LONCF Loncor Gold Inc (QX)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 or 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of November 2023

Commission File Number 001-35124

LONCOR GOLD INC.
(Translation of registrant’s name into English)

4120 Yonge Street, Suite 304
Toronto, Ontario, Canada
M2P 2B8
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

Form 20-F [X]      Form 40-F [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):[   ]

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):[   ]

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LONCOR GOLD INC.
	/s/ Donat Madilo
Date: November 13, 2023	Donat Madilo
	Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit		Description
99.1		Interim Condensed Consolidated Financial Statements for the period ended September 30, 2023
99.2		Management's Discussion and Analysis for the period ended September 30, 2023
99.3		Form 52-109F2 Certification of Interim Filings Full Certificate - CEO
99.4		Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

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INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

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

 

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NOTICE TO READER

These interim condensed consolidated financial statements of Loncor Gold Inc. as at and for the three and nine months ended September 30, 2023 have been prepared by management of Loncor Gold Inc. The auditors of Loncor Gold Inc. have not audited or reviewed these interim condensed consolidated financial statements.

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Contents

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Interim Condensed Consolidated Statements of Financial Position	4
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss	5
Interim Condensed Consolidated Statements of Changes in Shareholders' Equity	6
Interim Condensed Consolidated Statements of Cash Flows	7
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. Corporate Information	8
2. Basis of Preparation	8
3. Summary of Significant Accounting Policies	9
4. Subsidiaries	10
5. Advances receivable and prepaid expenses	10
6. Related party transactions	11
7. Property, Plant and Equipment	12
8. Exploration and Evaluation Assets	12
9. Segmented Reporting	14
10. Accounts Payable	14
11. Loans	14
12. Share Capital	15
13. Share-Based Payments	17
14. Lease obligations	18
15. Financial risk management objectives and policies	19
16. Supplemental cash flow information	21
17. Employee retention allowance	22

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Loncor Gold Inc. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Expressed in U.S. dollars - unaudited)

	Notes		September 30, 2023			December 31, 2022
			$			$
Assets
Current Assets
Cash and cash equivalents			122,921			182,175
Advances receivable and prepaid expenses	5		441,250			360,176
Due from related parties	6		464,477			587,722
Total Current Assets			1,028,648			1,130,073
Non-Current Assets
Property, plant and equipment	7		1,258,954			1,109,920
Exploration and evaluation assets	8		39,991,391			40,648,721
Total Non-Current Assets			41,250,345			41,758,641
Total Assets			42,278,993			42,888,714
Liabilities and Shareholders' Equity
Current Liabilities
Accounts payable	10		463,485			494,591
Accrued liabilities			303,892			682,720
Due to related parties	6		-			10,933
Employee retention allowance	17		112,768			173,110
Lease obligation	14		79,989			-
Loans	11		147,459			308,899
Current Liabilities			1,107,593			1,670,253
Non-Current Liabilities
Lease obligation	14		122,244			-
Loans	11		-			26,759
Total Liabilities			1,229,837			1,697,012
Shareholders' Equity
Share capital	12		100,184,783			98,916,239
Reserves			12,504,868			12,137,446
Deficit			(71,640,495	)		(69,861,983	)
Total Shareholders' Equity			41,049,156			41,191,702
Total Liabilities and Shareholders' Equity			42,278,993			42,888,714
Common shares
Authorized			Unlimited			Unlimited
Issued and outstanding	12b		153,144,174			147,744,174

Going concern (Note 2b)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Loncor Gold Inc. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS (Expressed in U.S. dollars - unaudited)

			For the three months ended						For the nine months ended
	Notes		September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
			$			$			$			$
Expenses
Consulting, management and professional fees			123,210			314,558			375,696			954,054
Employee benefits			229,808			225,977			646,177			700,108
Office and sundry			30,878			22,910			137,288			128,139
Share-based payments	13		20,621			522			20,621			382,558
Travel and promotion			45,992			39,993			233,875			183,702
Depreciation	7, 14		20,749			43,430			48,896			130,332
Interest and bank expenses			2,255			3,154			7,565			8,075
Interest on lease obligation	14		3,262			279			8,015			2,214
Writeoff of receivable	6		-			-			291,026			-
Foreign exchange loss			2,132			88,624			14,138			112,670
Loss before other items			(478,907	)		(739,447	)		(1,783,297	)		(2,601,852	)
Interest and other income	5		979			13,646			4,785			41,633
Loss and comprehensive loss for the period			(477,928	)		(725,801	)		(1,778,512	)		(2,560,219	)
Loss per share, basic and diluted	12d		(0.00	)		(0.00	)		(0.01	)		(0.02	)
Weighted average number of shares - basic and diluted	12d		153,144,174			147,616,674			150,893,057			142,358,515

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Loncor Gold Inc. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (Expressed in U.S. dollars - unaudited)

		Common shares						Reserves			Deficit			Total shareholders' equity
		Number of shares			Amount
Balance at January 1, 2022		135,099,174		$	94,480,512		$	10,787,553		$	(66,933,241	)	$	38,334,824
Loss for the period		-			-			-			(2,560,219	)		(2,560,219	)
Common shares issued with warrants (Note 12b)		12,400,000			4,393,194			695,575			-			5,088,769
Issuance costs (Note 12b)		-			(94,518	)		(15,175	)		-			(109,693	)
Stock options exercised (Note 13)		245,000			137,051			(18,323	)		-			118,728
Share-based payments (Note 13)		-			-			692,972			-			692,972
Balance at September 30, 2022		147,744,174		$	98,916,239		$	12,142,602		$	(69,493,460	)	$	41,565,381
Loss for the period		-			-			-			(368,523	)		(368,523	)
Stock options exercised (Note 13)		-			-			-			-			-
Share-based payments (Note 13)		-			-			(5,156	)		-			(5,156	)
Balance at December 31, 2022		147,744,174		$	98,916,239		$	12,137,446		$	(69,861,983	)	$	41,191,702
Loss for the period		-			-			-			(1,778,512	)		(1,778,512	)
Common shares issued with warrants (Note 12b)		5,400,000			1,293,315			314,466			-			1,607,781
Issuance costs (Note 12b)		-			(24,771	)		(6,024	)		-			(30,795	)
Share-based payments (Note 13)		-			-			58,980			-			58,980
Balance at September 30, 2023		153,144,174		$	100,184,783		$	12,504,868		$	(71,640,495	)	$	41,049,156

