Loncor Gold Announces Shareholder Approval of Acquisition by Chengtun Mining

Rhea-AI Summary

Loncor Gold (OTCQX: LONCF) shareholders approved the previously announced acquisition by Chengtun Mining via Chengtun Gold Ontario, with 99.70% of votes cast in favour at the special meeting held on December 11, 2025.

The vote met the required thresholds under Loncor's arrangement and MI 61-101 rules; excluding required excluded votes the approval rate was 99.60%. Closing remains subject to a final Ontario Superior Court order and satisfaction or waiver of other closing conditions under the October 14, 2025 arrangement agreement.

Positive

• Shareholder approval of acquisition: 99.70% votes in favour
• Minority-excluded approval level: 99.60% (excluding required excluded votes)
• Acquirer identified as Chengtun Mining via Chengtun Gold Ontario
• Arrangement governed by a binding plan of arrangement under Ontario law

Negative

• Closing remains subject to a final Ontario Superior Court order
• Transaction dependent on satisfaction or waiver of other closing conditions

Key Figures

Votes in favour 99.70% Total votes cast at special shareholders’ meeting

Approval threshold 66 2/3% Minimum required of votes cast for arrangement completion

For votes 128,180,130 Shares Total shares voted for the special resolution

Against votes 390,031 Shares Total shares voted against the special resolution

Minority approval for 98,012,721 Shares For votes excluding MI 61-101 related shareholders

Minority approval % 99.60% Approval rate excluding MI 61-101 related shareholders

Price change 3.16% LONCF move prior to publication over last 24 hours

52-week range $0.32–$0.98 Pre-news 52-week low and high for LONCF

Market Reality Check

$0.9800 Last Close

Volume Volume 60,937 is below the 20-day average of 111,967, suggesting no unusual trading activity ahead of this announcement. low

Technical Shares traded at $0.98, above the 200-day MA of $0.59 and matching the 52-week high, reflecting a price already near the agreed cash consideration.

Peers on Argus

Peers showed mixed moves: STLRF +11.21%, AUGG +0.50%, FTCO -0.50%, WHGOF -0.62%, MMRGF -3.42%. With LONCF up 3.16% and no broad, consistent direction among gold peers, trading appeared driven more by deal-specific factors than a sector-wide shift.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Aug 06	Drilling program update	Positive	+2.7%	Announced additional core rig to accelerate deep drilling at Adumbi.
Oct 14	Acquisition announcement	Positive	+6.5%	Agreed all-cash acquisition by Chengtun Mining at C$1.38 per share.
Oct 23	Drill results update	Positive	-1.8%	Reported multiple high-grade gold intersections at Adumbi deposit.
Nov 13	Meeting announcement	Positive	-0.8%	Called special meeting to vote on proposed C$1.38 cash arrangement.
Dec 01	Arrangement update	Positive	-3.1%	Confirmed progress toward Dec 11 shareholder vote on the arrangement.

Pattern Detected

Recent news has often been fundamentally positive while price reactions were mixed, with several instances of sell-the-news behavior, except for the initial acquisition announcement, which saw a notable positive move.

Recent Company History

Over the last six months, Loncor Gold issued several operational and strategic updates, including drilling progress at Adumbi and an increase in rigs, alongside resource details on its gold deposits. On Oct 14 the company announced an all-cash acquisition by Chengtun, followed by meeting and process updates on Nov 13 and Dec 01. Those prior deal-related milestones sometimes saw muted or negative near-term price reactions, so today’s strong shareholder approval continues the transaction’s progression rather than changing its core economics.

Market Pulse Summary

This announcement confirms that Loncor shareholders strongly supported the Chengtun acquisition, with 99.70% of votes cast in favour and 99.60% approval on a minority basis. The stock was already trading at its 52-week high, consistent with prior disclosure of a cash consideration. Historically, earlier steps in this transaction sometimes drew muted or negative moves, so investors may focus next on court approval and remaining closing conditions rather than economics, which were previously defined.

Key Terms

plan of arrangement regulatory

"pursuant to a plan of arrangement under the Ontario Business Corporations Act"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

ontario business corporations act regulatory

"pursuant to a plan of arrangement under the Ontario Business Corporations Act"

A provincial law that sets the rulebook for creating, running and winding up corporations in Ontario, including how boards are formed, shareholder rights, reporting and duties of officers. For investors it matters because it defines the legal protections, voting rights, disclosure obligations and liability rules that affect corporate governance and the safety and clarity of investing — like knowing the ground rules before joining a team.

multilateral instrument 61-101 regulatory

"in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders"

Multilateral Instrument 61-101 is a securities regulation that sets rules for certain corporate deals—like mergers, asset sales, or related-party transactions—to protect minority shareholders by requiring extra disclosure, independent valuation and, in many cases, formal shareholder approval. Think of it as an impartial referee and checklist that forces companies to show the full playbook and get a vote or an independent price opinion, so investors can judge whether a proposed deal is fair and avoid being overridden by insiders.

minority approval regulatory

"required to be excluded for the purposes of "minority approval" under MI 61-101"

Minority approval is consent given by shareholders who together own less than half of a company’s voting shares, or by a protected subgroup of shareholders, on a corporate action. It matters because some deals or changes require not just majority support but specific backing from minority holders to proceed or to avoid legal challenges, so their approval can protect small investors’ interests much like a safety valve that prevents a single majority from making unchecked changes.

information circular regulatory

"set forth in Appendix "A" to the management information circular of Loncor"

An information circular is a formal document sent to shareholders before a corporate vote or major transaction that explains the proposal, background facts, financial terms, potential conflicts of interest and how to cast a vote. It matters to investors because it provides the key facts and risks needed to make an informed decision about their shares, like a detailed brochure you read before voting in a neighborhood association to understand who benefits and why.

