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Certificate of Arrangement Certificat d'arrangement

Business Corporations Act Loi sur les sociétés par actions

LONCOR GOLD INC.

Corporation Name / Dénomination sociale

1000717627

Ontario Corporation Number / Numéro de société de l'Ontario

This is to certify that these articles are effective on La présente vise à attester que ces statuts entreront en vigueur le

February 11, 2026 / 11 février 2026

Director / Directeur

Business Corporations Act / Loi sur les sociétés par actions

The Certificate of Arrangement is not complete without the Articles of Arrangement

Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

Director/Registrar

Le certificat d'arrangement n'est pas complet s'il ne contient pas les statuts d'arrangement

Copie certifiée conforme du dossier du ministère des Services au public et aux entreprises.

Directeur ou registrateur

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Ministry of Public and Business Service Delivery

Articles of Arrangement
Business Corporations Act
Corporation Name (Date of Incorporation/Amalgamation) LONCOR GOLD INC. (November 22, 2023)
1. The arrangement has been approved by the shareholders of the corporation in accordance with section 182 of the Business Corporations Act
2. A copy of the plan of arrangement is attached to these articles as Exhibit "A"
3. The arrangement was approved by the court and a certified copy of the Order of the court is attached to these articles as Exhibit "B"
4. The terms and conditions of the arrangement, if any, have been complied with in accordance with the order.
The articles have been properly executed by the required person(s).

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BCA – Articles of Arrangement - LONCOR GOLD INC OCN:1000717627 - February 11, 2026
Supporting Document -Exhibit "A" - Copy of the plan of Arrangement

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

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BCA – Articles of Arrangement - LONCOR GOLD INC OCN:1000717627 - February 11, 2026
Supporting Document -Exhibit "B" - A certified copy of the Order of the court

The endorsed Articles of Arrangement are not complete without the Certificate of Arrangement. Certified a true copy of the record of the Ministry of Public and Business Service Delivery.

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SCHEDULE "A"

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Arrangement" means an arrangement under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated October 14, 2025 between the Purchaser and the Corporation (including the schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form set out in Schedule B to the Arrangement Agreement.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Hong Kong or the PRC.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Shareholders in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

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"Consideration" means \$1.38 in cash, without interest.

"Convertible Security" means a Corporation Option and Corporation Warrant, as applicable.

"Corporation" means Loncor Gold Inc.

"Corporation Options" means any outstanding options to purchase Shares issued pursuant to the Corporation's Stock Option Plan or otherwise.

"Corporation Warrants" means the outstanding warrants to purchase Shares.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"Depositary" means such Person as the Purchaser may appoint to act as depositary for the Shares in relation to the Arrangement, with the approval of the Corporation, acting reasonably.

"Director" means the Director appointed pursuant to Section 278 of the OBCA.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Shareholder" means a registered Shareholder as of the record date of the Meeting who has properly and validly exercised its Dissent Rights in respect of the Arrangement and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its Shares.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Final Order" means the final order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under

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or for the account of any of the foregoing; or (iv) any Securities Authority or stock exchange, including the TSX.

"Interim Order" means the interim order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Law" means, with respect to any Person, any and all applicable national, federal, provincial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, act, statute, code, rule, regulation, order, injunction, judgment, decree, ruling, award, writ, or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, all policies, guidelines, notices and protocols of any Governmental Entity, as amended.

"Letter of Transmittal" means the letter of transmittal sent to Shareholders for use in connection with the Arrangement.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, license, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), defect of title or encumbrance of any kind.

"Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"OBCA" means the Business Corporations Act (Ontario).

"Option Agreement" means an agreement evidencing the terms of any Corporation Option.

"Parties" means the Corporation and the Purchaser and "Party" means any one of them.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Plan of Arrangement" means this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"PRC" means the People's Republic of China, which for the purpose of this Plan of Arrangement only, excludes Hong Kong, Taiwan and Macao.