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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Loncor Gold Inc. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in U.S. dollars - unaudited)

			For the three months ended						For the nine months ended
	Notes		September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
			$			$			$			$
Cash flows from operating activities
Loss for the period			(477,928	)		(725,801	)		(1,778,512	)		(2,560,219	)
Adjustments to reconcile loss to net cash used in operating activities
Depreciation			20,749			43,430			48,896			130,332
Share-based payments	13		49,463			69,690			58,980			692,972
Accretion expense on government loan	11		236			243			703			739
Interest on lease obligation	14		3,262			279			8,015			2,214
Changes in non-cash working capital
Advances receivable and prepaid expenses			64,839			(25,211	)		(81,074	)		(65,492	)
Due to/from related parties			(26,825	)		(10,782	)		51,665			(214,834	)
Employee retention allowance	17		(3,681	)		(10,879	)		305			(13,881	)
Accounts payable			85,771			137,777			(31,106	)		(693,152	)
Accrued liabilities			96,225			170,229			(378,828	)		109,559
Net cash used in operating activities			(187,889	)		(351,025	)		(2,100,956	)		(2,611,762	)
Cash flows from investing activities
Acquisition of property, plant and equipment			-			-			-			(31,039	)
Funds received from leasing agreement	8c		343,913			-			2,077,686			-
Expenditures on exploration and evaluation assets	8c		(352,670	)		(648,020	)		(1,371,475	)		(2,102,502	)
Net cash generated by (used in) investing activities			(8,757	)		(648,020	)		706,211			(2,102,502	)
Cash flows from financing activities
Proceeds from share issuances, net of issuance costs			-			77,637			1,576,986			5,097,804
Loans (repaid) received	11		(70,580	)		(1,668	)		(188,904	)		(2,126	)
Principal repayment of lease obligation	14		(22,539	)		(15,082	)		(52,591	)		(123,404	)
Due to related parties			-			(7,438	)		-			(58,143	)
Net cash (used in) provided from financing activities			(93,119	)		53,449			1,335,491			4,914,131
Net (decrease) increase in cash and cash equivalents during the period			(289,765	)		(945,596	)		(59,254	)		199,867
Cash and cash equivalents, beginning of the period			412,686			1,268,578			182,175			154,154
Cash and cash equivalents, end of the period			122,921			322,982			122,921			354,021

Supplemental cash flow information (Note 16)

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

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1. Corporate Information

Loncor Gold Inc. (the "Company" or "Loncor") is a corporation governed by the Ontario Business Corporations Act. In June 2021, the Company changed its name from Loncor Resources Inc. to Loncor Gold Inc. The principal business of the Company is the acquisition and exploration of mineral properties.

These interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2023 include the accounts of the Company and of its wholly owned subsidiaries in the Democratic Republic of the Congo (the "Congo"), Loncor Resources Congo SARL, and in Canada, Loncor Kilo Inc. Loncor Resources Congo SARL owns 100% of the common shares of Devon Resources SARL and 100% of Navarro Resources SARL.

Loncor Kilo Inc. owns 84.68% of the outstanding shares of Adumbi Mining S.A. ("Adumbi"), a company registered in the Congo which changed its name from KGL-Somituri SARL in January 2020, and 100% of the common shares of Kilo Isiro Atlantic Ltd (a British Virgin Islands company). Kilo Isiro Atlantic Ltd owns 100% of the shares of Isiro (Jersey) Limited which in turn owns 100% of the shares of KGL Isiro SARL in the Congo.

The Company is a publicly traded company whose outstanding common shares trade on the Toronto Stock Exchange, the OTCQX market in the United States and the Frankfurt Stock Exchange. The head office of the Company is located at 4120 Yonge Street, Suite 304, Toronto, Ontario, M2P 2B8, Canada.

2. Basis of Preparation

a) Statement of compliance

These interim condensed consolidated financial statements as at and for the three and nine month periods ended September 30, 2023 have been prepared in accordance with International Accounting Standard ("IAS") 34 'Interim Financial Reporting' ("IAS 34") using accounting policies consistent with the International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The disclosure contained in these interim condensed consolidated financial statements does not include all the requirements in IAS 1 Presentation of Financial Statements ("IAS 1"). Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements as at and for the year ended December 31, 2022, which include information necessary to understand the Company's business and financial statement presentation.

b) Going Concern

The Company incurred a net loss of $477,928 and $1,778,512 for the respective three and nine months ended September 30, 2023 (three and nine months ended September 30, 2022 - $725,801 and $2,560,219 respectively) and as at September 30, 2023 had working capital deficit of $78,945 (December 31, 2022 - working capital deficit of $540,180).

The recoverability of the amount shown for exploration and evaluation assets is dependent upon the existence of economically recoverable reserves, the ability of the Company to obtain financing to continue to perform exploration activity or complete the development of the properties where necessary, or alternatively, upon the Company's ability to recover its incurred costs through a disposition of its interests, all of which are uncertain.

In addition, if the Company raises additional funds by issuing equity securities, then existing security holders will likely experience dilution, and the incurring of indebtedness would result in increased debt service obligations and could require the Company to agree to operating and financial covenants that would restrict its operations. Any failure on its part to raise additional funds on terms favourable to the Company or at all, may require the Company to significantly change or curtail its current or planned operations in order to conserve cash until such time, if ever, that sufficient proceeds from operations are generated, and could result in the Company not taking advantage of other available business opportunities.

