Interim Condensed Consolidated Financial Statements
March 31, 2025
(Expressed in U.S. dollars)
(unaudited)
NOTICE TO READER
These interim condensed consolidated financial statements have been re-filed to correct the chart in the property, plant, and equipment note (Note 7) to include an additional $234,625 for “Right-of-use asset” in the first quarter of 2025 in the chart. This adjustment changes the total asset balance and total book value as at March 31, 2025 in the chart in Note 7. No other changes have been made.
NOTICE TO READER
These interim condensed consolidated financial statements of Loncor Gold Inc. as at and for the three months ended March 31, 2025 have been prepared by management of Loncor Gold Inc. The auditors of Loncor Gold Inc. have not audited or reviewed these interim condensed consolidated financial statements.
Contents
Loncor Gold Inc. |
Interim Condensed Consolidated Statements of Financial Position |
(Expressed in U.S. dollars - unaudited) |
Notes | March 31, 2025 | December 31, 2024 | |||||
$ | $ | ||||||
Assets | |||||||
Current Assets | |||||||
Cash and cash equivalents | 141,804 | 1,498,698 | |||||
Advances receivable and prepaid expenses | 5 | 573,438 | 1,144,014 | ||||
Due from related parties | 6 | 90,691 | 18,774 | ||||
Total Current Assets | 805,933 | 2,661,486 | |||||
Non-Current Assets | |||||||
Property, plant and equipment | 7 | 1,152,014 | 949,430 | ||||
Exploration and evaluation assets | 8 | 17,419,327 | 15,931,144 | ||||
Total Non-Current Assets | 18,571,341 | 16,880,574 | |||||
Total Assets | 19,377,274 | 19,542,060 | |||||
Liabilities and Shareholders' Equity | |||||||
Current Liabilities | |||||||
Accounts payable | 10 | 986,130 | 765,657 | ||||
Accrued liabilities | 199,558 | 261,166 | |||||
Employee retention allowance | 17 | 163,098 | 162,957 | ||||
Lease obligation | 14 | 80,460 | 83,575 | ||||
Current Liabilities | 1,429,246 | 1,273,355 | |||||
Non-Current Liabilities | |||||||
Lease obligation | 14 | 234,625 | 17,930 | ||||
Total Liabilities | 1,663,871 | 1,291,285 | |||||
Shareholders' Equity | |||||||
Share capital | 12 | 100,389,242 | 100,389,242 | ||||
Reserves | 13,428,442 | 13,149,658 | |||||
Deficit | (96,104,281 | ) | (95,288,125 | ) | |||
Total Shareholders' Equity | 17,713,403 | 18,250,775 | |||||
Total Liabilities and Shareholders' Equity | 19,377,274 | 19,542,060 | |||||
Common shares | |||||||
Authorized | Unlimited | Unlimited | |||||
Issued and outstanding | 12b | 154,614,174 | 154,614,174 |
Going concern (Note 2b)
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Loncor Gold Inc. |
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss |
(Expressed in U.S. dollars - unaudited) |
For the three months ended | |||||||
Notes | March 31, 2025 | March 31, 2024 | |||||
$ | $ | ||||||
Expenses | |||||||
Consulting, management and professional fees | 193,259 | 154,953 | |||||
Employee benefits | 211,695 | 226,818 | |||||
Office and sundry | 40,880 | 49,290 | |||||
Share-based payments | 13 | 226,564 | 60,996 | ||||
Travel and promotion | 112,775 | 56,201 | |||||
Depreciation | 8, 14 | 20,851 | 20,748 | ||||
Interest and bank expenses | 3,232 | 2,479 | |||||
Interest on lease obligation | 14 | 1,495 | 2,690 | ||||
Foreign exchange loss | 5,405 | 8,739 | |||||
Loss before other items | (816,156 | ) | (582,914 | ) | |||
Interest and other income | 11 | - | 8,386 | ||||
Loss and comprehensive loss for ythe period | (816,156 | ) | (574,528 | ) | |||
Loss per share, basic and diluted | 12d | (0.01 | ) | (0.00 | ) | ||
Weighted average number of shares - basic and diluted | 12d | 154,614,174 | 153,440,877 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Loncor Gold Inc. |
Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity |
(Expressed in U.S. dollars - unaudited) |
Common shares | |||||||||||||||
Number of shares |
Amount | Reserves | Deficit | Total shareholders' equity |
|||||||||||
Balance at December 31, 2023 | 153,144,174 | $ | 100,184,783 | $ | 12,511,661 | $ | (91,128,928 | ) | $ | 21,567,516 | |||||
Loss for the period | - | - | - | (574,528 | ) | (574,528 | ) | ||||||||
Option exercise (Note 12b) | 675,000 | 123,216 | (47,077 | ) | - | 76,139 | |||||||||
Share-based payments (Note 13) | - | - | 76,446 | - | 76,446 | ||||||||||
Balance at March 31, 2024 | 153,819,174 | $ | 100,307,999 | $ | 12,541,030 | $ | (91,703,456 | ) | $ | 21,145,573 | |||||
Loss for the period | - | - | - | (3,584,669 | ) | (3,584,669 | ) | ||||||||
Option exercise (Note 12b) | 795,000 | 165,080 | (60,636 | ) | - | 104,444 | |||||||||
Value of warrants issued (Note 12c) | - | (83,837 | ) | 83,837 | - | - | |||||||||
Share-based payments (Note 13) | - | - | 585,427 | - | 585,427 | ||||||||||
Balance at December 31, 2024 | 154,614,174 | $ | 100,389,242 | $ | 13,149,658 | $ | (95,288,125 | ) | $ | 18,250,775 | |||||
Loss for the period | - | - | - | (816,156 | ) | (816,156 | ) | ||||||||
Share-based payments (Note 13) | - | - | 278,784 | - | 278,784 | ||||||||||
