Interim Condensed Consolidated Financial Statements

June 30, 2025

 

(Expressed in U.S. dollars)
(unaudited)

 


 

 

 

 

 

 NOTICE TO READER

These interim condensed consolidated financial statements of Loncor Gold Inc. as at and for the three and six months ended June 30, 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

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  
   
Interim Condensed Consolidated Statements of Financial Position 4
   
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss  5
   
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity 6
   
Interim Condensed Consolidated Statements of Cash Flows 7
   
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS  
     
1. Corporate Information 8
     
2. Basis of Preparation 8
     
3. Summary of Significant Accounting Policies 9
     
4. Subsidiaries 10
     
5. Advances receivable and prepaid expenses 10
     
6. Investments 11
     
7. Related party transactions  11
     
8. Property, Plant and Equipment 11
     
9. Exploration and Evaluation Assets  12
     
10. Segmented Reporting 13
     
11. Accounts Payable  14
     
12. Loans 14
     
13. Share Capital 14
     
14. Share-Based Payments 16
     
15. Lease obligations 17
     
16. Financial risk management objectives and policies 18
     
17. Supplemental cash flow information  20
     
18. Employee retention allowance  21
     
19. Subsequent Event 21


Loncor Gold Inc.
Interim Condensed Consolidated Statements of Financial Position
(Expressed in U.S. dollars - unaudited)

 

  Notes   June 30, 2025     December 31, 2024  
      $     $  
Assets              
Current Assets              
Cash and cash equivalents     4,590,507     1,498,698  
Advances receivable and prepaid expenses 5   783,121     1,144,014  
Investments 6   454,460     -  
Due from related parties 7   61,044     18,774  
Total Current Assets     5,889,132     2,661,486  
               
Non-Current Assets              
Property, plant and equipment 8   1,282,498     949,430  
Exploration and evaluation assets 9   19,265,460     15,931,144  
Total Non-Current Assets     20,547,958     16,880,574  
               
Total Assets     26,437,090     19,542,060  
               
Liabilities and Shareholders' Equity              
Current Liabilities              
Accounts payable 11   785,649     765,657  
Accrued liabilities     240,110     261,166  
Employee retention allowance 18   171,867     162,957  
Lease obligation 15   76,309     83,575  
Current Liabilities     1,273,935     1,273,355  
               
Non-Current Liabilities              
Lease obligation 15   217,423     17,930  
Total Liabilities     1,491,358     1,291,285  
               
Shareholders' Equity              
Share capital 13   106,750,095     100,389,242  
Reserves     15,014,365     13,149,658  
Minority interest     (260,490 )   -  
Deficit     (96,558,238 )   (95,288,125 )
Total Shareholders' Equity     24,945,732     18,250,775  
Total Liabilities and Shareholders' Equity     26,437,090     19,542,060  
               
Common shares              
Authorized     Unlimited     Unlimited  
Issued and outstanding 13b   175,445,084     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     For the six months ended  
  Notes   June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
      $     $     $     $  
Expenses                          
Consulting, management and professional fees     364,377     256,978     557,636     411,931  
Employee benefits     262,916     229,625     474,611     456,443  
Office and sundry     42,595     204,312     83,475     253,602  
Share-based payments 14   32,573     60,123     259,137     121,119  
Travel and promotion     99,541     76,918     212,316     133,119  
Depreciation 8, 15   20,850     20,749     41,701     41,497  
Interest and bank expenses     3,378     1,201     6,611     3,681  
Interest on lease obligation 15   1,185     2,398     2,679     5,087  
Foreign exchange loss     70,209     13,677     75,614     22,416  
Allowance for doubtful accounts     (436,980 )   -     (436,980 )   -  
Loss before other items     (460,644 )   (865,981 )   (1,276,800 )   (1,448,895 )
Interest and other income     6,687     894     6,687     9,280  
Loss and comprehensive loss for the period     (453,957 )   (865,087 )   (1,270,113 )   (1,439,615 )
                           