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"Purchaser" means Chengtun Gold Ontario Inc.

"Securities Authority" means the Ontario Securities Commission, any other applicable securities commission or regulatory authority, including any stock exchange or "over the counter" market on which the Shares of the Corporation are listed or posted for trading, of a province or territory of Canada or any other jurisdiction with authority in respect of the Parties and/or their respective Subsidiaries.

"Securityholders" means, collectively, the Shareholders and the holders of Convertible Securities.

"Shareholders" means the registered or beneficial holders of the Shares, as the context requires.

"Shares" means the common shares in the capital of the Corporation and any preference shares in the capital of the Corporation.

"Tax Act" means the Income Tax Act (Canada).

"Warrant Certificate" means a certificate evidencing the terms of any Corporation Warrant.

"Warrant Indenture" means an indenture governing the terms of any Corporation Warrant.

Section 1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(2) Currency. All references to dollars or to \$ are references to Canadian dollars.
(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(4) Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of," "the total of," "the sum of," or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms "Plan of Arrangement," "hereof," "herein" and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.
(5) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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(6) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan of Arrangement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.
(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

This Plan of Arrangement constitutes an arrangement under Section 182 of the OBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Corporation, the Purchaser, all Securityholders (including Dissenting Shareholders), any agent or transfer agent of the Corporation and the Depositary at and after the Effective Time, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

Section 2.3 Arrangement

Pursuant to the Arrangement, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five minute intervals starting at the Effective Time:

(1) each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Stock Option Plan or any applicable Option Agreement in relation thereto, shall be unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Corporation Option, deemed to be surrendered, assigned and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.4, a cash payment (without interest) by or on behalf of the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Option, multiplied by the number of Shares such Corporation Option entitles the holder to purchase, and each such Corporation Option shall immediately be cancelled and terminated and, for certainty where such amount is zero or negative for any such Corporation Option, none of the Corporation, the Purchaser or any other Person shall be obligated to, and the holder shall not be entitled to, any payment in respect of such Corporation Option, and, with respect to each Corporation Option that is surrendered pursuant to this Section 2.3(1), as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option, or under the Stock

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Option Plan or Option Agreement, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(1), (C) such holder's name shall be removed from the applicable register of Corporation Options, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and

(2) each outstanding Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:
(a) such Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser in accordance with ARTICLE 3;
(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and
(3) each outstanding Share (other than (i) Shares held by any Dissenting Shareholder who has validly exercised such holder's Dissent Rights and (ii) Shares held by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and
(a) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration per Share in accordance with this Plan of Arrangement;
(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and
(4) each Corporation Warrant, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of any applicable Warrant Certificate and Warrant Indenture in relation thereto, shall be unconditionally vested and exercisable and shall be, without any further action by or on behalf of the holder of such Corporation Warrant, deemed to be surrendered, assigned and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.4, a cash payment (without interest) from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Warrant, multiplied by the number of Shares that such Corporation Warrant entitles the holder to purchase, and each such Corporation Warrant shall immediately be cancelled and terminated and, for certainty where such amount is zero or negative for any such Corporation Warrant, none of the Corporation, the Purchaser or any other Person shall be obligated to, and the holder shall not be

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entitled to, any payment in respect of such Corporation Warrant, and, with respect to each Corporation Warrant that is surrendered pursuant to this Section 2.3(4), as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Warrant, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Warrant, or under the applicable Warrant Certificate or Warrant Indenture, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3(4), (C) such holder's name shall be removed from the applicable register of Corporation Warrants, and (D) all agreements, grants and similar instruments relating thereto shall be cancelled; and

(5) the Purchaser shall cause the Corporation to file an election to cease to be a "public corporation" under subsection 89(1) of the Tax Act.