Balance at March 31, 2025 | 154,614,174 | $ | 100,389,242 | $ | 13,428,442 | $ | (96,104,281 | ) | $ | 17,713,403 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Loncor Gold Inc. |
Interim Condensed Consolidated Statements of Cash Flows |
(Expressed in U.S. dollars - unaudited) |
For the three months ended | |||||||
Notes | March 31, 2025 | March 31, 2024 | |||||
$ | $ | ||||||
Cash flows from operating activities | |||||||
Loss for the period | (816,156 | ) | (574,528 | ) | |||
Adjustments to reconcile loss to net cash used in operating activities | |||||||
Depreciation | 20,851 | 20,748 | |||||
Share-based payments | 13 | 278,784 | 76,446 | ||||
Interest on lease obligation | 14 | 1,495 | 2,690 | ||||
Changes in non-cash working capital | |||||||
Advances receivable and prepaid expenses | 70,576 | (120,644 | ) | ||||
Due to/from related parties | (71,917 | ) | (39,656 | ) | |||
Employee retention allowance | 17 | 141 | (4,244 | ) | |||
Accounts payable | 220,473 | 203,201 | |||||
Accrued liabilities | (61,608 | ) | (80,779 | ) | |||
Net cash used in operating activities | (357,361 | ) | (516,766 | ) | |||
Cash flows from investing activities | |||||||
Funds received from leasing agreement | 8e | - | 176,526 | ||||
Funds received from asset held for sale | 500,000 | - | |||||
Acquisition of property, plant and equipment | (4,484 | ) | - | ||||
Expenditures on exploration and evaluation assets | 8 | (1,472,509 | ) | (266,540 | ) | ||
Net cash used by investing activities | (976,993 | ) | (90,014 | ) | |||
Cash flows from financing activities | |||||||
Proceeds from share issuances, net of issuance costs | - | 76,139 | |||||
Loans (repaid) received | 11 | - | (30,244 | ) | |||
Principal repayment of lease obligation | 14 | (22,540 | ) | (22,539 | ) | ||
Net cash (used) generated by financing activities | (22,540 | ) | 23,356 | ||||
Net decrease in cash and cash equivalents during the period | (1,356,894 | ) | (583,424 | ) | |||
Cash and cash equivalents, beginning of the period | 1,498,698 | 639,680 | |||||
Cash and cash equivalents, end of the period | 141,804 | 56,256 |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
1. Corporate Information
Loncor Gold Inc. (the "Company" or "Loncor") is a corporation governed by the Ontario Business Corporations Act. In June 2021, the Company changed its name from Loncor Resources Inc. to Loncor Gold Inc. The principal business of the Company is the acquisition and exploration of mineral properties.
These interim condensed consolidated financial statements as at and for the three months ended March 31, 2025 include the accounts of the Company and of its 90% owned subsidiary in the Democratic Republic of the Congo (the "Congo"), Loncor Resources Congo SARL. Loncor Resources Congo SARL owns 100% of the common shares of Devon Resources SARL and 100% of Navarro Resources SARL.
In November 2023 Loncor Gold Inc. amalgamated with its wholly-owned Ontario subsidiary Loncor Kilo Inc. Loncor Gold Inc. now owns directly 84.67% of the outstanding shares of Adumbi Mining S.A. ("Adumbi"), a company registered in the Congo (Adumbi Mining S.A. changed its name from KGL-Somituri SARL in January 2020), and 100% of the shares of Kilo Isiro Atlantic Ltd (a British Virgin Islands company). Kilo Isiro Atlantic Ltd owns 100% of the shares of Isiro (Jersey) Limited which in turn owns 100% of the shares of KGL Isiro SARL in the Congo.
The Company is a publicly traded company whose outstanding common shares trade on the Toronto Stock Exchange, the OTCQX market in the United States and the Frankfurt Stock Exchange. The head office of the Company is located at 4120 Yonge Street, Suite 304 Toronto, Ontario, M2P 2B8, Canada.
2. Basis of Preparation
a) Statement of compliance
These interim condensed consolidated financial statements as at and for the three month period ended March 31, 2025 have been prepared in accordance with International Accounting Standard ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The disclosure contained in these interim condensed consolidated financial statements does not include all the requirements in IAS 1 Presentation of Financial Statements ("IAS 1"). Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as at and for the year ended December 31, 2024, which include information necessary to understand the Company's business and financial statement presentation.
b) Going Concern
The Company incurred a net loss of $816,156 for the three months ended March 31, 2025 (three months ended March 31, 2024 - $574,528) and as at March 31, 2025 had a working capital deficit of $623,313 (December 31, 2024 - working capital of $1,388,131).
The recoverability of the amount shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain financing to continue to perform exploration activity or complete the development of the properties where necessary, or alternatively, upon the Company's ability to recover its incurred costs through a disposition of its interests, all of which are uncertain.