Loss per share, basic and diluted 13d   (0.00 )   (0.01 )   (0.01 )   (0.01 )
                           
Weighted average number of shares - basic and diluted 13d   161,611,330     154,022,965     159,840,525     153,731,921  

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     Amount     Reserves     Minority     Deficit     Total shareholders'  
    shares     Interest         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   -     -     -     -     (1,439,615 )   (1,439,615 )
Option exercise (Note 13b)   1,470,000     288,296     (107,713 )   -     -     180,583  
Issuance costs (Note 13b)   -     (83,837 )   83,837     -     -     -  
Share-based payments (Note 14)   -     -     163,549     -     -     163,549  
Balance at June 30, 2024   154,614,174   $ 100,389,242   $ 12,651,334         $ (92,568,543 ) $ 20,472,033  
                                     
Loss for the period   -     -     -     -     (2,719,582 )   (2,719,582 )
Share-based payments (Note 14)   -     -     498,324     -     -     498,324  
Balance at December 31, 2024   154,614,174   $ 100,389,242   $ 13,149,658         $ (95,288,125 ) $ 18,250,775  
                                     
Loss for the period   -     -     -     -     (1,270,113 )   (1,270,113 )
Minority interest   -     -     -     (260,490 )   -     (260,490 )
Common shares issued with warrants (Note 13b)   17,090,910     5,010,634     1,879,566     -     -     6,890,200  
Warrants excercised (Note 13b)   3,740,000     1,896,754     (195,277 )   -     -     1,701,478  
Issuance costs (Note 13b)   -     (546,535 )   (163,770 )   -     -     (710,305 )
Share-based payments (Note 14)   -     -     344,187     -     -     344,187  
Balance at June 30, 2025   175,445,084   $ 106,750,095   $ 15,014,365   $ (260,490 ) $ (96,558,238 ) $ 24,945,732  

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 For the six months ended
  Notes June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
    $ $ $ $
Cash flows from operating activities          
Loss for the period   (453,957) (865,087) (1,270,113) (1,439,615)
Adjustments to reconcile loss to net cash used in operating activities   -      
Depreciation   20,850 20,749 41,701 41,497
Share-based payments 14 65,401 87,103 344,185 163,549
Interest on lease obligation 15 1,184 2,397 2,679 5,087
Changes in non-cash working capital          
Advances receivable and prepaid expenses   (208,616) (125,657) (138,040) (246,301)
Due to/from related parties   29,647 (45,283) (42,270) (84,939)
Employee retention allowance 18 8,769 (1,735) 8,910 (5,979)
Accounts payable   (223,697) 70,888 (3,224) 274,089
Accrued liabilities   (209,425) 8,713 (271,034) (72,066)
Net cash used in operating activities   (969,844) (847,912) (1,327,206) (1,364,678)
           
Cash flows from investing activities          
Funds received from leasing agreement 9a - 121,968 - 298,494
Funds received from asset held for sale   - 2,500,000 500,000 2,500,000
Investment in KGL   (442,824) - (442,824) -
Acquisition of property, plant and equipment   (165,784) - (170,267) -
Expenditures on exploration and evaluation assets 9 (1,831,679) (1,177,913) (3,304,188) (1,444,453)
Net cash (used) generated by investing activities   (2,440,287) 1,444,055 (3,417,279) 1,354,041
           
Cash flows from financing activities          
Proceeds from share issuances, net of issuance costs   7,881,372 104,444 7,881,372 180,583
Loans (repaid) received 12 - - - (30,244)
Principal repayment of lease obligation 15 (22,538) (22,538) (45,078) (45,077)
Net cash (used) generated by financing activities   7,858,834 81,906 7,836,294 105,262
           
Net decrease in cash and cash equivalents during the period   4,448,703 678,049 3,091,809 94,625
Cash and cash equivalents, beginning of the period   141,804 56,256 1,498,698 639,680
Cash and cash equivalents, end of the period   4,590,507 734,305 4,590,507 734,305

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 and six months ended June 30, 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 and six months ended June 30, 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 and in Canada, KGL Resources Ltd. ("KGL"), Loncor Resources Congo SARL owns 100% of the common shares of Devon Resources SARL and 100% of Navarro Resources SARL.