ARTICLE 3 DISSENT RIGHTS

Section 3.1 Dissent Rights

(1) Registered Shareholders as of the record date of the Meeting may exercise dissent rights ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order, Final Order and this Section 3.1; provided that notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Corporation at its registered office no later than 5:00 p.m. (Toronto time) on the date that is two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).
(2) Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(2) and, if they:
(a) are ultimately entitled to be paid fair value for such Shares by the Purchaser: (i) shall be deemed not to have participated in the transactions in ARTICLE 2 (other than Section 2.3 (2)); (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser which fair value shall, notwithstanding anything to the contrary contained in Part XIV of the OBCA, be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or
(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the Consideration to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4).

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Section 3.2 Recognition of Dissenting Shareholders

(1) In no case shall the Corporation, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered Shareholder in respect of which such rights are sought to be exercised.
(2) In no case shall the Corporation, the Purchaser or any other Person be required to recognize any Shareholder who exercises Dissent Rights as a Shareholder after the Effective Time.
(3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4).
(4) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to Dissent Rights: (a) holders of Convertible Securities and (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution.

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(1) Prior to the filing of the Articles of Arrangement, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders (other than the Purchaser or its affiliates), cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by this Plan of Arrangement, with the amount per Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose, net of applicable withholdings for the benefit of the Shareholders. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser.
(2) Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(3), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a cheque, wire or other form of immediately available funds representing the cash payment to which such holder has the right to receive under the Arrangement for such Shares, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
(3) On or as soon as practicable after the Effective Date, the Corporation shall deliver, to each holder of Corporation Options as reflected on the register maintained by or on behalf of the Corporation in respect of such Corporation Options, through the payroll or equity plan management system of the Corporation and its Subsidiaries (or such other manner as the Corporation may elect or as

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otherwise directed by the Purchaser including with respect to the timing and manner of such delivery, but in any event in readily available funds), the cash payment, if any, which such holder of Corporation Options has the right to receive under this Plan of Arrangement for such Corporation Options less any amount withheld pursuant to Section 4.4.

(4) On or as soon as practicable after the Effective Date, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the holders of Corporation Warrants (other than the Purchaser or its affiliates), cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by this Plan of Arrangement, to be received by the holders of Corporation Warrants for such Corporation Warrants. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Corporation Warrants that were transferred pursuant to Section 2.3(4), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holders of Corporation Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a cheque, wire or other form of immediately available funds representing the cash payment to which such holder has the right to receive under the Arrangement for such Corporation Warrants, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
(5) Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares or Corporation Warrants shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Shares or Corporation Warrants not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder or holder of Corporation Warrants, as applicable, of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Corporation, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.
(6) Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares or Convertible Securities in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.
(7) No holder of Shares or Convertible Securities shall be entitled to receive any consideration with respect to such Shares or Convertible Securities other than any cash payment to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for certainty, no such

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holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Section 4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more Shares or Corporation Warrants that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register or warrant register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Shares or Corporation Warrants, as applicable, under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation, the Purchaser and the Depositary in a manner satisfactory to the Corporation, the Purchaser and the Depositary (each acting reasonably) against any claim that may be made against the Corporation, the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Adjustment to Consideration

If, on or after the date of the Arrangement Agreement: (i) the Corporation sets a record date for any dividend or other distribution on the Shares that is prior to the Effective Date, (ii) the issued and outstanding Shares or securities convertible or exchangeable into or exercisable for Shares, are changed into a different number of Shares or a different class by reason of any reclassification, stock split (including a reverse stock split), recapitalization, merger, issuer bid, exchange offer or similar transaction, or (iii) at the Effective Time, the Corporation's representations and warranties in Schedule C(7) of the Arrangement Agreement are not true in any non-de minimis respect, then the Consideration and any other dependent items will be equitably adjusted and as so adjusted will, from and after the date of such event, be the Consideration or other dependent item.