In addition, if the Company raises additional funds by issuing equity securities, then existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict its operations. Any failure on its part to raise additional funds on terms favourable to the Company or at all, may require the Company to significantly change or curtail its current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in the Company not taking advantage of other available business opportunities.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
In the event the Company is unable to identify recoverable resources, receive the necessary permitting, or arrange appropriate financing, the carrying value of the Company's assets and liabilities could be subject to material adjustment. These matters create material uncertainties that cast significant and substantial doubt upon the validity of the going concern assumption.
These interim condensed consolidated financial statements do not include any additional adjustments to the recoverability and classification of certain recorded asset amounts, classification of certain liabilities and changes to the statements of loss and comprehensive loss that might be necessary if the Company was unable to continue as a going concern.
c) Basis of measurement
These interim condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are presented at fair value. These interim condensed consolidated financial statements have also been prepared on an accrual basis, except for cash flow information.
3. Summary of Significant Accounting Policies
The accounting policies set out below have been applied consistently by all group entities and to all periods presented in these interim condensed consolidated financial statements, unless otherwise indicated.
a) Basis of Consolidation
i. Subsidiaries
Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as ability to offset these returns through the power to direct the relevant activities of the entity. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a company's share capital. The financial statements of subsidiaries are included in the consolidated financial statements of the Company from the date that control commences until the date that control ceases. Consolidation accounting is applied for all of the Company's wholly-owned subsidiaries (see note 4).
ii. Transactions eliminated on consolidation
Inter-company balances, transactions, and any unrealized income and expenses, are eliminated in preparing the consolidated financial statements.
Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Company's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
b) Use of Estimates and Judgments
The preparation of these interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates
c) New Accounting Standards Not yet Adopted
IAS 1 - Presentation of Financial Statements
On January 1, 2024, the Company adopted amendments to IAS 1 Presentation of Financial Statements which clarify that the classification of liabilities as current or noncurrent depends on the rights existing at the end of the reporting period as opposed to the expectations of exercising the right for settlement of the liability. The amendments further clarify that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendments did not have an impact on the Company's interim condensed consolidated financial statements and the comparative period on the date of the adoption.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
In April 2024, the IASB published a new standard IFRS 18 "Presentation and Disclosures in Financial Statements". The new standard is the result of the so called primary financial statements project, aims at improving how entities communicate in their financial statements and will be effective for annual periods beginning on or after January 1, 2027. The effects of the adoption of IFRS 18 on the Company's financial statements have not yet been determined.
In May 2024, the IASB issued "Amendment to the Classification and Measurement of Finance Instruments (Amendments to IFRS 9 and IFRS 7)" to address matters identified during post-implementation review of the classification and measurements of IFRS 9 Financial Instruments. The amendments are effective from reporting periods beginning on or after January 1, 2026. The Company does not expect the adoption of this amendment to have a material impact on its financial statements.
4. Subsidiaries
The following table lists the Company's direct and indirect subsidiaries:
Name of Subsidiary | Place of Incorporation |
Proportion of Ownership Interest |
Direct/Indirect | Principal Activity |
Loncor Resources Congo SARL | Democratic Republic of the Congo | 90% | Direct | Mineral Exploration |
Devon Resources SARL | Democratic Republic of the Congo | 90% | Indirect | Mineral Exploration |
Navarro Resources SARL | Democratic Republic of the Congo | 90% | Indirect | Mineral Exploration |
Adumbi Mining S.A. | Democratic Republic of the Congo | 84.67% | Direct | Mineral Exploration |
KGL Isiro Atlantic Ltd | British Virgin Islands | 100% | Direct | Mineral Exploration |
Isiro (Jersey) Limited | Jersey | 100% | Indirect | Mineral Exploration |
KGL Isiro SARL | Democratic Republic of the Congo | 100% | Indirect | Mineral Exploration |
5. Advances receivable and prepaid expenses
March 31, 2025 | December 31, 2024 | |||||
Supplier prepayments and deposits | 248,335 | 321,158 | ||||
Accounts receivable | 26,151 | 510,502 | ||||
Loan to KGL and accrued interest | 69,530 | 69,530 | ||||
Other receivables and employee advances | 276,346 | 290,220 | ||||
Harmonized Sales Tax receivable | 22,606 | 22,134 | ||||
Allowance for bad debt | (69,530 | ) | (69,530 | ) | ||
$ | 573,438 | $ | 1,144,014 |
In connection with the September 2019 acquisition of Loncor Kilo Inc. (see Note 1), the Company provided to KGL Resources Ltd. an unsecured loan in the principal amount of $49,146 (Cdn$65,000) bearing interest of 8% per annum and repayable on demand. As at March 31, 2025, the interest accrued on the loan was $20,384 (December 31, 2024 - $20,384). As at March 31, 2025 an allowance for doubtful accounts of $69,530 was recorded (December 31, 2024 - $69,530), as a result of uncertainties surrounding the recoverability of this loan.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
Other receivables include advances to a third party for an amount of $264,852, backed by a general security agreement. Other receivables and employee advances of $11,494 are non-interest bearing, unsecured and due on demand (December 31, 2024 - $19,536).
As at March 31, 2025 the Company had $22,606 (December 31, 2024 - $22,134) of Harmonized Sales Tax receivable.
6. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation, and are not disclosed in this note.
a) Key Management Remuneration
Key management includes directors (executive and non-executive), the Executive Chairman of the Board, the Chief Executive Officer ("CEO"), the Chief Financial Officer, and the senior executives reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three months ended March 31, 2025 and March 31, 2024:
For the three months ended | ||||||
March 31, 2025 | March 31, 2024 | |||||
Salaries and bonus | $ | 217,550 | $ | 220,337 | ||
Compensation expense and share-based payments | $ | 217,283 | $ | 5,560 | ||
$ | 434,833 | $ | 225,897 |
b) Other Related Party Transactions
As at March 31, 2025, an amount of $71,413 relating to advances provided by the Company was due from Arnold Kondrat ("Mr. Kondrat"), the Executive Chairman and a director of the Company (December 31, 2024 - $18,774 due from Arnold Kondrat). Total amount paid to Mr. Kondrat for the three months ended March 31, 2025 was $62,500 (three months ended March 2024 - $62,500).
As at March 31, 2025, an amount of $364,243 was due from Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2024 - $345,462). As a result of liquidity risks associated with the activities of Gentor as at December 31, 2024, the Company determined that a provision was warranted and therefore an allowance for doubtful accounts was recorded in the consolidated statements of loss and comprehensive loss for the full amount of $345,462.The driving factors in the determination of the liquidity risks included the fact that Gentor is currently evaluating new business opportunities; does not generate revenues from its operations; has accumulated losses and relies on equity financing to fund its operations.
As at March 31, 2025, an amount of $364,160 was due from KGL Resources Ltd. (a company with a common officer and a common director) related to common expenses (December 31, 2024 - $363,663). The Company assessed that KGL Resources Ltd. is currently looking for suitable assets to merge with or acquire; has not generated revenues from operations and has as of December 31, 2024, a working capital deficiency and a significant accumulated deficit. All these factors increase the risk of recoverability of the amount owed to Loncor. As a result, an allowance for doubtful accounts for an amount of $363,663 was recorded in the Company's consolidated statements of loss and comprehensive loss for the year ended December 31, 2024. During the period ended March 31, 2025, the Company entered into a debt settlement agreement with KGL Resources Ltd., pursuant to which the amount of the indebtedness of $363,663 would be settled by way of the issuance to Loncor of common shares of KGL Resources Ltd.
The amounts included in due from related party are unsecured, non-interest bearing and are payable on demand.
7. Property, Plant and Equipment
The Company's property, plant and equipment are summarized as follows:
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
Furniture & fixtures |
Office & Communication equipment |
Vehicles | Land and Building |
Field camps and equipment |
Right-of-use asset |
Leasehold improvements |
Total | |||||||||||||||||
$ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Cost | ||||||||||||||||||||||||
Balance at January 1, 2024 | 151,786 | 32,318 | 11,708 | 374,567 | 1,037,342 | 246,809 | 84,906 | 1,939,436 | ||||||||||||||||
Additions | - | - | 35,000 | - | - | - | - | 35,000 | ||||||||||||||||
Disposals | - | - | (217,617 | ) | - | - | - | (217,617 | ) | |||||||||||||||
Balance at December 31, 2024 | 151,786 | 32,318 | 46,708 | 156,950 | 1,037,342 | 246,809 | 84,906 | 1,756,819 | ||||||||||||||||
Additions | - | 4,484 | - | - | 234,625 | - | 239,109 | |||||||||||||||||
Disposals | - | - | - | - | - | - | ||||||||||||||||||
Balance at March 31, 2025 | 151,786 | 36,801 | 46,708 | 156,950 | 1,037,342 | 481,434 | 84,906 | 1,995,928 | ||||||||||||||||
Accumulated Depreciation | ||||||||||||||||||||||||
Balance at January 1, 2024 | 151,786 | 31,055 | 11,708 | 58,291 | 311,220 | 68,558 | 84,906 | 717,524 | ||||||||||||||||
Additions | - | 724 | 4,374 | 11,007 | 48,197 | 82,270 | - | 146,572 | ||||||||||||||||
Disposals | - | - | - | (56,707 | ) | - | - | - | (56,707 | ) | ||||||||||||||
Balance at December 31, 2024 | 151,786 | 31,779 | 16,082 | 12,591 | 359,417 | 150,828 | 84,906 | 807,389 | ||||||||||||||||
Additions | - | 461 | 2,187 | 1,260 | 12,050 | 20,567 | - | 36,525 | ||||||||||||||||
Disposals | - | - | - | - | - | - | - | |||||||||||||||||
Balance at March 31, 2025 | 151,786 | 32,239 | 18,269 | 13,851 | 371,467 | 171,395 | 84,906 | 843,914 | ||||||||||||||||
Book Value | ||||||||||||||||||||||||
Balance at January 1, 2024 | - | 1,263 | - | 316,276 | 726,122 | 178,251 | - | 1,221,912 | ||||||||||||||||
Balance at December 31, 2024 | - | 539 | 30,626 | 144,359 | 677,925 | 95,981 | - | 949,430 | ||||||||||||||||
Balance at March 31, 2025 | - | 4,562 | 28,439 | 143,099 | 665,875 | 310,039 | - | 1,152,014 |
During the three months ended March 31, 2025, depreciation in the amount of $16,296 (three months ended March 31, 2024 - $15,674) was capitalized to exploration and evaluation assets.