In June 2025, Loncor Gold Inc. acquired 60.23% of the outstanding common shares of KGL in a debt settlement transaction. KGL is a publicly listed company incorporated pursuant to the provisions of the Business Corporation Act (Ontario) whose common shares are listed on the NEX Board of the TSX Venture Exchange (NEX: KGL-H).

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. These interim condensed consolidated financial statements also include the accounts of Adumbi, Kilo Isiro Atlantic Ltd, Isiro (Jersey) Limited and KGL Isiro SARL.             

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 and six month period ended June 30, 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 $453,957 and $1,270,113 for the respective three and six months ended June 30, 2025 (three and six months ended June 30, 2024 - $865,087 and $1,439,615 respectively) and as at June 30, 2025 had working capital of $4,615,197 (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.


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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.

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 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


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

c) New Accounting Standards Not yet Adopted

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
KGL Resources Ltd. Ontario,Canada 60% Direct Holding
Company

5. Advances receivable and prepaid expenses 

    June 30, 2025   December 31, 2024  
Supplier prepayments and deposits   418,234     321,158  
Accounts receivable   26,302     510,502  
Loan to KGL and accrued interest   -     69,530  
Other receivables and employee advances   292,479     290,220  
Harmonized Sales Tax receivable   46,106     22,134  
Allowance for bad debt   -     (69,530 )
  $ 783,121   $ 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 June 30, 2025, the loan was settled with shares issued (see Note 6). The interest accrued on the loan as at June 30, 2025 was $nil (December 31, 2024 - $20,384).


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

Other receivables include advances to a third party for an amount of $271,405 (December 31, 2024 - $264,623), backed by a general security agreement. Other receivables and employee advances of $21,074 are non-interest bearing, unsecured and due on demand (December 31, 2024 - $19,536).

As at June 30, 2025 the Company had $46,106 (December 31, 2024 - $22,134) of Harmonized Sales Tax receivable.

6. Investments

In June 2025, the Company completed a debt settlement with KGL Resources Ltd. ("KGL") pursuant to which KGL issued to Loncor 8,857,142 common shares at a deemed issue price of $0.07 per share to settle indebtedness of $454,460 (Cdn$620,000) owed to Loncor for cash loans and advances and interest thereon. As a result of this transaction, the Company owns 60.23% of the outstanding common shares of KGL and therefore, the accounts of KGL are consolidated with the Company in these interim condensed consolidated financial statements as at June 30, 2025.   

7. 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 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 and six months ended June 30, 2025 and June 30, 2024 is as follows: 

    For the three months ended     For the six months ended  
    June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
Salaries and bonus $ 219,175   $ 235,675   $ 436,725   $ 456,012  
Compensation expense and share-based payments $ 37,739   $ 55,772   $ 255,022   $ 113,991  
  $ 256,914   $ 291,447   $ 691,747   $ 570,004  

b) Other Related Party Transactions

As at June 30, 2025, an amount of $nil 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 was due from Mr. Kondrat). Total amount paid to Mr. Kondrat for the three and six months ended June 30, 2025 was $62,500 and $125,000 respectively (three and six months ended June 30, 2024 - $62,500 and $125,000 respectively).

As at June 30, 2025, an amount of $406,506 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.

The amounts included in due from related party are unsecured, non-interest bearing and are payable on demand.

