News Summary
On December 11, 2025, Loncor Gold announced that its shareholders have overwhelmingly approved the acquisition of the company by Chengtun Mining Group Co., Ltd. via a plan of arrangement. At a special meeting, 99.70% of the votes cast were in favour of the special resolution. The transaction, which will see Chengtun acquire all of Loncor’s shares for C$1.38 in cash per share, is now pending a final order from the Ontario Superior Court of Justice and the satisfaction of other customary closing conditions.
Material Impact
This shareholder approval is a crucial and material step forward in finalizing the C$261 million all-cash acquisition by Chengtun Mining, originally announced on October 14, 2025. While the positive outcome was widely expected—given that shareholders representing approximately 38% of the company (including major holders Resolute Mining and Executive Chairman Arnold Kondrat) had already entered into voting support agreements—this official vote removes a significant condition and substantially de-risks the transaction.
The investment thesis for Loncor has shifted entirely from an exploration story to a special situation arbitrage play. The stock has traded in a tight range just below the C$1.38 offer price since the deal was announced, reflecting the market’s high confidence in the deal closing. The current spread of C$0.07 (approximately 5.3%) between the recent price of C$1.31 and the offer price represents the market’s perceived risk of failure and the time value of money until the expected closing in Q1 2026.
This news is a material positive confirmation. It locks in a significant premium for shareholders who held the stock prior to the M&A speculation, which began in July 2025 when the stock was trading around C$0.60-C$0.70. For current holders, it solidifies the path to receiving the cash consideration. The focus now shifts entirely to the final regulatory and court approvals.
Catalysts
– Final Court Order: The next immediate catalyst will be the announcement that Loncor has received the final order from the Ontario Superior Court of Justice approving the plan of arrangement.
– Transaction Closing: The company has guided for the transaction to close no later than the first quarter of 2026. The official announcement of the closing will be the final step, after which shares will be delisted and shareholders will receive their cash payment.
– Regulatory Approvals: Any news regarding the satisfaction of remaining conditions, including any necessary regulatory approvals in Canada or from the acquirer’s side, should be monitored. The primary remaining risk, although seemingly low, is a failure to secure these approvals.
Materiality Conclusion
The shareholder approval is materially positive as it formally removes one of the most significant hurdles for the acquisition to proceed. It eliminates any uncertainty about shareholder support and moves the transaction to its final legal and regulatory stages, making the C$1.38 per share cash payment a near certainty.