AI-generated analysis. Not financial advice.

• 99.70% of the Votes Cast at the Shareholders' Meeting were in Favour of the Acquisition

Toronto, Ontario--(Newsfile Corp. - December 11, 2025) - Loncor Gold Inc. (TSX: LN) (OTCQX: LONCF) (FSE: LO5) ("Loncor" or the "Company")  is pleased to announce that shareholders of the Company ("Shareholders"), at the Company's special meeting of Shareholders (the "Meeting") held earlier today, have voted in favour of the previously announced acquisition of the Company by Chengtun Mining Group Co., Ltd. (SSE: 600711), through its wholly-owned subsidiary, Chengtun Gold Ontario Inc. (the "Purchaser"), pursuant to a plan of arrangement under the Ontario Business Corporations Act (the "Arrangement" or the "Transaction").

The completion of the Arrangement required the approval of at least: (i) 66 2/3% of the votes cast at the Meeting by Shareholders present in person or by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast at the Meeting by Shareholders present in person or by proxy and entitled to vote at the Meeting, excluding votes cast in respect of common shares of the Company ("Shares") beneficially owned or over which control or direction is exercised by persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The matter voted upon at the Meeting and the results of the voting were as follows:

Special resolution, the full text of which is set forth in Appendix "A" to the management information circular of Loncor dated November 10, 2025, approving, among other things, a plan of arrangement under Section 182 of the Ontario Business Corporations Act involving Loncor and the Purchaser
	Outcome of Vote	For	Against
By Shareholders	Approved	128,180,130 Shares	390,031 Shares
		(99.70%)	(0.30%)
By Shareholders (excluding votes attached to the Shares required to be excluded for the purposes of "minority approval" under MI 61-101)	Approved	98,012,721 Shares	390,031 Shares
		(99.60%)	(0.40%)

 

Closing of the Transaction remains subject to the receipt of a final order in respect of the Arrangement from the the Ontario Superior Court of Justice (Commercial List) (the "Court"), and satisfaction or waiver of the other conditions to closing contained in the arrangement agreement entered into by the Company and the Purchaser dated October 14, 2025. The Company will provide further updates related to the Arrangement as they become available.

Further details regarding the Arrangement are provided in the Company's information circular prepared in connection with the Meeting which is available on the Company's SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov/search-filings.

About Loncor Gold Inc.
Loncor is a Canadian gold exploration company focused on the Ngayu Greenstone Gold Belt in the northeast of the Democratic Republic of the Congo (the "DRC"). The Loncor team has over two decades of experience of operating in the DRC. Loncor's growing resource base in the Ngayu Belt is focused on the Imbo Project where the Adumbi deposit holds an indicated mineral 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 hold an inferred mineral resource of 2.090 million ounces of gold (22.508 million tonnes grading 2.89 g/t Au), with 84.68% of these resources being attributable to Loncor. Following a drilling program carried out by the Company at the Adumbi deposit in 2020 and 2021, the Company completed a Preliminary Economic Assessment ("PEA") of the Adumbi deposit and announced the results of the PEA in December 2021.

Additional information with respect to Loncor and its projects can be found on Loncor's website at www.loncor.com.

About Chengtun Mining Group Co., Ltd.
Chengtun Mining specializes in developing new energy metal resources. The company's core operations include mining and refining of energy metals and base metals, with strategic focus on copper, cobalt, nickel for new energy batteries. The company has also identified gold and other precious metals as a key strategic business area for future development. Chengtun owns and operates mines in the Democratic Republic of the Congo, most notably the Kalongwe copper-cobalt mine. Chengtun Mining is publicly listed on the Shanghai Stock Exchange under the ticker 600711.

Cautionary Note Concerning Forward-Looking Information
This press release contains forward-looking information. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding completion of the terms and conditions of the Transaction, receipt of Court approval of the Arrangement and the closing of the Arrangement) are forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, risks associated with the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required approvals and other conditions of closing necessary to complete the Arrangement or for other reasons, the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement, risks relating to the abilities of the parties to satisfy conditions precedent to the Arrangement, a third party superior proposal materializing prior to the completion of the Transaction, and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 31, 2025 and information circular prepared in connection with the Meeting filed on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov. Forward-looking information speaks only as of the date on which it is provided and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

For further information, please visit our website at www.loncor.com or contact:

Arnold Kondrat, Executive Chairman, +1 416 366 7300
John Barker, CEO, +44 7547 159 521
Peter Cowley, President, +44 790454 0856

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277802

FAQ

What did Loncor (LONCF) shareholders vote on December 11, 2025?

Shareholders voted to approve the proposed acquisition by Chengtun Mining under a plan of arrangement, with 99.70% voting for the transaction.

What percentage of votes approved the Loncor (LONCF) acquisition by Chengtun?

The special meeting recorded 99.70% of votes in favour; excluding required excluded votes the approval was 99.60%.

Is the Loncor (LONCF) acquisition by Chengtun completed after the shareholder vote?

No. Closing is still subject to a final order from the Ontario Superior Court and satisfaction or waiver of other closing conditions.

Who is the Purchaser in the Loncor (LONCF) arrangement dated October 14, 2025?

The Purchaser is Chengtun Gold Ontario, a wholly-owned subsidiary of Chengtun Mining Group.

Where can investors find Loncor (LONCF) details on the arrangement and meeting materials?

Details are available on Loncor's SEDAR+ profile and on EDGAR (SEC filings) as noted in the meeting materials.

What remaining approvals are required for the Loncor (LONCF) transaction to close?

A final court order from the Ontario Superior Court and satisfaction or waiver of the arrangement agreement's other closing conditions are required.