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In the event the Company is unable to identify recoverable resources, receive the necessary permitting, or arrange appropriate financing, the carrying value of the Company's assets and liabilities could be subject to material adjustment. These matters create material uncertainties that cast significant and substantial doubt upon the validity of the going concern assumption.

These interim condensed consolidated financial statements do not include any additional adjustments to the recoverability and classification of certain recorded asset amounts, classification of certain liabilities and changes to the statements of loss and  comprehensive loss that might be necessary if the Company was unable to continue as a going concern.

c) Basis of measurement

These interim condensed consolidated financial statements have been prepared on the historical cost basis, except for certain financial assets and liabilities which are presented at fair value. These interim condensed consolidated financial statements have also been prepared on an accrual basis, except for cash flow information.

3. Summary of Significant Accounting Policies

The accounting policies set out below have been applied consistently by all group entities and to all periods presented in these interim condensed consolidated financial statements, unless otherwise indicated.

a) Basis of Consolidation

i. Subsidiaries

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as ability to offset these returns through the power to direct the relevant activities of the entity. This control is generally evidenced through owning more than 50% of the voting rights or currently exercisable potential voting rights of a company's share capital. The financial statements of subsidiaries are included in the consolidated financial statements of the Company from the date that control commences until the date that control ceases. Consolidation accounting is applied for all of the Company's wholly-owned subsidiaries (see note 4).

ii. Transactions eliminated on consolidation

Inter-company balances, transactions, and any unrealized income and expenses, are eliminated in preparing the consolidated financial statements.

Unrealized gains arising from transactions with associates are eliminated against the investment to the extent of the Company's interest in the investee. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.

b) Use of Estimates and Judgments

The preparation of these interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates

c) New Accounting Standard Not Yet Adopted

IAS 1 - Presentation of Financial Statements

On January 23, 2020, the IASB issued an amendment to IAS 1 Presentation of Financial Statements providing a more general approach to the classification of liabilities. The amendment clarifies that the classification of liabilities as current or noncurrent depends on the rights existing at the end of the reporting period as opposed to the expectations of exercising the right for settlement of the liability. The amendments further clarify that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendments are effective for annual periods beginning on or after January 1, 2024 and are to be applied retrospectively, with early adoption permitted. The Company is assessing the financial impact of the amendment on its consolidated financial statements.

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4. Subsidiaries

 The following table lists the Company's direct and indirect subsidiaries:

5. Advances receivable and prepaid expenses

In connection with the acquisition of Loncor Kilo Inc. in September 2019, the Company provided to Kilo Goldmines Ltd. an unsecured loan in the principal amount of  $48,074 (Cdn$65,000) bearing interest of 8% per annum and repayable on demand. For the period ended September 30, 2023, the interest accrued on the loan was $15,415 (December 31, 2022 - $12,516).

Other receivables and employee advances of $68,725, are non-interest bearing, unsecured and due on demand (December 31, 2022 - $23,629).

As at September 30, 2023, the Company recorded $14,837 (December 31, 2022 - $26,389) of Harmanized Sales Tax receivable from the goverment of Canada on the purchases of goods and services used by the Company.

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6. Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation, and are not disclosed in this note.

a) Key Management Remuneration

Key management includes directors (executive and non-executive), the Executive Chairman of the Board, the Chief Executive Officer ("CEO"), the Chief Financial Officer, and the senior executives reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and nine months ended September 30, 2023 and September 30, 2022 was as follows:

b) Other Related Party Transactions

As at September 30, 2023, an amount of $30,389 relating to advances provided by the Company was due from Arnold Kondrat ("Mr. Kondrat"), the Executive Chairman and a director of the Company (December 31, 2022 - $10,933 was due by the Company to Mr.Kondrat related to salary and advances to the Company). Total amount paid or accrued to Mr. Kondrat for the three and nine months ended September 30, 2023 was $62,500 and $187,500 respectively (three and nine months ended September 30, 2022 - $62,500 and $187,000 respectively).

As at September 30, 2023, an amount of $190,748 was due from Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2022 - $393,183). In June 2023 the Company wrote off $291,026 representing a share of common expenses previously recorded to Gentor Resources Inc.

As at September 30, 2023, an amount of $243,340 was due from KGL Resources Ltd. (a company with a common officer) related to common expenses (December 31, 2022 - $194,539).

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

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7. Property, Plant and Equipment

The Company's property, plant and equipment are summarized as follows:

		Furniture & fixtures			Office & Communication equipment			Vehicles			Land and Building			Field camps and equipment			Right-of-use asset			Leasehold improvements			Total
		$			$			$			$			$			$			$			$
Cost
Balance at January 1, 2022		151,786			29,422			11,708			343,528			1,037,342			687,957			84,906			2,346,649
Additions		-			2,896			-			31,039			-			-			-			33,935
Balance at December 31, 2022		151,786			32,318			11,708			374,567			1,037,342			687,957			84,906			2,380,584
Additions		-			-			-			-			-			246,809			-			246,809
Disposals		-			-			-			-			-			(687,957	)		-			(687,957	)
Balance at September 30, 2023		151,786			32,318			11,708			374,567			1,037,342			246,809			84,906			1,939,436
Accumulated Depreciation
Balance at January 1, 2022		145,206			26,722			11,708			26,861			236,263			545,549			84,906			1,077,215
Additions		6,580			3,247			-			14,455			26,759			142,408			-			193,449
Balance at December 31, 2022		151,786			29,969			11,708			41,316			263,022			687,957			84,906			1,270,664
Additions		-			905			-			12,731			36,148			47,991			-			97,775
Disposals		-			-			-			-			-			(687,957	)		-			(687,957	)
Balance at September 30, 2023		151,786			30,874			11,708			54,047			299,170			47,991			84,906			680,482
Book Value
Balance at January 1, 2022		6,580			2,700			-			316,667			801,079			142,408			-			1,269,434
Balance at December 31, 2022		-			2,349			-			333,251			774,320			-			-			1,109,920
Balance at September 30, 2023		-			1,444			-			320,520			738,172			198,819			-			1,258,954

During the nine months ended September 30, 2023, depreciation in the amount of $48,896 (nine months ended September 30, 2022 - $24,097) was capitalized to exploration and evaluation assets.

