Disposition of Shares

Rhea-AI Summary

Loncor Gold (OTC:KGLLF) disposed of 8,857,142 common shares of KGL Resources on February 10, 2026, representing 60.23% of KGL's 14,706,632 issued shares.

The KGL shares were sold as part of a divesture linked to a plan of arrangement for Loncor's acquisition, for aggregate consideration of C$620,000 (≈C$0.07 per share). Loncor no longer holds any KGL securities and does not intend to acquire more. An Early Warning Report will be filed on SEDAR+ with additional details.

Positive

• Realized proceeds of C$620,000 from the KGL share disposition
• Completed divestiture on February 10, 2026
• No remaining KGL securities held by Loncor after the sale

Negative

• Disposed 60.23% stake in KGL, surrendering shareholder influence
• Consideration equals C$0.07 per KGL share, a low per-share receipt

News Market Reaction

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1 alert

% News Effect

On the day this news was published, LONCF declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Toronto, Ontario--(Newsfile Corp. - February 11, 2026) - Loncor Gold Inc. ("Loncor") reports that it disposed of on February 10, 2026 8,857,142 common shares of KGL Resources Ltd. ("KGL"), representing approximately 60.23% of the 14,706,632 issued and outstanding common shares of KGL. The said 8,857,142 common shares of KGL (the "KGL Shares") represented all of the securities of KGL held by Loncor such that, as a result of this disposition, Loncor no longer owns any common shares or other securities of KGL.

Loncor disposed of the KGL Shares by way of a private agreement as part of a divesture transaction carried out by Loncor in connection with a plan of arrangement transaction (the "Arrangement") providing for the acquisition of Loncor. This divesture transaction involved Loncor disposing of certain assets which included the KGL Shares. Loncor and the buyer of the KGL Shares (the "Buyer") agreed in the agreement for the divesture transaction that the value of the consideration for the KGL Shares shall be an aggregate of Cdn$620,000 (or approximately Cdn$0.07 per KGL Share). This consideration was satisfied by way of the Buyer accepting a reduction in the Buyer's compensation entitlement resulting from the closing of the Arrangement. Loncor does not have any intention to acquire additional securities of KGL.

The "early warning" disclosure above is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed with regulatory authorities in each of the jurisdictions in which KGL is a reporting issuer containing information with respect to the foregoing matters (the "Early Warning Report"). The Early Warning Report containing additional information with respect to the foregoing matters will be filed and made available under the SEDAR+ profile of KGL at www.sedarplus.ca.

KGL's and Loncor's address is 4120 Yonge Street, Suite 304, Toronto, Ontario, M2P 2B8, Canada. For further information or to obtain a copy of the Early Warning Report, please contact:

Donat Madilo (CFO of Loncor) – (416) 366-7300

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283525

FAQ

What did Loncor (KGLLF) dispose of on February 10, 2026?

Loncor sold 8,857,142 KGL common shares, equal to 60.23% of KGL's issued shares. According to the company, the sale was part of a divesture linked to a plan of arrangement for Loncor's acquisition.

How much did Loncor receive for the KGL shares (KGLLF) and what was the per-share price?

Loncor received aggregate consideration of C$620,000 for the KGL shares, about C$0.07 per share. According to the company, the buyer accepted a reduction in its compensation entitlement to satisfy the consideration.

Does Loncor (KGLLF) still own any KGL Resources shares after the disposition?

No, Loncor no longer owns any common shares or other securities of KGL after the February 10, 2026 disposition. According to the company, it has no intention to acquire additional KGL securities.

Why was the KGL share disposal by Loncor (KGLLF) completed?

The disposal occurred as part of a divesture transaction tied to an arrangement providing for Loncor's acquisition. According to the company, the sale formed part of asset dispositions required under that plan of arrangement.

Where can investors find the Early Warning Report for Loncor's KGLLF share disposition?

The Early Warning Report will be filed and made available under KGL's SEDAR+ profile. According to the company, the report will include additional information about the disposition and related matters.