Loncor Gold to Be Acquired by Chengtun Mining Group in C$1.38‑Per‑Share Cash Deal

LONCF
November 14, 2025

Loncor Gold Inc. has agreed to be acquired by Shanghai‑listed Chengtun Mining Group for C$1.38 per share in cash, valuing the company at roughly C$261 million on a fully diluted basis. The offer represents a premium of about 33 % to the 30‑day volume‑weighted average price and 16 % to the closing price on October 10, 2025, giving shareholders a clear liquidity event at a substantial premium to recent market levels.

Chengtun’s purchase is part of a broader strategy to expand its presence in the gold sector and to leverage its existing operations in the Democratic Republic of Congo. The deal gives Chengtun access to Loncor’s flagship Adumbi deposit in the Imbo Project, a resource base that has shown strong potential in a preliminary economic assessment completed in December 2021. By adding gold to its portfolio of copper, cobalt, and nickel assets, Chengtun aims to diversify revenue streams and capitalize on rising global demand for precious metals.

The board of Loncor, after consulting its special committee, unanimously recommended approval of the arrangement. Shareholder support is strong, with 38 % of issued and outstanding shares—led by Resolute Mining (18 %) and Arnold Kondrat (17 %)—already committed to vote in favor. A special meeting of shareholders is scheduled for December 11, 2025, at the offices of Dickinson Wright LLP in Toronto, where the transaction will be formally approved.

The agreement includes several key structural provisions. All outstanding stock options and warrants will be settled in cash equal to the excess of the consideration over the exercise price. Chengtun will provide Loncor with a C$3 million refundable advance within 60 days of signing to support exploration and general corporate purposes. The deal also contains a reciprocal termination fee of C$10 million, a non‑solicitation clause, and a “fiduciary out” that allows Loncor to pursue superior offers, with Chengtun holding a matching right.

If shareholders approve, Loncor’s shares will be delisted from the Toronto Stock Exchange, Frankfurt Stock Exchange, and OTCQX market, and the company will terminate its reporting obligations in Canada, the United States, and Germany. The transition to private ownership under Chengtun will end Loncor’s status as a publicly traded exploration entity, simplifying governance and potentially accelerating development of the Adumbi deposit.

Arnold Kondrat, Loncor’s Executive Chairman, said the transaction “crystallizes the inherent value we have built over 15 years and eliminates future dilution while mitigating commodity, political, and execution risks.” The market has responded positively to the premium and all‑cash nature of the offer, reflecting investor confidence in the strategic fit and the liquidity it provides to shareholders.

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