Chinese mining group Chengtun Mining has agreed to acquire Canadian gold exploration company Loncor Gold in an all-cash transaction valued at C$261 million (about $186 million), gaining control of the Adumbi gold deposit in the Democratic Republic of Congo (DRC).

Loncor and Chengtun announced the definitive arrangement agreement on October 14, 2025. Under the terms, Chengtun will purchase all outstanding common shares of Loncor for C$1.38 per share.

The current proposal represents a 33% premium to Loncor’s 30-day volume-weighted average share price and a 16% premium to its closing price on the Toronto Stock Exchange (TSX) on October 10, 2025. The announcement did not specify if the offer was related to an unsolicited, non-binding bid Loncor received from a third-party investor three months ago.

Loncor holds an 84.68% stake in the Adumbi deposit, which is located in the Ngayu greenstone belt in northeastern DRC, with the Congolese state mining company Sokimo holding the remaining 10%. Adumbi's resources were estimated at 3.66 million ounces of gold in a 2021 preliminary economic assessment.

Deal Structure and Approvals

The agreement includes customary protective clauses, such as a non-solicitation clause and a "fiduciary out" provision that allows Loncor to accept a superior proposal, provided Chengtun is given the right to match the bid. The parties also agreed to reciprocal termination fees of C$10 million under certain conditions.

All outstanding Loncor stock options and warrants will be cashed out for an amount equal to the difference between the transaction consideration and the exercise price. Furthermore, Chengtun will provide Loncor with $3 million in repayable advances within 60 days of signing, intended for the Adumbi exploration program and general corporate needs.

The transaction will be implemented via a plan of arrangement under the Ontario Business Corporations Act and requires approval from two-thirds of Loncor shareholders, TSX acceptance, and necessary regulatory clearances. Closing is expected in the first quarter of 2026, after which Loncor shares will be delisted from the TSX.

Major Loncor shareholders, including Resolute Mining (18%) and Arnold Kondrat (17%), along with the entire board of directors, have signed support agreements, collectively representing about 38% of outstanding shares. The board, supported by a special committee of independent directors, deemed the offer fair and in the best interest of shareholders, with Stifel Canada providing a fairness opinion on the price.

Chengtun’s Expansion into Gold

The acquisition will mark Chengtun’s entry into the gold sector, adding the Adumbi deposit and potential development of other gold projects in the Ngayu belt, such as the Imbo project, to its portfolio.

Chengtun is already active in the DRC’s base metals sector through its subsidiary Congo Chengtun Mining, located in Kolwezi (Lualaba), which focuses on copper, cobalt, and nickel. Its Kalongwe project is expected to produce an estimated 22,600 tons of copper and 3,700 tons of cobalt annually, with plans for a hydrometallurgical plant to process the local ore.

‎Ronsard Luabeya