8. Exploration and Evaluation Assets

		North Kivu			Ngayu			Imbo			Total
Cost
Balance as at January 1, 2022	$	10,621,366		$	17,707,547		$	9,792,812		$	38,121,725
Additions		-			190,820			2,421,176			2,611,996
Incidental revenues (Note 8c)		-			-			(235,000	)		(235,000	)
Balance as at December 31, 2022	$	10,621,366		$	17,898,367		$	11,978,988		$	40,498,721
Additions		-			177,749			1,242,607			1,420,356
Incidental revenues (Note 8c)		-			-			(2,077,686	)		(2,077,686	)
Balance as at September 30, 2023	$	10,621,366		$	18,076,116		$	11,143,909		$	39,841,391

There is $150,000 of intangible exploration and evaluation expenditures as at September 30, 2023 (December 31, 2022 - $150,000). These Intangible exploration and evaluation assets are in relation to mineral rights acquired with respect to the Ngayu properties ($150,000). The intangibles have not been included in the table above. 

The Company's exploration and evaluation assets are subject to renewal of the underlying permits and rights and government royalties.

a. North Kivu

The North Kivu project is situated in the North Kivu Province in eastern Congo to the northwest of Lake Edward and consists of various exploration permits. All of these exploration permits are currently under force majeure due to the poor security situation, affecting the Company's ability to carry out the desired exploration activities.  The duration of the event of force majeure is added to the time limit for execution of obligations under the permits. Exploration estimates to date have not advanced to the stage of being able to identify the quantity of possible resources available for potential mining. Under force majeure, the Company has no tax payment obligations and does not lose tenure of mining titles until force majeure is lifted.

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b. Ngayu

The Ngayu project consists of various exploration permits and is found within the Tshopo Province in the northeast of the Congo, approximately 270 kilometers northeast of Kisangani. The Ngayu project covers part of the Ngayu Archaean greenstone belt which is one of a number of greenstone belts in the north-east Congo Archaeancraton that includes the Kilo and Moto greenstone belts. These Archaean greenstone belts are the northwestern extensions of the Lake Victoria greenstone belt terrain that hosts a number of world class gold deposits including Geita and Bulyanhulu.

In 2015, due to a decrease in gold prices coupled with the reduction of the exploration budget, the Company conducted an impairment analysis whereby the carrying value of the Ngayu exploration and evaluation asset as at December 31, 2015 was assessed for possible impairment. The asset's recoverable amount was calculated applying a fair value of $15 per ounce of gold in the ground, which was provided by a valuation analysis of an independent report on similar African exploration companies, to the Ngayu project's Makapela estimated mineral resource. Since the carrying value of the asset was determined to be higher than its recoverable amount, an impairment loss of $2,300,000 was recorded during the year ended December 31, 2015.  As at December 31, 2022 and 2021, the Company conducted an analysis of various factors and determined that there was no further impairment recognized by IFRS 6, and no evidence to support an impairment reversal. As at September 30, 2023, the Company determined that no impairment charge or gain was required.

c. Adumbi

The Adumbi properties consist of two (2) mining licenses valid until 2039 and which cover an area of 361 square kilometers within the Archaean Ngayu Greenstone Belt in the Ituri and Haut Uele provinces in north eastern Congo. The Company's interest in the Adumbi properties was acquired in September 2019 through an agreement with Resolute (Treasury) Pty Ltd, Kilo Goldmines Ltd. and Kilo Goldmines Inc. The two mining licenses (Exploitation permits) are registered in the name of Adumbi, a company incorporated under the laws of the Congo in which the Company holds a 84.68% interest and the minority partners hold 15.32% (including a 10% free carried interest owned by the government of the Congo).

Under an agreement signed in April 2010 with the minority partners of Adumbi, the Company's subsidiary Loncor Kilo Inc. agreed to finance all activities of Adumbi, until the filing of a bankable feasibility study, by way of loans which bear interest at the rate of 5% per annum. Within thirty days of the receipt of a bankable feasibility study, the minority partners may collectively elect to exchange their equity participation for either a 2% net smelter royalty, or a 1% net smelter royalty plus an amount equal to 2 Euros per ounce of proven mineral reserves.

The Company has a leasing agreement with Ding Sheng Services S.A.R.L. ("Ding Sheng") that permits Ding Sheng to mine the non-strategic alluvial potential to the south of Adumbi, with a focus on the gravels bordering the Imbo River.  As consideration for the award of the lease, Ding Sheng paid Loncor a total of $1,250,000, with Loncor receiving a further 25% of future revenue generated, after deducting $1,000,000 from Loncor's attributable revenues from production. During the period ended September 30, 2023, under the lease agreement, Loncor's attributable revenues from production was $2,077,686  of which the $1,000,000 advance was applied against.

d. Isiro

The Isiro properties consist of eleven (11) exploration permits registered in the name of KGL-Isiro SARL and covering an area of 1,884 square kilometers in the province of Haut Uele, in north eastern Congo. The Company owns through Loncor Kilo Inc. 100% of the common shares of Kilo Isiro Atlantic Ltd. Kilo Isiro Atlantic Ltd owns 100% of the shares of Isiro (Jersey) Limited, which in turn owns 100% of the shares in KGL-Isiro SARL (a company registered in the Congo).