Section 4.4 Withholding Rights

Each of the Purchaser, the Corporation, the Depositary or any other Person that makes a payment to any Person hereunder, or pursuant to the Arrangement, shall be entitled to deduct and withhold from the amounts otherwise payable under the Arrangement Agreement and this Plan of Arrangement (including any amounts payable pursuant to Section 3.1) to any Person, such amounts as it may be required to deduct and withhold with respect to such payment under the Tax Act or any provision of any other Law relating to Taxes and remit such withheld amount to the appropriate Governmental Entity. To the extent that amounts are so properly deducted, withheld and remitted, such amounts shall be treated for all purposes of the Arrangement Agreement and this Plan of Arrangement as having been paid to the Person in respect of which such deduction, withholding and remittance was made.

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Section 4.5 Calculations

All aggregate amounts of cash consideration to be received under this Plan of Arrangement will be calculated to the nearest cent (\$0.01). All calculations and determinations made in good faith by the Corporation, the Purchaser or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding, absent manifest error.

Section 4.6 No Liens

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 4.7 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares and Convertible Securities issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Securityholders, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Shares or Convertible Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments

(1) The Corporation and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Corporation and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Securityholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation or the Purchaser at any time prior to the Meeting (provided that the Corporation or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, approved by the Shareholders in the manner directed by the Court.

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(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Shareholders or (ii) is an amendment contemplated in Section 5.1(5).
(5) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.
(6) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6 FURTHER ASSURANCES

Section 6.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

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SCHEDULE "B" CERTIFIED COURT ORDER

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Court File No. CL-25-00753570-0000

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

THE HONOURABLE	)	MONDAY, THE 15 ^TH
JUSTICE FL MYERS	)	DAY OF DECEMBER, 2025

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, C. B.16, AS AMENDED

AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE, R.R.O. 190, REG. 194, AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF LONCOR GOLD INC. INVOLVING ITS SHAREHOLDERS AND CHENGTUN GOLD ONTARIO INC.

ORDER

THIS APPLICATION made by the Applicant, Loncor Gold Inc. ("Loncor"), pursuant to section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, C. B.16, as amended, (the "OBCA") was heard this day by video conference.

ON READING the Notice of Application issued on November 3, 2025, the affidavit of Arnold Kondrat, sworn November 5, 2025, the supplementary affidavit of Arnold Kondrat sworn December 12, 2025, together with the exhibits thereto, and the Interim Order of the Honourable Justice J. Dietrich dated November 10, 2025 and

ON HEARING the submissions of counsel for Loncor and counsel for Chengtun Gold Ontario Inc., and on being advised that the Director appointed under the OBCA does not consider it necessary to appear on this application, no one appearing for any other person, including any shareholder of Loncor; and naving determine the DELIVETICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION OF JUSTICE ATTENDATION O

D.Kimmer by Color GRESFIER

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this order, is an arrangement for the purposes of section 182 of the OBCA and is fair and reasonable in accordance with the requirements of that section,

THIS COURT ORDERS that the Arrangement, as described in the Plan of 1. Arrangement attached as Schedule "A" to this order, shall be and is hereby approved.
THIS COURT ORDERS that Loncor shall be entitled to seek leave to vary this 2. order upon such terms upon giving such notice as this court may direct, to seek the advice and directions of this court as to the implementation of this order, and to apply for such further order or orders as may be appropriate.

Myers

Justice FL Digitally signed by Justice FL Myers Date: 2025.12.15 16:39:21 -05'00'

TORGATO, IS A

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SCHEDULE A

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE ONTARIO BUSINESS CORPORATIONS ACT

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PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

"Arrangement" means an arrangement under Section 182 of the OBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.
"Arrangement Agreement" means the arrangement agreement dated October 14, 2025 between the Purchaser and the Corporation (including the schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.
"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form set out in Schedule B to the Arrangement Agreement.
"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the OBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.
"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario, Hong Kong or the PRC.
"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.
"Circular" means the notice of the Meeting and accompanying management information circular including all schedules, appendices and exhibits thereto; to be sent to the Shareholders in Duconnection with the Meeting, as amended, supplemented or otherwise modified from time to time the connection with the terms of the Arrangement Agreement, THIS OFFICE THE CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCONNERS IN A CONFORMED DUCON

D.K. mmerly GREFIEL

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"Consideration" means \$1.38 in cash, without interest.

