Mr. Arnold Kondrat reports

LONCOR GOLD ANNOUNCES ACQUISITION BY CHENGTUN MINING FOR C$261 MILLION

Loncor Gold Inc. and Chengtun Mining Group Co. Ltd., through its wholly owned subsidiary, Chengtun Gold Ontario Inc., have entered into an arrangement agreement, pursuant to which Chengtun Mining will acquire all the outstanding common shares of Loncor, in exchange for $1.38 per Loncor share in an all-cash transaction by way of a plan of arrangement. The consideration represents total equity value of approximately $261-million on a fully diluted basis.

The consideration represents a premium of approximately 33 per cent to the 30-day volume-weighted average trading price (VWAP) of the Loncor shares, and a premium of approximately 16 per cent to the closing price of the Loncor shares as at Oct. 10, 2025, on the Toronto Stock Exchange (the TSX). Further details of the transaction are outlined below.

As part of the transaction, Loncor shareholders representing approximately 38 per cent of the issued and outstanding Loncor shares have signed voting support agreements, pursuant to which they have agreed, among other things, to vote their Loncor shares in favour of the transaction.

Arnold Kondrat, executive chairman of Loncor, commented: "I am pleased to announce that we have entered into an agreement for the sale of the company, marking a significant achievement for all stakeholders. This transaction crystallizes the inherent value we have built over 15 years and eliminates future dilution while mitigating commodity, political and execution risks. The sale delivers a strong outcome for shareholders."

Transaction highlights

• Immediate and significant premium of approximately 33 per cent and 16 per cent to the 30-day VWAP and the closing price of the Loncor shares, respectively.
• All-cash offer, providing certainty of value and immediate liquidity to Loncor shareholders.
• Highly capable counterparty in Chengtun Mining which is principally engaged in trading and mining of new energy metal business internationally. Chengtun Mining's products mainly include copper, cobalt, nickel and gold, and has accumulated extensive operational experience in the Democratic Republic of the Congo.
• Crystallizes value while removing future dilution, commodity and execution risk for Loncor shareholders.
• Leverage's Chengtun Mining's strong access to capital and depth of technical and in-country expertise to develop the Imbo project.

Transaction terms

Pursuant to the terms and conditions of the arrangement agreement, signed on Oct. 14, 2025, the holders of the issued and outstanding Loncor shares will receive the consideration. The transaction will be carried out by way of court-approved plan of arrangement under the Business Corporations Act (Ontario).

The arrangement agreement contains customary reciprocal deal-protection provisions including a non-solicitation covenant and a "fiduciary out" that would allow Loncor to accept a superior proposal as defined in the arrangement agreement, subject to a right for Chengtun Mining to match any superior proposal. The arrangement agreement also provides for a mutual reciprocal termination fee of $10-million, payable in certain circumstances.

Pursuant to the arrangement agreement, each outstanding Loncor stock option and Loncor common share purchase warrant outstanding at the effective time of the transaction, will be deemed to be surrendered, assigned and transferred by the holder thereof to Loncor in exchange for a cash payment equal to the amount by which the consideration exceeds the exercise price of such stock option or warrant, as applicable.

The arrangement agreement also provides that the purchaser will provide to Loncor refundable advances totalling $3-million (U.S.) within the 60 day period following the date of the arrangement agreement. These advances are to be used in connection with the company's continuing exploration program at the Adumbi deposit and for general corporate purposes.

Further details of the arrangement agreement will be included in a management information circular of Loncor that is expected to be mailed to Loncor shareholders in the coming weeks. A copy of the arrangement agreement will be made available on Loncor's SEDAR+ profile.

Conditions to completion

The completion of the transaction is subject to a number of terms and conditions, including without limitation the following: (i) approval of the Loncor shareholders, as described below; (ii) acceptance of the Toronto Stock Exchange; (iii) approval of the Ontario Superior Court; and (iv) other standard conditions of closing for a transaction of this nature. There can be no assurance that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied.

The transaction is subject to the approval at a special meeting of Loncor shareholders by: (a) 66.67 percent of the votes cast by Loncor shareholders; and (b) a majority of the votes cast by the Loncor shareholders (excluding the votes cast by persons whose votes may not be included in determining minority approval of a business combination in accordance with Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions).

Transaction timeline

Subject to certain conditions, including the parties obtaining the requisite regulatory approvals, the transaction is expected to close not later than Q1 2026. Following completion of the transaction, the Loncor shares are expected to be delisted from the TSX. Loncor will also apply to cease to be a reporting issuer under Canadian securities laws and a registrant with the United States Securities and Exchange Commission (the SEC).

Voting support agreements

Each director and officer of Loncor, and Loncor's largest shareholders, Resolute Mining Ltd. and Arnold Kondrat (executive chairman of Loncor), who own approximately 18 per cent and 17 per cent, respectively, of the issued and outstanding Loncor shares, have entered into a voting support agreement with Chengtun Mining pursuant to which they have agreed to vote their respective Loncor shares in favour of the transaction at the Loncor Meeting.

Loncor board of directors' and special committee recommendations

After consultation with its financial and legal advisers, and following the unanimous recommendation of a special committee of independent directors, the board of directors of Loncor unanimously determined the transaction is fair to Loncor shareholders, is in the best interest of Loncor and approved the entering into of the transaction. The Loncor board recommends that Loncor shareholders vote in favour of the transaction. Stifel Canada provided a fairness opinion to the special committee, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualification stated in such opinion, the consideration to be received by Loncor shareholders under the transaction is fair, from a financial point of view, to such Loncor shareholders. The fairness opinion provided by Stifel Canada will be included in the circular mailed to Loncor shareholders.

Advisors and counsel

Stifel Canada and EB Capital Advisory are acting as financial advisers to Loncor and the Loncor Board. Dickinson Wright LLP are acting as Loncor's legal counsel. Baker McKenzie FenXun acted as international counsel to Chengtun Mining and Dentons Canada LLP acted as Canadian counsel to Chengtun Mining.

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 (28,185,000 tonnes grading 2.08 grams per tonne gold), and the Adumbi deposit and two neighbouring deposits hold an inferred mineral resource of 2.090 million ounces of gold (22,508,000 tonnes grading 2.89 g/t Au), with 84.68 per cent 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.

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.

We seek Safe Harbor.