8. 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 and six months ended June 30, 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     165,788     -     -     234,625     -     404,897  
Disposals   -     -     -     -     -     -     -     -  
Balance at June 30, 2025   151,786     36,801     212,496     156,950     1,037,342     481,434     84,906     2,161,716  
                                                 
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   -     744     4,374     2,519     23,057     41,135     -     71,829  
Disposals   -     -     -     -     -     -     -     -  
Balance at June 30, 2025   151,786     32,522     20,456     15,110     382,474     191,963     84,906     879,218  
                                                 
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 June 30, 2025   -     4,279     192,040     141,840     654,868     289,472     -     1,282,498  

During the six months ended June 30, 2025, depreciation in the amount of $30,128 (six months ended June 30, 2024 - $32,586) was capitalized to exploration and evaluation assets.

9. Exploration and Evaluation Assets

    Imbo Project     Total  
Cost            
Balance as at January 1, 2024 $ 11,562,701   $ 11,562,701  
Additions   4,713,402     4,713,402  
Incidental revenues (Note 9a)   (344,959 )   (344,959 )
Balance as at December 31, 2024 $ 15,931,144   $ 15,931,144  
Additions   3,334,316     3,334,316  
Balance as at June 30, 2025 $ 19,265,460   $ 19,265,460  

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 which 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 a 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 and six months ended June 30, 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 and six months ended June 30, 2025, under the lease agreement, Loncor's attributable revenues from production were $nil, respectively (three and six months ended June 30, 2024 - $121,968 and $298,494 respectively). 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 cover 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. Subsequent to the June 30, 2025 period end, the Company relinquished all seven (7) exploration permits.

10. 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:

June 30, 2025

    Property, plant and
equipment
    Exploration and
evaluation
 
Congo $ 991,416   $ 19,265,460  
Canada $ 291,082     -  
  $ 1,282,498   $ 19,265,460  
             
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 and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

11. Accounts Payable

The following table summarizes the Company's accounts payable:

    June 30, 2025     December 31, 2024  
Exploration and evaluation expenditures $ 545,132   $ 610,589  
Non-exploration and evaluation expenditures $ 240,517   $ 155,068  
Total Accounts Payable $ 785,649   $ 765,657  

12. 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 June 30, 2025, the balance of the principal amount of $nil (year ended December 31, 2024 - $nil) was due to the bank. The loan is unsecured and bears interest at a rate of 18% per annum. During the three and six months ended June 30, 2025, interest of $nil was accrued on the loan and was capitalized to exploration and evaluation assets (three and six months ended June 30, 2024 - $5,383 and $10,825, respectively). The loan was fully repaid during the year ended December 31, 2024.

13. 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 and six months ended June 30, 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     45,451  
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  
               
April 2, 2025     300,000     131,940  
April 4, 2025     2,200,000     967,560  
April 9, 2025     225,000     98,955  
April 10, 2025     500,000     219,900  
May 23, 2025     17,090,910     5,010,634  
May 23, 2025     500,000     274,875  
May 30, 2025     15,000     8,246  
cost of issuance           (436,585 )
contributed surplus portion           195,277  
cost of issuance of shares           (109,950 )
               
 Balance - June 30, 2025      175,445,084     106,750,095  

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.

In May 2025, the Company completed a private placement of 17,090,910 units of the Company at a price of Cdn$0.55 per unit for gross proceeds of $6,890,200 (Cdn$9,400,000) and issuance costs of $807,482 (Cdn$1,101,612). Each such unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company, with each whole common share purchase warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.80 until May 23, 2028.

