provide refundable advances totaling US$3 million to Loncor for ongoing exploration and general corporate purposes [8] Conditions to Completion - The transaction is subject to several conditions, including approval from Loncor shareholders, acceptance by the TSX, and approval from the Ontario Superior Court [11][12] - A special meeting of Loncor shareholders is required for the transaction to proceed, needing a two-thirds majority vote [12] Timeline and Future Steps - The transaction is expected to close by Q1 2026, after obtaining necessary regulatory approvals [13] - Following completion, Loncor shares are expected to be de-listed from the TSX, and the company will cease to be a reporting issuer under Canadian securities laws [13] Advisory and Legal Counsel - Stifel Canada and EB Capital Advisory are acting as financial advisors to Loncor, while Dickinson Wright LLP serves as legal counsel [16]