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The KGL Isiro SARL permits were put under force majeure with effect from February 14, 2014 pending resolution of a court action involving these properties and their expiry is extended by the period of force majeure.

9. Segmented Reporting

The Company has one operating segment: the acquisition, exploration and development of precious metal projects located in the Congo. The operations of the Company are located in two geographic locations, Canada and the Congo. Geographic segmentation of non-current assets is as follows:

10. Accounts Payable

The following table summarizes the Company's accounts payable:

11. Loans

In August 2022, the Company received a loan from Equity Banque Commerciale du Congo SA in the amount of $300,000. The loan is unsecured and bears an interest rate of 18% per annum. During the period ended September 30, 2023, interest of $27,059 was accrued on the loan and was capitalized to exploration and evaluation assets (December 31, 2022 - $8,899). As of September 30, 2023 the balance of the loan was $119,958.

In May 2020, the Company received a $29,352 (Cdn$40,000) line of credit ("CEBA LOC") from Toronto-Dominion Bank under the Canada Emergency Business Account ("CEBA") program funded by the Government of Canada. The CEBA LOC is non-interest bearing and can be repaid at any time without penalty.

On January 1, 2021, the outstanding balance of the CEBA LOC automatically converted to a 2-year interest free term loan ("CEBA Term Loan"). The CEBA Term Loan may be repaid at any time without notice or the payment of any penalty. If 75% of the CEBA Term Loan is repaid on or before December 31, 2023, the repayment of the remining 25% of such CEBA Term Loan shall be forgiven. The amount of the CEBA Term Loan outstanding on January 1, 2024 shall bear an interest rate of 5% per annum and shall be repayable in full by December 31, 2025.

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The Company recorded the CEBA LOC upon initial recognition at its fair value of $24,146 (Cdn$32,906) using an effective interest rate of 3.45%. The difference of $5,206 (Cdn$7,094) between the fair value and the total amount of CEBA LOC received has been recorded as a fair value gain on loans advanced in the consolidated statement of loss and comprehensive loss. During the three and nine months ended September 30, 2023, interest of $236 (Cdn$313) and $703 (Cdn$939) has been accreted on the CEBA LOC and is included within "interest and bank expenses" in the consolidated statement of loss and comprehensive loss (three and nine months ended September 30, 2022: $248 (Cdn$313) and $737 (Cdn$939)).

As at September 30, 2023, the CEBA LOC is valued at $27,501 (Cdn$37,183) (December 31, 2022 - $26,759 (Cdn$34,992)).

12. Share Capital

a) Authorized

The authorized share capital of the Company consists of unlimited number of common shares and unlimited number of preference shares, issuable in series, with no par value. All shares issued are fully paid.

The holders of common shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and shall have one vote for each common share held at all meetings of shareholders of the Company, except for meetings at which only holders of another specified class or series of shares are entitled to vote separately as a class or series. Subject to the prior rights of the holders of the preference shares or any other share ranking senior to the common shares, the holders of the common shares are entitled to (a) receive any dividend as and when declared by the board of directors, out of the assets of the Company properly applicable to payment of dividends, in such amount and in such form as the board of directors may from time to time determine, and (b) receive the remaining property of the Company in the event of any liquidation, dissolution or winding up of the Company.

The Company may issue preference shares at any time and from time to time in one or more series with designations, rights, privileges, restrictions and conditions fixed by the board of directors. The preference shares of each series are ranked on parity with the preference shares of every series and are entitled to priority over the common shares and any other shares of the Company ranking junior to the preference shares, with respect to priority in payment of dividends and the return of capital and the distribution of assets of the Company in the event of liquidation, dissolution or winding up of the Company.

b) Issued share capital

The following table summarizes the Company's issued common shares:

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In February 2022, the Company completed a non-brokered private placement of 5,650,000 units of the Company at a price of Cdn$0.55 per unit for gross proceeds of $2,447,236 (Cdn$3,107,500) and issuance costs of $47,036 (Cdn$59,728). Each such unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company, with each whole common share purchase warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.75 for a period of 24 months following the closing date of the issuance of the units.

In March 2022, stock options to purchase 75,000 common shares of the Company were exercised for gross proceeds of $51,045 (Cdn$65,216). 

In June 2022, the Company completed a non-brokered private placement financing of 6,750,000 units of the Company  at a price of Cdn$0.50 per unit for gross proceeds of $2,641,613 (Cdn$3,375,000) and issuance costs of $47,482 (Cdn$60,665). Each such unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company, with each whole common share purchase warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.75 for a period of 24 months following the closing date of the issuance of the units.

In August 2022, stock options to purchase 85,000 common shares of the Company were exercised for gross proceeds of $39,423 (Cdn$56,498).  In September 2022, stock options to purchase 85,000 common shares of the Company were exercised for gross proceeds of $38,214 (Cdn$56,498). 

In May 2023, the Company completed a non-brokered private placement financing of 5,400,000 units of the Company  at a price of Cdn$0.40 per unit for gross proceeds of $1,607,781 (Cdn$2,160,000) and issuance costs of $30,795 (Cdn$41,372). Each such unit consisted of one common share of the Company and one common share purchase warrant of the Company, with each such warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.60 for a period of 24 months following the closing date of the issuance of the units.

As of September 30, 2023, the Company had issued and outstanding 153,144,174 common shares (December 31, 2022 - 147,744,174). No preference shares are issued and outstanding.

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c) Common share purchase warrants

The following table summarizes the Company's common share purchase warrants outstanding as at September 30, 2023:

As at September 30, 2023, the Company had outstanding 11,648,540 common share purchase warrants (December 31, 2022 - 6,248,540).

During the nine months ended September 30, 2023, the Company issued 5,400,000 common share purchase warrants in connection with the April and May 2023 private placement financings, with issurance costs of $6,024 (Cdn$8,093). No warrants expired unexercised.