As of June 30, 2025, the Company had issued and outstanding 175,445,084 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 June 30, 2025:


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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)
 
                                                             
6/8/2022   350,000     -     -     -     (350,000 )   -   $ 0.75     36     2025-06-10        
6/10/2022   3,025,000     -     -     (515,000 )   (2,510,000 )   -   $ 0.75     36     2025-06-10        
4/4/2023   400,000     -     -     (300,000 )   (100,000 )   -   $ 0.60     24     2025-04-04        
4/5/2023   1,535,000     -     -     (725,000 )   (810,000 )   -   $ 0.60     24     2025-04-05        
4/14/2023   95,000     -     -     -     (95,000 )   -   $ 0.60     24     2025-04-14        
5/5/2023   3,370,000     -     -     (2,200,000 )   (1,170,000 )   -   $ 0.60     24     2025-05-05        
5/23/2023   -     8,545,455     -     -     -     8,545,455   $ 0.80     36     2028-05-23     35  
5/23/2023   -     877,562     -     -     -     877,562   $ 0.61     36     2028-05-24     35  
                                                             
    8,775,000     9,423,017     -     (3,740,000 )   (5,035,000 )   9,423,017                          

As at June 30, 2025, the Company had 9,423,017 outstanding common share purchase warrants (December 31, 2024 - 8,775,000).

During the six months ended June 30, 2025 the Company issued 8,545,455 common share purchase warrants and 877,562 finder warrants in connection with the May 2025 private placement financing, with issuance costs of $163,770 (Cdn$223,424). In addition, 3,740,000 warrants were exercised and 5,035,000 warrants expired unexercised. During the period ended June 30, 2024 - 8,775,000 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.

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: 2.64%, which is based on the Bank of Canada benchmark bonds yield 3 year rate

in effect at the time of grant for bonds with maturity dates at the estimated term of the warrants

(ii) Expected volatility: 61.72%, which is based on the Company's historical stock prices

(iii) Expected life: 3- 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 and six months ended June 30, 2025 amounting to 161,611,330 and 159,840,525 respectively (three and six months ended June 30, 2024 - 154,022,965 and 153,731,921 respectively) common shares. Stock options and warrants were considered anti-dilutive and therefore were excluded from the calculation of diluted loss per share.

14. 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, April 29, 2025, June 16, 2025 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, November 20, 2024 and June 10, 2025 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. 


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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 June 30, 2025
Exercise Price Range
(Cdn$)
  Opening
Balance
    During the year     Closing
Balance
    Weighted
average
remaining
contractual
life (years)
    Vested &
Exercisable
    Unvested  
Exercise Price   Opening
Balance
    Granted     Exercised     Forfeiture     Expired  
0-0.70   14,656,000     1,000,000     -     -     (620,000 )   15,036,000     2.66     14,036,000     1,000,000  
Weighted Average
Exercise Price (Cdn$)
  0.62     0.58                 0.42     0.62           0.54     0.58  

During the three and six months ended June 30, 2025, the Company recognized in the statement of loss and comprehensive loss as share-based payments expense $32,573 and $259,137 (three and six months ended June 30, 2024 - $60,123 and $121,119) 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 and six months ended June 30, 2025, the Company recognized $32,311 and $58,258 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 and six months ended June 30, 2024 - $19,140 and $26,642). In addition, an amount of $ nil and $26,790 for the three and six months ended June 30, 2025 (three and six months ended June 30, 2024 - $3,920 and $7,894) 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

15. 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. In 2025, the Company extended the lease for an additional 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 Company recognized an additional right-of-use asset and a lease liability $234,625 (Cdn $337,299) for the extension of the lease. 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.  As at June 30, 2025, the undiscounted cash flows for this office lease agreement to February 28, 2026 were $293,732.


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

Changes in the lease obligation for the six months ended June 30, 2025 and year ended December 31, 2024 were as follows:

    June 30, 2025     December 31, 2024  
Balance - beginning of the period $ 101,505   $ 182,672  
Liability settled $ (45,078 ) $ (90,156 )
Interest expense $ 2,679   $ 8,988  
Additional liability $ 234,625   $ -  
Balance - end of the period $ 293,732   $ 101,505  
             
    Current portion $ 76,309   $ 83,575  
    Long-term portion $ 217,423   $ 17,930  
Total lease obligation $ 293,732   $ 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 and six months ended June 30, 2025, the lease expense in the amount of $5,100 and $10,200 (three and six months ended June 30, 2024 - $5,100 and $10,200) in relation to the Congo office, was capitalized to exploration and evaluation assets.