"Convertible Security" means a Corporation Option and Corporation Warrant, as applicable.

"Corporation" means Loncor Gold Inc.

"Corporation Options" means any outstanding options to purchase Shares issued pursuant to the Corporation's Stock Option Plan or otherwise.

"Corporation Warrants" means the outstanding warrants to purchase Shares.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"Depositary" means such Person as the Purchaser may appoint to act as depositary for the Shares in relation to the Arrangement, with the approval of the Corporation, acting reasonably.

"Director" means the Director appointed pursuant to Section 278 of the OBCA.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Shareholder" means a registered Shareholder as of the record date of the Meeting who has properly and validly exercised its Dissent Rights in respect of the Arrangement and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately determined to be entitled to be paid the fair value of its Shares.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Final Order" means the final order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any subdivision, agent or authority of any of the foregoing; (iii) any quasi-governmental or private body including any tribunal commission, regulatory agency recommendation or self-regulatory organization exercising any regulatory, expropriation on taxing authority undebcument

ATEO AT TORONTO THIS BOAKER DE CAT A TORONTO LE JOHN DE LE LE LE LE LE LE LE LE LE LE LE LE LE

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or for the account of any of the foregoing; or (iv) any Securities Authority or stock exchange, including the TSX.

"Interim Order" means the interim order of the Court under Section 182 of the OBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Law" means, with respect to any Person, any and all applicable national, federal, provincial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, act, statute, code, rule, regulation, order, injunction, judgment, decree, ruling, award, writ, or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, all policies, guidelines, notices and protocols of any Governmental Entity, as amended.

"Letter of Transmittal" means the letter of transmittal sent to Shareholders for use in connection with the Arrangement.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, license, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), defect of title or encumbrance of any kind.

"Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"OBCA" means the Business Corporations Act (Ontario).

"Option Agreement" means an agreement evidencing the terms of any Corporation Option.

"Parties" means the Corporation and the Purchaser and "Party" means any one of them.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Plan of Arrangement" means this plan of arrangement proposed under Section 182 of the OBCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably DOCUMENT. EACH PAGE OF

"PRC" means the People's Republic of China, which for the purpose of this Plan of Arrangement. only, excludes Hong Kong, Taiwan and Macao.

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"Purchaser" means Chengtun Gold Ontario Inc.

"Securities Authority" means the Ontario Securities Commission, any other applicable securities commission or regulatory authority, including any stock exchange or "over the counter" market on which the Shares of the Corporation are listed or posted for trading, of a province or territory of Canada or any other jurisdiction with authority in respect of the Parties and/or their respective Subsidiaries.

"Securityholders" means, collectively, the Shareholders and the holders of Convertible Securities.

"Shareholders" means the registered or beneficial holders of the Shares, as the context requires.

"Shares" means the common shares in the capital of the Corporation and any preference shares in the capital of the Corporation.

"Tax Act" means the Income Tax Act (Canada).

"Warrant Certificate" means a certificate evidencing the terms of any Corporation Warrant.

"Warrant Indenture" means an indenture governing the terms of any Corporation Warrant.

Section 1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(2) Currency. All references to dollars or to \$ are references to Canadian dollars.
(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(4) Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of," "the total of," "the sum of," or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms "Plan of Arrangement," "hereof," "herein" and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

CONSERVE DAYS OF THE DOCUMENT COPIE CONFORME DU DOCUMENT COPIE CONFORME DU DOCUMENT COPIE CONFORME DU DOCUMENT COPIE CONFORME DU DOCUMENT CONSERVE DAYS CE BUP CATED AT TORONTO LE

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(6) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Plan of Arrangement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.
(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

This Plan of Arrangement constitutes an arrangement under Section 182 of the OBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