During the year ended December 31, 2022 the Company issued 2,825,000 common share purchase warrants and 48,540 finder warrants in connection with the February 2022 private placement financing, with issuance costs of $9,205 (Cdn$11,689), and 3,375,000 common share purchase warrants in connection with the June 2022 private placement financing. In addition, 7,984,241 warrants expired unexercised.

The value of the warrants was calculated using the Black-Scholes model and the assumptions at grant date and period

end date were as follows:

(i) Risk-free interest rate: 1.45.% - 3.70%, which is based on the Bank of Canada benchmark bonds yield 2 year rate

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

(ii) Expected volatility: 55.23% - 75.03%, which is based on the Company's historical stock prices

(iii) Expected life: 2 year

(iv) Expected dividends: $Nil

d) Loss per share

Basic and diluted loss per share was calculated on the basis of the weighted average number of common shares outstanding for the three and nine months ended September 30, 2023 amounting to 153,144,174 and 150,893,057 (three and nine months ended September 30, 2022 - 147,616,674 and 142,358,515) common shares respectively. Stock options and warrants were considered anti-dilutive and therefore were excluded from the calculation of diluted loss per share.

13. Share-Based Payments

The Company has an incentive Stock Option Plan under which non-transferable options to purchase common shares of the Company may be granted to directors, officers, employees or consultants of the Company or any of its subsidiaries.  No amounts are paid or payable by the recipient on receipt of the option, and the exercise of the options granted is not dependent on any performance-based criteria. In accordance with these programs, options are exercisable at a price not less than the last closing price of the shares at the grant date.

Under this Stock Option Plan, unless otherwise determined by the board at the time of the granting of the options, 25% of the options granted vest on each of the 6 month, 12 month, 18 month and 24 month anniversaries of the grant date.  As per the determination of the board, (a) the stock options granted on June 24, 2019, December 6, 2019, January 14, 2020, March 15, 2021, September 3, 2021, September 29, 2021, March 14, 2022, June 14, 2022, May 29, 2023, July 7, 2023 and certain stock options granted on September 15, 2020 fully vested on the 4 month anniversary of the grant date, and (b) 50% of the stock granted on April 15, 2022 vested on the grant date and the remaining 50% of such stock options vested on the 5 month anniversary of the grant date, and (c) other stock options granted on September 15, 2020 and all of the stock options granted October 1, 2021 vested on the grant date.

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The following tables summarize information about stock options:

During the three and nine months ended September 30, 2023, the Company recognized in the statement of loss and comprehensive loss as share-based payments expense of $20,621 (three and nine months ended September 30, 2022 - $522 and $382,558 respectively) representing the vesting of the fair value at the date of grant of stock options previously granted to employees, directors and officers under the Company's Stock Option Plan.

For the three and nine months ended September 30, 2023, the Company recognized $28,842 and $38,359 representing the vesting of fair value at the date of grant of stock options previously granted to consultants, which was recorded under consulting, management and professional fees in the interim condensed consolidated statements of loss and comprehensive loss (three and nine months ended September 30, 2022 - $69,168 and $224,329). In addition, an amount of $nil for the three and nine months ended September 30, 2023 (three and nine months ended September 30, 2022 - $nil and $86,085 respectively) related to stock options issued to employees of the Company's subsidiary in the Congo was capitalized to exploration and evaluation assets.

The value of the options was calculated using the Black-Scholes model and the assumptions at grant date and period end date were as follows: 

(i) Risk-free interest rate: 0.26% - 4.45%, which is based on the Bank of Canada benchmark bonds yield 2 to 3 year rate in effect at the time of grant for bonds with maturity dates at the estimated term of the options

(ii) Expected volatility: 55.80% - 101.24%, which is based on the Company's historical stock prices

(iii) Expected life: 0.5 - 3 years

(iv) Expected dividends: $Nil

14. Lease obligations

The Company has a lease agreement for the head office location in Toronto, Canada with a monthly basic rent obligation of aproximately $4,059 (Cdn $5,525) starting March 1, 2023 for a 3 year term.

On March 1, 2023, the Company recognized a right-of-use asset and a lease liability of $246,809 (Cdn $335,068) for its office lease agreement. The right-of-use asset is being amortized on a straight-line basis over the lease term. The discount rate used to revalue the lease liability was 5.89%. As at September 30, 2023, the undiscounted cash flows for this office lease agreement to February 28, 2026 were $202,233.

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Changes in the lease obligation for the nine months ended September 30, 2023 and year ended December 31, 2022 were as follows:

For the three and nine months ended September 30, 2023, the Company recognized lease revenues of $nil and $1,895, respectively in the interim condensed consolidated statements of loss and comprehensive loss from its sub-lease arrangement with Gentor Resources Inc. (three and nine months ended September 30, 2022 - $12,867 and $38,600, respectively). The Company has an exploration office lease in Congo, which can be cancelled with three months notice in advance without any penalty. For the three and nine months ended September 30, 2023, the lease expense in the amount of $5,100 and $15,300 respectively (three and nine months ended September 30, 2022 - $5,100 and $15,300) in relation to the Congo office, was capitalized to exploration and evaluation assets.

15. Financial risk management objectives and policies

a) Fair value of financial assets and liabilities

The consolidated statements of financial position carrying amounts for cash and cash equivalents, advances receivable and prepaid expenses, amounts due to/from related parties, accounts payable, accrued liabilities and the employee retention allowance approximate fair value due to their short-term nature. 

Fair value hierarchy

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Level 1, 2 and 3 during the reporting period. Cash and cash equivalents are ranked Level 1 as the market value is readily observable. The carrying value of cash and cash equivalents approximates fair value, as maturities are less than three months.

b) Risk Management Policies

The Company is sensitive to changes in commodity prices and foreign-exchange. The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. Although the Company has the ability to address its price-related exposures through the use of options, futures and forward contracts, it does not generally enter into such arrangements.