8. Exploration and Evaluation Assets
Imbo | |||
Cost | |||
Balance as at January 1, 2024 | $ | 11,562,701 | |
Additions | 4,713,402 | ||
Incidental revenues (Note 8e) | (344,959 | ) | |
Balance as at December 31, 2024 | $ | 15,931,144 | |
Additions | 1,488,183 | ||
Balance as at March 31, 2025 | $ | 17,419,327 |
The Company's exploration and evaluation assets are subject to renewal of the underlying permits and rights and government royalties.
a. Adumbi
The Adumbi properties consist of one (1) mining license valid until 2039 and cover an area of 122 square kilometers within the Ngayu Archaean Greenstone Belt in the Ituri and Haut Uele provinces in north eastern Congo. The mining license (Exploitation permit) is registered in the name of Adumbi, a company incorporated under the laws of the Congo in which the Company holds an 84.67% interest and the minority partners hold 15.33% (including 10% free carried interest owned by the government of the Congo). See Note 4.
Under an agreement signed in April 2010 with the minority partners of Adumbi, the Company finances all activities of Adumbi, until the filing of a bankable feasibility study, by way of loans which bear interest at the rate of 5% per annum. Within thirty days of the receipt of a bankable feasibility study, the minority partners may collectively elect to exchange their equity participation for either a 2% net smelter royalty, or a 1% net smelter royalty plus an amount equal to 2 Euros per ounce of proven mineral reserves.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
The Company had a leasing agreement with Ding Sheng Services S.A.R.L. ("Ding Sheng") that permited Ding Sheng to mine the non-strategic alluvial potential to the south of Adumbi, with a focus on the gravels bordering the Imbo River. As consideration for the award of the lease, Loncor was entitled to a $250,000 non-refundable fee and a further 25% of future revenues generated by Ding Sheng. In 2022, an amount of $750,000 was received which included the $250,000 non-refundable fee and an advance of $500,000 to be applied against future revenues from Ding Sheng. During the three months ended March 31, 2025, under the lease agreement, Loncor's attributable revenues from production were $nil (three months ended March 31, 2024 - $176,526). During the year ended December 31, 2024 the leasing agreement with Ding Sheng was terminated.
b. Isiro
The Isiro properties consist of seven (7) exploration permits registered in the name of KGL-Isiro SARL and covering an area of 1,271 square kilometers in the province of Haut Uele, in north eastern Congo. The Company owns 100% of the common shares of Kilo Isiro Atlantic Ltd. Kilo Isiro Atlantic Ltd owns 100% of the shares of Isiro (Jersey) Limited, which in turn owns 100% of the shares in KGL-Isiro SARL (a company registered in the Congo).
The KGL Isiro SARL permits were put under force majeure with effect from February 14, 2014 pending resolution of a court action involving these properties and their expiry is extended by the period of force majeure.
9. Segmented Reporting
The Company has one operating segment: the acquisition, exploration and development of precious metal projects located in the Congo. The operations of the Company are located in two geographic locations, Canada and the Congo. Geographic segmentation of non-current assets is as follows:
March 31, 2025 | ||||||
Property, plant and equipment |
Exploration and evaluation |
|||||
Congo | $ | 840,082 | $ | 17,419,327 | ||
Canada | $ | 77,307 | - | |||
$ | 917,389 | $ | 17,419,327 | |||
December 31, 2024 | ||||||
Property, plant and equipment |
Exploration and evaluation |
|||||
Congo | $ | 852,907 | $ | 15,931,144 | ||
Canada | $ | 96,523 | - | |||
$ | 949,430 | $ | 15,931,144 |
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
10. Accounts Payable
The following table summarizes the Company's accounts payable:
March 31, 2025 | December 31, 2024 | |||||
Exploration and evaluation expenditures | $ | 777,897 | $ | 610,589 | ||
Non-exploration and evaluation expenditures | $ | 208,233 | $ | 155,068 | ||
Total Accounts Payable | $ | 986,130 | $ | 765,657 |
11. Loans
In August 2022, the Company received a loan from Equity Banque Commerciale du Congo SA in the amount of $300,000 repayable on demand. As at March 31, 2025, the balance of the principal amount of $nil (year ended December 31, 2024 - $119,958) was due to the bank. The loan is unsecured and bears interest at a rate of 18% per annum. During the three months ended March 31, 2025, interest of $nil was accrued on the loan and was capitalized to exploration and evaluation assets (three months ended March 31, 2024 - $5,442).
12. Share Capital
a) Authorized
The authorized share capital of the Company consists of unlimited number of common shares and unlimited number of preference shares, issuable in series, with no par value. All shares issued are fully paid.
The holders of common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Subject to the prior rights of the holders of the preference shares or any other share ranking senior to the common shares, the holders of the common shares are entitled to (a) receive any dividend as and when declared by the board of directors, out of the assets of the Company properly applicable to payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of the Company in the event of any liquidation, dissolution or winding up of the Company.
The Company may issue preference shares at any time and from time to time in one or more series with designations, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series are ranked on parity with the preference shares of every series and are entitled to priority over the common shares and any other shares of the Company ranking junior to the preference shares, with respect to priority in payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company.
b) Issued share capital
The following table summarizes the Company's issued common shares:
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
Number of shares | Amount $ | |||||
Balance - January 1, 2024 | 153,144,174 | 100,184,783 | ||||
January 26, 2024 | 150,000 | 17,844 | ||||
February 12, 2024 | 250,000 | 29,740 | ||||
March 11, 2024 | 150,000 | 15,565 | ||||
March 13, 2024 | 125,000 | 12,990 | ||||
contributed surplus portion | 47,077 | |||||
May 1, 2024 | 250,000 | 32,706 | ||||
June 20, 2024 | 125,000 | 16,425 | ||||
June 24, 2024 | 345,000 | 45,450 | ||||
June 28, 2024 | 75,000 | 9,862 | ||||
value of warrants issued | (83,836 | ) | ||||
contributed surplus portion | 60,636 | |||||
Balance - December 31, 2024 | 154,614,174 | 100,389,242 | ||||
Balance - March 31, 2025 | 154,614,174 | 100,389,242 |
During the year ended December 31, 2024, stock options to purchase 1,470,000 common shares of the Company were exercised for gross proceeds of $180,583 (Cdn$245,600) and stock options to purchase 2,570,000 common shares of the Company expired unexercised.