16. 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, investments, amounts due from related parties, accounts payable, accrued liabilities, lease obligation 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:

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


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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 June 30, 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 June 30, 2025 and December 2024.

    June 30, 2025     December 31, 2024  
    Canadian dollar     Canadian dollar  
Cash and cash equivalents   3,318,789     41,121  
Advances receivable and prepaids   464,910     417,142  
Accounts payable and accrued liabilities   (296,454 )   (480,171 )
Due from related parties   83,280     27,012  
Employee retention allowance   (234,471 )   (234,471 )
Total foreign currency financial assets and liabilities   3,336,054     (229,367 )
Foreign exchange closing rate   0.7330     0.6950  
Total foreign currency financial assets and liabilities in US $   2,445,327     (159,410 )
Impact of a 10% strengthening of the US $ on net loss   244,533     (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 June 30, 2025 and December 31, 2024 was as follows:

    June 30,  
2025
    December 31,  
2024
 
Cash and cash equivalents $ 4,590,507   $ 1,498,698  
Advances receivable and prepaid expenses $ 783,121   $ 1,144,014  
  $ 5,373,628   $ 2,642,712  


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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 $785,649, accrued liabilities of $240,111, employee retention allowance of $171,867, and lease obligation of $76,309 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.

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.

    June 30,  
2025
    December 31,
2024
 
Share capital $ 106,750,095   $ 100,389,242  
Reserves $ 15,014,365   $ 13,149,658  
Minority Interest $ (260,490 ) $ -  
Deficit $ (96,558,238 ) $ (95,288,125 )
  $ 24,945,732   $ 18,250,775  

The Company's capital management objectives, policies and processes have remained unchanged during the six months ended June 30, 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.

17. Supplemental cash flow information

During the periods indicated the Company undertook the following significant non-cash transactions:

        For the three months ended     For the six months ended  
    Note   June 30, 2025     June 30, 2024     June 30, 2025     June 30, 2024  
                             
Depreciation included in exploration and evaluation assets   8 $ 14,454   $ 16,293   $ 30,128   $ 32,586  
Fees paid by common shares, stock options or warrants   14 $ 32,830     19,140   $ 58,258   $ 26,642  


Loncor Gold Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and six months ended June 30, 2025
(Expressed in U.S. dollars, except for per share amounts - unaudited)

18. Employee retention allowance

The following table summarizes information about changes to the Company's employee retention provision during the six months ended June 30, 2025.

    $  
Balance at January 1, 2024   177,284  
Foreign exchange adjustment   (14,327 )
Balance at December 31, 2024   162,957  
Foreign exchange adjustment   8,910  
Balance at June  30, 2025   171,867  

In July 2025, the Company reported that, in response to an unsolicited, confidential non-binding offer received from an interested party for a potential transaction, the Company's board of directors (the "Board") has established a Special Committee of the Board comprised only of independent directors of the Company. The mandate of the Special Committee includes, among other things, (i) independently and objectively reviewing and considering the potential transaction and, if considered advisable by the Special Committee, alternative transactions that may be available to the Company, and (ii) making recommendations to the Board.  No assurance can be provided that the Company will enter into any transaction.

19. Subsequent Event

In July 2025, the Company reported that, in response to an unsolicited, confidential non-binding offer received from an interested party for a potential transaction, the Company’s board of directors (the "Board") has established a Special Committee of the Board comprised only of independent directors of the Company. The mandate of the Special Committee includes, among other things, (i) independently and objectively reviewing and considering the potential transaction and, if considered advisable by the Special Committee, alternative transactions that may be available to the Company, and (ii) making recommendations to the Board.  No assurance can be provided that the Company will enter into any transaction.