Loncor Gold Inc. — Proxy Solicitation & Information Statement 2025

Nov 19, 2025

Loncor

GOLD INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF LONCOR GOLD INC.

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of the holders ("Shareholders") of common shares ("Shares") of Loncor Gold Inc. (the "Corporation") will be held on December 11, 2025 at 11:00 a.m. (Toronto time) at the offices of Dickinson Wright LLP at 199 Bay Street, Suite 2200, Commerce Court West, Toronto, Ontario, Canada for the following purposes:

1. in accordance with the interim order of Ontario Superior Court of Justice (Commercial List) (the "Court") dated November 10, 2025 (the "Interim Order"), for Shareholders to consider, and, if thought advisable, to pass, with or without variation, a special resolution (the "Arrangement Resolution"), the full text of which is set forth in Appendix "A" to the accompanying management information circular of Corporation dated November 10, 2025 (the "Information Circular"), approving, among other things, a plan of arrangement (the "Arrangement") under Section 182 of the Business Corporations Act (Ontario) (the "OBCA") involving the Corporation and Chengtun Gold Ontario Inc. (the "Purchaser"), pursuant to which the Purchaser will, among other things, acquire all of the issued and outstanding Shares for cash consideration of Cdn$1.38 per Share (the "Consideration"), all as more particularly described in the Information Circular; and

2. to transact such further and other business as may properly be brought before the Meeting or any postponement or adjournment thereof.

The record date for determining Shareholders entitled to receive notice of and to vote at the Meeting is the close of business on November 10, 2025 (the "Record Date"). Shareholders of record as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting on the basis of one vote for each Share held.

The Arrangement has been unanimously recommended by a special committee of independent directors of the Corporation (the "Special Committee"). The Special Committee's recommendation is based on consultation with their legal advisors and careful consideration of, among other things, the fairness opinion prepared by Stifel Nicolaus Canada Inc. (the "Fairness Opinion").

The Special Committee having received the Fairness Opinion, and after receiving legal and financial advice and considering various other factors, unanimously recommended that the board of directors of the Corporation (the "Board") approve the Arrangement, including the execution, delivery and performance by the Corporation of the arrangement agreement between the Purchaser and the Corporation dated October 14, 2025 governing the Arrangement (the "Arrangement Agreement") and that Shareholders vote FOR the Arrangement Resolution.

The Board of Directors of the Corporation UNANIMOUSLY (with interested directors abstaining) determined, after receiving the recommendation of the Special Committee, that the Consideration to be received by the Shareholders is fair, from a financial point of view, and that the Arrangement is in the best interests of the Corporation, and UNANIMOUSLY (with interested directors abstaining) recommends that Shareholders VOTE FOR the Arrangement Resolution. It is a condition to the completion of the Arrangement that the Arrangement Resolution be approved at the Meeting.

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To become effective, the Arrangement Resolution must be approved at the Meeting by at least: (i) 66 2/3% of the votes cast by the Shareholders present in person or by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person or by proxy and entitled to vote at the Meeting, excluding the votes cast in respect of Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

In approving the Arrangement and making its recommendation, the Board considered a number of factors as described in the Information Circular under the heading "The Arrangement – Determinations and Recommendations of the Special Committee and the Board".

See "General Information Concerning the Meeting and Voting" in the Information Circular for detailed instructions on how to attend and vote at the Meeting.

Specific details of the matters proposed to be put before the Meeting are set forth in the Information Circular that accompanies this Notice of Special Meeting. A copy of the Information Circular, form of proxy, a form of letter of transmittal and a return envelope accompanies this Notice of Special Meeting. In order for registered Shareholders to receive the Consideration in cash per Share held, they must complete, sign and return the letter of transmittal together with their certificate(s) representing such Shareholders' Share and any other required documents and instruments to the depository named in the letter of transmittal, in accordance with the procedures set out therein.

Your vote is important regardless of the number of Shares you own. Only registered Shareholders ("Registered Shareholders"), or the persons they appoint as their proxyholders, are permitted to vote at the Meeting. Registered Shareholders who are unable to attend the Meeting or any postponement or adjournment thereof in person are requested to complete, date, sign and return the enclosed form of proxy to the Corporation c/o TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, Ontario, M5H 4H1, Canada, Attention: Proxy Dept., at least 48 hours, excluding Saturdays, Sundays and holidays, before the time of the Meeting or any adjournment or postponement thereof. In this case, assuming no adjournment or postponement, the proxy cut-off time is on December 9, 2025 at 11:00 a.m. (Toronto time) (provided that the time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice). Alternatively, you may submit your vote via the internet at www.voteproxyonline.com. Please do this as soon as possible. Voting by proxy will not prevent you from voting in person if you attend the Meeting and revoke your proxy, but will ensure that your vote will be counted if you are unable to attend.

Beneficial Shareholders who receive these materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form in accordance with the instructions provided by their broker or intermediary.

Pursuant to section 185 of the OBCA, as modified by the Plan of Arrangement (as defined in the Information Circular), the Interim Order, and any other order of the Court, Registered Shareholders have the right to dissent in respect of the Arrangement Resolution. If the Arrangement becomes effective, a Registered Shareholder who dissented in respect of the Arrangement Resolution (each, a "Dissenting Shareholder") is entitled to be paid the fair value of such Dissenting Shareholder's Shares, which fair value shall be determined as of the close of business on the business day before the Arrangement Resolution was adopted. This right is described in further detail in the Information Circular under the heading "Dissent Rights", and a complete copy of section 185 of the OBCA is included as an appendix to the Information Circular.

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Registered Shareholders who validly dissent from the Arrangement will be entitled to be paid the fair value of their Shares, subject to strict compliance with section 185 of the OBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court. The right to dissent is described in the Information Circular under the heading “Dissent Rights” and the text of the Interim Order is set forth in Appendix “E” to the Information Circular. Failure to comply strictly with the requirements set forth in section 185 of the OBCA, as modified, may result in the loss of any right of dissent. It is strongly suggested that any Registered Shareholders wishing to dissent seek independent legal advice.

If you have any questions about obtaining the Consideration to which you are entitled for your Shares under the Arrangement, including with respect to completing the applicable letter of transmittal, please contact TSX Trust Company, who will act as depositary under the Arrangement, at (416) 342-1091, toll-free in North America at 1 866-600-5869 or by email at tsxtis@tmx.com, or contact your professional advisor.

DATED the 10th day of November, 2025.

BY ORDER OF THE BOARD OF DIRECTORS
OF LONCOR GOLD INC.

(signed) “Arnold Kondrat”

Arnold Kondrat
Executive Chairman of the Board