As of March 31, 2025, the Company had issued and outstanding 154,614,174 common shares (December 31, 2024 - 154,614,174).
c) Common share purchase warrants
The following table summarizes the Company's common share purchase warrants outstanding as at March 31, 2025:
Date of Grant |
Opening Balance |
Granted during period |
Cancelled | Exercised | Expired | Closing Balance |
Exercise Price (Cdn $) |
Exercise period (months) |
Expiry Date | Remaining contractual life (months) |
||||||||||||||||||||
2022-06-08 | 350,000 | - | - | - | - | 350,000 | $ | 0.75 | 36 | 2025-06-10 | 2 | |||||||||||||||||||
2022-06-10 | 3,025,000 | - | - | - | - | 3,025,000 | $ | 0.75 | 36 | 2025-06-10 | 2 | |||||||||||||||||||
2023-04-04 | 400,000 | - | - | - | - | 400,000 | $ | 0.60 | 24 | 2025-04-04 | 0 | |||||||||||||||||||
2023-04-05 | 1,535,000 | - | - | - | - | 1,535,000 | $ | 0.60 | 24 | 2025-04-05 | 0 | |||||||||||||||||||
2023-04-14 | 95,000 | - | - | - | - | 95,000 | $ | 0.60 | 24 | 2025-04-14 | 0 | |||||||||||||||||||
2023-05-05 | 3,370,000 | - | - | - | - | 3,370,000 | $ | 0.60 | 24 | 2025-05-05 | 1 | |||||||||||||||||||
8,775,000 | - | - | - | - | 8,775,000 |
As at March 31, 2025, the Company had 8,775,00 outstanding common share purchase warrants (December 31, 2024 - 8,775,000). During the period ended March 31, 2024, 2,873,540 warrants expired unexercised.
During the year ended December 31, 2024, the Company extended for a twelve-month period 3,375,000 common share purchase warrants which were issued by the Company as part of a private placement of securities completed by the Company in June 2022. The black scholes value for the warrant extension was $83,837.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
The value of the warrants was calculated using the Black-Scholes model and the assumptions at grant date and period end date were as follows:
(i) Risk-free interest rate: 01.45% - 3.70%, which is based on the Bank of Canada benchmark bonds yield 2 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the warrants
(ii) Expected volatility: 55.23% - 75.03%, which is based on the Company's historical stock prices
(iii) Expected life: 2- year
(iv) Expected dividends: $Nil
d) Loss per share
Basic and diluted loss per share was calculated on the basis of the weighted average number of common shares outstanding for the three months ended March 31, 2025 amounting to 154,614,174 (three months ended March 31, 2024 - 153,440,877) common shares. Stock options and warrants were considered anti-dilutive and therefore were excluded from the calculation of diluted loss per share.
13. Share-Based Payments
The Company has an incentive Stock Option Plan under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or consultants of the Company or any of its subsidiaries. No amounts are paid or payable by the recipient on receipt of the option, and the exercise of the options granted is not dependent on any performance-based criteria. In accordance with these programs, options are exercisable at a price not less than the last closing price of the shares at the grant date.
Under this Stock Option Plan, unless otherwise determined by the board at the time of the granting of the options, 25% of the options granted vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the grant date. As per the determination of the board, (a) the stock options granted on January 14, 2020, March 15, 2021, September 3, 2021, September 29, 2021, March 14, 2022, June 14, 2022, May 29, 2023, July 7, 2023, August 26, 2024, December 9, 2024, December 11, 2024 and certain stock options granted on September 15, 2020 and February 8, 2024 fully vested on the 4 month anniversary of the grant date, (b) 50% of the stock granted on April 15, 2022 vested on the grant date and the remaining 50% of such stock options vested on the 5 month anniversary of the grant date, (c) 50,000 of the stock options granted on February 8, 2024 vested on the 6 month anniversary date and another 50,000 of the stock options granted on February 8, 2024 vested on the 12 month anniversary of the grant date, (d) certain stock options granted on September 15, 2020 and all of the stock options granted October 1, 2021 and on November 20, 2024 vested on the grant date, (e) the stock options granted on May 1, 2024, August 23, 2024 and November 22, 2024 fully vest on the 6 month anniversary of the grant date, and (f) 25% of the stock options granted on April 4, 2024 vested on the grant date and 25% of such stock options vest on each of August 1, 2024, December 1, 2024 and April 1, 2025.