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c) Foreign Currency Risk

Foreign currency risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company's operations and financial results. A portion of the Company's transactions are denominated in Canadian dollars. The Company is also exposed to the impact of currency fluctuations on its monetary assets and liabilities.  Significant foreign exchange gains or losses are reflected as a separate item in the consolidated statement of loss and comprehensive loss. The Company does not use derivative instruments to reduce its exposure to foreign currency risk.

The following table indicates the impact of foreign currency exchange risk on net working capital as at September 30, 2023 and December 31, 2022. The table below provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar which would have increased (decreased) the Company's net loss by the amounts shown in the table below. A 10 percent weakening of the US dollar against the Canadian dollar would have had the equal but opposite effect as at September 30, 2023 and December 31, 2022.

		September 30, 2023			December 31, 2022
		Canadian dollar			Canadian dollar
Cash and cash equivalents		135,512			18,867
Advances receivable and prepaids		348,795			373,964
Accounts payable and accrued liabilities		(780,114	)		(601,665	)
Due from related parties		636,182			810,109
Due to related parties		-			(16,729	)
Employee retention allowance		(152,471	)		(234,471	)
Loans		(37,183	)		(36,344	)
Total foreign currency financial assets and liabilities		150,721			313,731
Foreign exchange closing rate		0.7396			0.7383
Total foreign currency financial assets and liabilities in US $		111,473			231,628
Impact of a 10% strengthening of the US $ on net loss		11,147			23,163

d) Credit Risk

Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents and advances receivable and prepaid expenses. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand.  It is therefore the Company's opinion that such credit risk is subject to normal industry risks and is considered minimal. The credit risk of advances receivable is, in management opinion, normal given ongoing relationships with those debtors.

The Company limits its exposure to credit risk on any investments by investing only in securities rated R1 (the highest rating) by credit rating agencies such as the DBRS (Dominion Bond Rating Service).  Management continuously monitors the fair value of any investments to determine potential credit exposures. Short-term excess cash is invested in R1 rated investments including money market funds and other highly rated short-term investment instruments.  Any credit risk exposure on cash balances is considered negligible as the Company places deposits only with major established banks in the countries in which it carries on operations.

The carrying amount of financial assets represents the maximum credit exposure.  The Company's gross credit exposure at September 30, 2023 and December 31, 2022 was as follows:

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e)  Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner. Temporary surplus funds of the Company are invested in short-term investments. The Company arranges the portfolio so that securities mature approximately when funds are needed. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company's liquidity requirements are met through a variety of sources, including cash and cash equivalents and equity capital markets. All financial obligations of the Company including accounts payable of $463,485, accrued liabilities of $303,892, due to related parties of $nil, employee retention allowance of $112,768, lease obligation of $79,989 and the current portion of loans of $147,459 are due within one year.

f) Mineral Property Risk

The Company's operations in the Congo are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Company's activities or may result in impairment in or loss of part or all of the Company's assets.

g) Capital Management

The Company manages its common shares, warrants and stock options as capital. The Company's policy is to maintain sufficient capital base in order to meet its short term obligations and at the same time preserve investors' confidence required to sustain future development of the business.

The Company's capital management objectives, policies and processes have remained unchanged during the nine months ended September 30, 2023 and year ended December 31, 2022.

The Company is not subject to any capital requirements imposed by a lending institution or regulatory body, other than the Toronto Stock Exchange ("TSX") which requires adequate working capital or financial resources such that, in the opinion of TSX, the listed issuer will be able to continue as a going concern. TSX will consider, among other things, the listed issuer's ability to meet its obligations as they come due, as well as its working capital position, quick asset position, total assets, capitalization, cash flow and earnings as well as accountants' or auditors' disclosures in the consolidated financial statements regarding the listed issuer's ability to continue as a going concern.

16. Supplemental cash flow information

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

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17. Employee retention allowance

The following table summarizes information about changes to the Company's employee retention provision during the nine months ended September 30, 2023. 

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MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THIRD QUARTER ENDED
SEPTEMBER 30, 2023

The following management's discussion and analysis ("MD&A"), which is dated as of November 13, 2023, provides a review of the activities, results of operations and financial condition of Loncor Gold Inc. (the "Company" or "Loncor") as at and for the three and nine month periods ended September 30, 2023, as well as future prospects of the Company. This MD&A should be read in conjunction with the unaudited interim condensed consolidated financial statements of the Company as at and for the three and nine month periods ended September 30, 2023 (the "Third Quarter Financial Statements"), together with the MD&A and audited consolidated financial statements as at and for the year ended December 31, 2022. As the Company's consolidated financial statements are prepared in United States dollars, all dollar amounts in this MD&A are expressed in United States dollars unless otherwise specified. Additional information relating to the Company, including the Company's annual information form dated March 31, 2023, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Forward-Looking Statements

The following MD&A contains forward-looking statements. All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding mineral resource estimates, potential mineral resource increases, exploration results, future exploration and development, potential mineral resources, results of the Adumbi deposit Preliminary Economic Assessment ("PEA"), potential underground mineral resources, potential mineralization and future plans and objectives of the Company) are forward-looking statements. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, the possibility that actual circumstances will differ from the estimates and assumptions used in the Adumbi PEA, the possibility that drilling or development programs will be delayed, risks related to the exploration stage of the Company's mineral properties, uncertainties relating to the availability and costs of financing needed in the future, the possibility that future exploration (including drilling) or development results will not be consistent with the Company's expectations, changes in equity markets, changes in gold prices, failure to establish estimated mineral resources (the Company's mineral resource figures are estimates and no assurances can be given that the indicated levels of gold will be produced), fluctuations in currency exchange rates, inflation, political developments in the Democratic Republic of the Congo (the "DRC"), changes to regulations affecting the Company's activities, delays in obtaining or failure to obtain required project approvals, the uncertainties involved in interpreting geological data, and the other risks involved in the mineral exploration business. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be placed on such statements due to the inherent uncertainty therein.