Section 2.2 Binding Effect

Section 2.3 Arrangement

each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the (1) Effective Time, notwithstanding the terms of the Stock Option Plan or any applicable Option Agreement in relation thereto, shall be unconditionally vested and exercisable, and shall be, without any further action by or on behalf of the holder of such Corporation Option, deemed to be surrendered, assigned and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.4, a cash payment (without interest) by or on behalf of the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Option, multiplied by the number of Shares such Corporation Option entitles the holder to purchase, and each such Corporation Option shall immediately be cancelled and terminated and, for certainty where such amount is zero or negative for any such Corporation Option, none of the Corporation, the Purchaser or any other Person shall be obligated to, and the holder shall not be entitled to, any payment in respect of such Corporation Option, and, with respect to each Corporation Option that is surrendered pursuant to this Section 2.3(1), as of the effective time of such surrender (A) the holder thereof shall cease to be the holder of such Corporation Option (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option, or under the Stocked

PATED AT TORONTO THIS LIB SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH OF THE SOUTH

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each outstanding Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens), and:
such Dissenting Shareholder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser in accordance with ARTICLE
3;
(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and
(3) each outstanding Share (other than (i) Shares held by any Dissenting Shareholder who has validly exercised such holder's Dissent Rights and (ii) Shares held by the Purchaser) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, and
(a) the holder of such Share shall cease to have any rights as a Shareholder other than the right to be paid the Consideration per Share in accordance with this Plan of Arrangement;
(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and
(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and
each Corporation Warrant, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of any applicable Warrant Certificate and Warrant Indenture in relation thereto, shall be unconditionally vested and exercisable and shall be, without any further action by or on behalf of the holder of such Corporation Warrant, deemed to be surrendered, assigned and transferred by the holder thereof to the Corporation in exchange for, subject to Section 4.4, a cash payment (without interest) from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Warrant, multiplied by the number of Shares that such Corporation Warrant entitles the holder to purchase and each such Corporation Warrant shall immediately be cancelled and terminated and sorrest certainty where such amount is zero or negative for any such Corporation Warrant, none of the importance of the corporation, the Purchaser or any other Person shall be obligated to, and the holder shall not be

DKmmerly

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(5) the Purchaser shall cause the Corporation to file an election to cease to be a "public corporation" under subsection 89(1) of the Tax Act.

ARTICLE 3 DISSENT RIGHTS

Section 3.1 Dissent Rights

Registered Shareholders as of the record date of the Meeting may exercise dissent rights ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order, Final Order and this Section 3.1; provided that notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Corporation at its registered office no later than 5:00 p.m. (Toronto time) on the date that is two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time).
(2) Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3(2) and, if they:
(a) are ultimately entitled to be paid fair value for such Shares by the Purchaser: (i) shall be deemed not to have participated in the transactions in ARTICLE 2 (other than Section 2.3(2)); (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser which fair value shall, notwithstanding anything to the contrary contained in Part XIV of the OBCA, be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or
(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive the Consideration to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4) and the same basis as Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4) and the same basis as Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4) and the same basis as Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4) and the same basis as Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4) and the same basis as Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4).

OF JUSTICE AT TORONTO IS A DE JUSTICE ATORONTO, EST UME TRUE COPY OF THE DOCUMENT COPIE CONFORME DU DOCUMENT ON FILE IN THIS OFFICE CONSERVE DAYS CE BUREAU DATED AT TORONTO THIS LEAVE DOCUMENT ON FILE IN THIS OFFICE JOUR DE CONSERVE DAYS CE BUREAU DATED AT TORONTO THIS LEAVE DOCUMENT DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CE BUREAU DE CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONSERVE DAYS CONS

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Section 3.2 Recognition of Dissenting Shareholders

(1) In no case shall the Corporation, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered Shareholder in respect of which such rights are sought to be exercised.
(2) In no case shall the Corporation, the Purchaser or any other Person be required to recognize any Shareholder who exercises Dissent Rights as a Shareholder after the Effective Time.
(3) Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(3) hereof (less any amounts withheld pursuant to Section 4.4).
(4) In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to Dissent Rights: (a) holders of Convertible Securities and (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution.