The following tables summarize information about stock options:
For the year ended December 31, 2024 | |||||||||||||||||||||||||||
Exercise Price Range (Cdn$) |
Opening Balance |
During the year | Closing Balance |
Weighted average remaining contractual life (years) |
Vested & Exercisable |
Unvested | |||||||||||||||||||||
Granted | Exercised | Forfeiture | Expired | ||||||||||||||||||||||||
0-0.70 | 11,356,000 | 7,340,000 | (1,470,000 | ) | - | (2,570,000 | ) | 14,656,000 | 2.89 | 11,291,000 | 3,365,000 | ||||||||||||||||
Weighted Average Exercise Price (Cdn$) | 0.58 | 0.42 | 0.17 | 0.36 | 0.62 | 0.56 | 0.40 | ||||||||||||||||||||
For the period ended March 31, 2025 | |||||||||||||||||||||||||||
Exercise Price Range (Cdn$) |
Opening Balance |
During the year | Closing Balance |
Weighted average remaining contractual life (years) |
Vested & Exercisable |
Unvested | |||||||||||||||||||||
Granted | Exercised | Forfeiture | Expired | ||||||||||||||||||||||||
0-0.70 | 14,656,000 | - | - | - | (20,000 | ) | 14,636,000 | 2.65 | 12,458,500 | 2,177,500 | |||||||||||||||||
Weighted Average Exercise Price (Cdn$) | 0.62 | 0.40 | 0.62 | 0.54 | 0.48 |
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
During the three months ended March 31, 2025, the Company recognized in the statement of loss and comprehensive loss as share-based payments expense $226,564 (three months ended March 31, 2024 - $60,996) representing the vesting of the fair value at the date of grant of stock options previously granted to employees, directors and officers under the Company's Stock Option Plan.
During the three months ended March 31, 2025, the Company recognized $25,428 representing the vesting of fair value at the date of grant of stock options previously granted to consultants, which was recorded under consulting, management and professional fees in the consolidated statements of loss and comprehensive loss (three months ended March 31, 2024 - $7,502). In addition, an amount of $26,790 for the three months ended March 31, 2025 (three months ended March 31, 2024 - $7,948) related to stock options issued to employees of the Company's subsidiary in the Congo was capitalized to exploration and evaluation asset.
The value of the options was calculated using the Black-Scholes model and the assumptions at grant date and period end date were as follows:
(i) Risk-free interest rate: 0.26% - 4.45%, which is based on the Bank of Canada benchmark bonds yield 2 to 3 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options
(ii) Expected volatility: 55.18% - 101.24%, which is based on the Company's historical stock prices
(iii) Expected life: 0.5 - 5 years
(iv) Expected dividends: $Nil
14. Lease obligations
The Company has a lease agreement for the head office location in Toronto, Canada with a monthly basic rent obligation of approximately $4,079 (Cdn $5,525) starting March 1, 2023 for a 3 year term.
On March 1, 2023, the Company recognized a right-of-use asset and a lease liability of $246,809 (Cdn $335,068) for its office lease agreement. The right-of-use asset is being amortized on a straight-line basis over the lease term. The lease payments are discounted using an interest rate of 5.89%, which is the Company's incremental borrowing rate. In March 2025, the Company extended the lease for an additional 3 year term, which was discounted using an interest rate of 4.98%. As at March 31, 2025, the undiscounted cash flows for this office lease agreement to February 28, 2029, were $315,085.
Changes in the lease obligation for the three months ended March 31, 2025 and year ended December 31, 2024 were as follows:
March 31, 2025 | December 31, 2024 | |||||
Balance - beginning of the period | $ | 101,505 | $ | 182,672 | ||
Liability settled | $ | (22,540 | ) | $ | (90,156 | ) |
Interest expense | $ | 1,495 | $ | 8,988 | ||
$ | 234,625 | $ | - | |||
Balance - end of the period | $ | 315,085 | $ | 101,505 | ||
Current portion | $ | 80,460 | $ | 83,575 | ||
Long-term portion | $ | 234,625 | $ | 17,930 | ||
Total lease obligation | $ | 315,085 | $ | 101,505 |
The Company has an exploration office lease in Congo, which can be cancelled with three months notices in advance without any penalty. For the three months ended March 31, 2025, the lease expense in the amount of $5,100 (three months ended March 31, 2024 - $5,100) in relation to the Congo office, was capitalized to exploration and evaluation assets.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
15. Financial risk management objectives and policies
a) Fair value of financial assets and liabilities
The consolidated statements of financial position carrying amounts for cash and cash equivalents, advances receivable and prepaid expenses, amounts due to/from related parties, accounts payable, accrued liabilities and the employee retention allowance approximate fair value due to their short-term nature.
Fair value hierarchy
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices);
Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
There were no transfers between Level 1, 2 and 3 during the reporting period. Cash and cash equivalents are ranked Level 1 as the market value is readily observable. The carrying value of cash and cash equivalents approximates fair value, as maturities are less than three months.
b) Risk Management Policies
The Company is sensitive to changes in commodity prices and foreign-exchange. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it does not generally enter into such arrangements.
c) Foreign Currency Risk
Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company's operations and financial results. A portion of the Company's transactions are denominated in Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities. Significant foreign exchange gains or losses are reflected as a separate item in the consolidated statement of loss and comprehensive loss. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.