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

(1) Prior to the filing of the Articles of Arrangement, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders (other than the Purchaser or its affiliates), cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by this Plan of Arrangement, with the amount per Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose, net of applicable withholdings for the benefit of the Shareholders. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in an interest-bearing account, and any interest earned on such funds shall be for the account of the Purchaser.
Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 2.3(3), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a cheque, wire or other form of immediately available funds representing the cash payment to which such holder has the right to receive under the Arrangement for such Shares, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
On or as soon as practicable after the Effective Date, the Corporation shalls deliver to each holder of Corporation Options as reflected on the register maintained by or on behalf of the Corporation of in respect of such Corporation Options, through the payroll or equity plan management system of the Corporation and its Subsidiaries (or such other manner as the Corporation may elect or as the Corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation may elect or as the corporation of the corporation may elect or as the corporation of the corporation may elect or as the corporation of the corporation may elect or as the corporation of the corporation may elect or as the corporation of the corporation of the corporation may elect or as the corporation of the corporation may elect or as the corporation of the corporation may elect or as the corporation of the corporation of the corporation may elect or as the corporation of the corporation of the corporation of

D. Kinnie dy Company

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(4) On or as soon as practicable after the Effective Date, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the holders of Corporation Warrants (other than the Purchaser or its affiliates), cash with the Depositary in the aggregate amount equal to the payments in respect thereof required by this Plan of Arrangement, to be received by the holders of Corporation Warrants for such Corporation Warrants. Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Corporation Warrants that were transferred pursuant to Section 2.3(4), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the holders of Corporation Warrants represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, a cheque, wire or other form of immediately available funds representing the cash payment to which such holder has the right to receive under the Arrangement for such Corporation Warrants, less any amounts withheld pursuant to Section 4.4, and any certificate so surrendered shall forthwith be cancelled.
Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares or Corporation Warrants shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.4. Any such certificate formerly representing Shares or Corporation Warrants not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder or holder of Corporation Warrants, as applicable, of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser or the Corporation, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.
Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Shares or Convertible Securities in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.
No holder of Shares or Convertible Securities shall be entitled to receive any consideration with convergence to such Shares or Convertible Securities other than any cash payment to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1 and, for certainty the such such than the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the securities of the s

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holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Section 4.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more Shares or Corporation Warrants that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register or warrant register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Shares or Corporation Warrants, as applicable, under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation, the Purchaser and the Depositary (each acting reasonably) against any claim that may be made against the Corporation, the Purchaser or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.3 Adjustment to Consideration

Section 4.4 Withholding Rights

Each of the Purchaser, the Corporation, the Depositary or any other Person that makes a payment to any Person hereunder, or pursuant to the Arrangement, shall be entitled to deduct and withhold from the amounts otherwise payable under the Arrangement Agreement and this Plan of Arrangement (including any amounts payable pursuant to Section 3.1) to any Person, such amounts as it may be required to deduct and withhold with respect to such payment under the Tax Act or any provision of any other Law relating to Taxes and remit such withheld amount to the appropriate Governmental Entity. To the extent that amounts are so properly deducted, withheld and remitted, such amounts shall be treated for all purposes of the Arrangement Agreement and this Plan of Arrangement as having been paid to the Person in respect of the Which such deduction, withholding and remittance was made.