The following table indicates the impact of foreign currency exchange risk on net working capital as at March 31, 2025 and December 31, 2024. The table below provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar which would have increased (decreased) the Company's net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had the equal but opposite effect as at March 31, 2025 and December 2024.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
March 31, 2025 | December 31, 2024 | |||||
Canadian dollar | Canadian dollar | |||||
Cash and cash equivalents | (6,739 | ) | 41,121 | |||
Advances receivable and prepaids | 534,918 | 417,142 | ||||
Accounts payable and accrued liabilities | (505,317 | ) | (480,171 | ) | ||
Due from related parties | 102,664 | 27,012 | ||||
Employee retention allowance | (234,471 | ) | (234,471 | ) | ||
Total foreign currency financial assets and liabilities | (108,945 | ) | (229,367 | ) | ||
Foreign exchange closing rate | 0.6956 | 0.6950 | ||||
Total foreign currency financial assets and liabilities in US $ | (75,782 | ) | (159,410 | ) | ||
Impact of a 10% strengthening of the US $ on net loss | (7,578 | ) | (15,941 | ) |
d) Credit Risk
Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents and advances receivable and prepaid expenses. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand. It is therefore the Company's opinion that such credit risk is subject to normal industry risks and is considered minimal. The credit risk of advances receivable and prepaid expenses is, in management opinion, normal given ongoing relationships with those debtors.
The Company limits its exposure to credit risk on any investments by investing only in securities rated R1 (the highest rating) by credit rating agencies such as the DBRS (Dominion Bond Rating Service). Management continuously monitors the fair value of any investments to determine potential credit exposures. Short-term excess cash is invested in R1 rated investments including money market funds and other highly rated short-term investment instruments. Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations.
The carrying amount of financial assets represents the maximum credit exposure. The Company's gross credit exposure at March 31, 2025 and December 31, 2024 was as follows:
March 31, 2025 |
December 31, 2024 |
|||||
Cash and cash equivalents | $ | 141,804 | $ | 1,498,698 | ||
Advances receivable and prepaid expenses | $ | 573,438 | $ | 1,144,014 | ||
$ | 715,242 | $ | 2,642,712 |
e) Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company's liquidity requirements are met through a variety of sources, including cash and cash equivalents and equity capital markets. All financial obligations of the Company including accounts payable of $986,130, accrued liabilities of $199,558, employee retention allowance of $163,098, and lease obligation of $80,460 are due within one year.
f) Mineral Property Risk
The Company's operations in the Congo are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Company's activities or may result in impairment in or loss of part or all of the Company's assets.
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
g) Capital Management
The Company manages its common shares, warrants and stock options as capital. The Company's policy is to maintain sufficient capital base in order to meet its short term obligations and at the same time preserve investors' confidence required to sustain future development of the business.
March 31, 2025 |
December 31, 2024 |
|||||
Share capital | $ | 100,389,242 | $ | 100,389,242 | ||
Reserves | $ | 13,428,442 | $ | 13,149,658 | ||
Deficit | $ | (96,104,281 | ) | $ | (95,288,125 | ) |
$ | 17,713,403 | $ | 18,250,775 |
The Company's capital management objectives, policies and processes have remained unchanged during the three months ended March 31, 2025 and the year ended December 31, 2024.
The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the Toronto Stock Exchange ("TSX") which requires adequate working capital or financial resources such that, in the opinion of TSX, the listed issuer will be able to continue as a going concern. TSX will consider, among other things, the listed issuer's ability to meet its obligations as they come due, as well as its working capital position, quick asset position, total assets, capitalization, cash flow and earnings as well as accountants' or auditors' disclosures in the consolidated financial statements regarding the listed issuer's ability to continue as a going concern.
16. Supplemental cash flow information
During the periods indicated the Company undertook the following significant non-cash transactions:
For the three months ended | |||||||
Note | March 31, 2025 | March 31, 2025 | |||||
Depreciation included in exploration and evaluation assets | 8 | $ | 15,674 | $ | 16,293 | ||
Fees paid by common shares, stock options or warrants | 13 | $ | 25,428 | $ | 7,502 |
17. Employee retention allowance
The following table summarizes information about changes to the Company's employee retention provision during the three months ended March 31, 2025.
$ | |||
Balance at January 1, 2024 | 177,284 | ||
Foreign exchange adjustment | (14,327 | ) | |
Balance at December 31, 2024 | 162,957 | ||
Foreign exchange adjustment | 141 | ||
Balance at March 31, 2025 | 163,098 |
Loncor Gold Inc. |
Notes to the Interim Condensed Consolidated Financial Statements |
For the three months ended March 31, 2025 |
(Expressed in U.S. dollars, except for per share amounts - unaudited) |
18. Subsequent Events
Subsequent to March 31, 2025, outstanding warrants to purchase a total of 3,225,000 common shares of the Company were exercised for aggregate gross proceeds of Cdn$1,935,000. These funds are being used by the Company to continue the exploration and advancement of the Company's Imbo Project and for general corporate purposes.
In May 2025, the Company announced a brokered private placement (the "Financing") of up to 14,545,455 units of the Company (the "Units") at a price of Cdn$0.55 per Unit (the "Offering Price") for gross proceeds of up to Cdn$8,000,000. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each whole Warrant shall entitle the holder to purchase one common share of the Company at an exercise price of Cdn$0.80 for a period of 36 months following the closing date of the Financing. Red Cloud Securities Inc. (the "Agent") is acting as sole agent and bookrunner under the Financing. The Agent will have an option, exercisable in full or in part, up to 48 hours prior to the closing date of the Financing, to sell up to an additional 2,545,455 Units at the Offering Price for up to an additional Cdn$1,400,000 in gross proceeds. The Financing is scheduled to close on May 23, 205, or such other date as the Company and the Agent may agree.