SELLOTION COURT SUPPER

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Section 4.5 Calculations

Section 4.6 No Liens

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 4.7 Paramountcy

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments

(1) The Corporation and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing, (ii) approved by the Corporation and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Securityholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation or the Purchaser at any time prior to the Meeting (provided that the Corporation or the Purchaser, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Corporation and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, approved by the Shareholders in the manner directed by the Court of the DUDOCLIMATE OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY OF THE PROPERTY

ON FILE IN THIS OFFICE CONSERVE DANS CE BUREAU

DATED AT TORONTO THIS LE DANS DEC 20 25

FACT A TORONTO LE JOUR DE GREAT A TORONTO LE JOUR DE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREAT A TORONTO LE GREA

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(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Shareholders or (ii) is an amendment contemplated in Section 5.1(5).
(5) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.
(6) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6 FURTHER ASSURANCES

Section 6.1 Further Assurances

COURT OF THE SUPERIOR COURT OF THE STAMPED WITH THE SEAL OF THE SUPERIOR COURT OF JUSTICE AT TORONTO-IS A TRUE COPY OF THE BOCON EMILIANCE COPIE CUNFORME DU DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF DOCUMENT ON FILE IN THIS OFFICE DAY OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OF THE OWN OWN OF THE OWN OF THE OWN OWN OWN OWN OWN OWN OWN OWN OWN OWN

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IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT, R.S.O. 1990, C. B.16, AS AMENDED AND IN THE MATTER OF RULE 14.05(2) OF THE RULES OF CIVIL PROCEDURE, R.R.O. 190, REG. 194, AS AMENDED

AND IN THE MATTER OF A PROPOSED ARRANGEMENT OF LONCOR GOLD INC. INVOLVING ITS SHAREHOLDERS AND CHENGTUN GOLD ONTARIO INC. Court File No. CL-25-00753570-0000

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) ONTARIO

PROCEEDING COMMENCED AT FORONTO

FINAL ORDER

DICKINSON WRIGHT LLP

199 Bay Street, Suite 2200, Box 447 Toronto, ON M5L 1G4

DAVID Z. SEIFER (77474F)

[email protected] Tel: 416-646-6867

Lawyers for the Applicant

A PRESON ATTEST OUE CS COUVEYL OONT CHACUME ES PAGES EST REVETUE DU UDE LA COURSUPERIEURE STICE A TORONTO, EST UNE CUNFORME DU DOCUMENT OLSERVE DANS CE BUREAU

AI assistant

Loncor Gold Inc. — M&A Activity 2026

46407_rns_2026-02-11_64d152ca-c4ec-49bc-8026-92cf0b4a8dd3.pdf

Certificate of Arrangement Certificat d'arrangement

LONCOR GOLD INC.

1000717627

SCHEDULE "A"

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Section 1.2 Certain Rules of Interpretation.

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

Section 2.2 Binding Effect

Section 2.3 Arrangement

ARTICLE 3 DISSENT RIGHTS

Section 3.1 Dissent Rights

Section 3.2 Recognition of Dissenting Shareholders

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

Section 4.2 Lost Certificates

Section 4.3 Adjustment to Consideration

Section 4.4 Withholding Rights

Section 4.5 Calculations

Section 4.6 No Liens

Section 4.7 Paramountcy

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments

ARTICLE 6 FURTHER ASSURANCES

Section 6.1 Further Assurances

SCHEDULE "B" CERTIFIED COURT ORDER

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

ORDER

SCHEDULE A

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE ONTARIO BUSINESS CORPORATIONS ACT

PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Section 1.2 Certain Rules of Interpretation.

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

Section 2.2 Binding Effect

Section 2.3 Arrangement

ARTICLE 3 DISSENT RIGHTS

Section 3.1 Dissent Rights

Section 3.2 Recognition of Dissenting Shareholders

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Payment of Consideration

Section 4.2 Lost Certificates

Section 4.3 Adjustment to Consideration

Section 4.4 Withholding Rights

Section 4.5 Calculations

Section 4.6 No Liens

Section 4.7 Paramountcy

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments

ARTICLE 6 FURTHER ASSURANCES

Section 6.1 Further Assurances

SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST) ONTARIO

FINAL ORDER

DICKINSON WRIGHT LLP

DAVID Z. SEIFER (77474F)

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