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General

Loncor is a Canadian gold exploration company focussed on the Ngayu Greenstone Gold Belt in the northeast of the DRC.  The Loncor team has over two decades of experience of operating in the DRC.  Loncor's growing resource base in the Ngayu Belt currently comprises the Imbo and Makapela Projects.  At the Imbo Project, the Adumbi deposit holds an indicated mineral resource of 1.88 million ounces of gold (28.185 million tonnes grading 2.08 g/t gold), and the Adumbi deposit and two neighbouring deposits hold an inferred mineral resource of 2.090 million ounces of gold (22.508 million tonnes grading 2.89 g/t Au), with 84.68% of these resources being attributable to Loncor via its 84.68% interest in the Imbo Project.  Following a drilling program carried out by the Company at the Adumbi deposit in 2020-2021, the Company completed a Preliminary Economic Assessment ("PEA") of the Adumbi deposit and announced the results of the PEA in December 2021. The Makapela Project (which is 100%-owned by Loncor and is located approximately 50 kilometres from the Imbo Project) has an indicated mineral resource of 614,200 ounces of gold (2.20 million tonnes grading 8.66 g/t Au) and an inferred mineral resource of 549,600 ounces of gold (3.22 million tonnes grading 5.30 g/t Au). 

The Company also has, through a DRC subsidiary or under option from third parties, 46 mineral exploration permits with respect to properties in North Kivu province of the DRC. All of the 46 North Kivu exploration permits are currently under force majeure due to the poor security situation in North Kivu province.

In May 2023, the Company closed a non-brokered private placement financing of 5,400,000 units of the Company at a price of Cdn$0.40 per unit for gross proceeds of Cdn$2,160,000. Each such unit consisted of one common share of the Company and one common share purchase warrant of the Company, with each such warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.60 for a period of 24 months following the closing date of the issuance of the units. The Company intends to use the proceeds from this financing for general corporate purposes and working capital.

In a press release dated February 21, 2023, Loncor announced that it has concluded a leasing agreement with Ding Sheng Services S.A.R.L. ("Ding Sheng") that permits Ding Sheng to mine the non-strategic alluvial potential to the south of Adumbi, with a focus on the gravels bordering the Imbo River.  As consideration for the award of the lease, Ding Sheng paid Loncor a total of $1.25 million, with Loncor receiving a further 25% of future revenue generated, after deducting $1 million from Loncor's attributable revenues from production. 

In July 2022, the Company announced that it has applied for an Exploitation Permit ("Mining Permit") for the potential development of the Company's Makapela Project. Makapela has an indicated mineral resource of 614,200 ounces of gold (2.20 million tonnes grading 8.66 g/t Au) and an inferred mineral resource of 549,600 ounces of gold (3.22 million tonnes grading 5.30 g/t Au) at a 2.75 g/t Au cut-off. The Makapela Project is owned 100% by Loncor and is located approximately 50 kilometres from its flagship Adumbi deposit which already has a Mining Permit. The PEA of the Adumbi deposit, the results of which were announced by Loncor in December 2021, did not include the Makapela deposit. The Company provided updates on the progress of the Mining Permit application in press releases dated November 17, 2022 and February 21, 2023.

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In June 2022, the Company closed a non-brokered private placement financing of 6,750,000 units of the Company at a price of Cdn$0.50 per unit for gross proceeds of Cdn$3,375,000. Each such unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company, with each whole common share purchase warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.75 for a period of 24 months following the closing date of the issuance of the units. The proceeds from this financing were used for continued development of the Company's Adumbi and Makapela gold deposits and for general corporate purposes.

In a press release dated April 27, 2022, the Company announced that its previously reported discussions with potential strategic partners with respect to the development of Loncor's gold deposits were continuing. In November 17, 2022, February 21, 2023 and March 28, 2023 press releases, the Company reported that such discussions were continuing.

In February 2022, the Company closed a non-brokered private placement of 5,650,000 units of the Company at a price of Cdn$0.55 per unit for gross proceeds of Cdn$3,107,500. Each such unit consisted of one common share of the Company and one-half of one common share purchase warrant of the Company, with each whole common share purchase warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.75 for a period of 24 months following the issuance of the units. The proceeds from this financing were used for continued development of the Company's Adumbi and Makapela gold deposits and for general corporate purposes.

In January 2022, the Company filed on SEDAR a National Instrument 43-101 technical report relating to the Preliminary Economic Assessment ("PEA") of the Company's Adumbi gold deposit. Reference is made to the Company's December 15, 2021 and January 31, 2022 press releases for the results of the PEA. Based on the positive results of the PEA, further work is warranted at Adumbi to advance the project up the value curve by completing follow up feasibility studies on the project.

Qualified Person

Peter N. Cowley, a director and President of the Company and a "qualified person" as such term is defined in National Instrument 43-101, has reviewed and approved the technical information in this MD&A.

Technical Reports

Additional information with respect to the Company's Adumbi deposit (and other properties of the Company within its Imbo Project) is contained in the technical report of New SENET (Pty) Ltd and Minecon Resources and Services Limited dated December 15, 2021 and entitled "NI 43-101 Preliminary Economic Assessment of the Adumbi Deposit in the Democratic Republic of the Congo".  A copy of the said report can be obtained from SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

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Additional information with respect to the Company's Makapela Project, and certain other properties of the Company in the Ngayu gold belt, is contained in the technical report of Venmyn Rand (Pty) Ltd dated May 29, 2012 and entitled "Updated National Instrument 43-101 Independent Technical Report on the Ngayu Gold Project, Orientale Province, Democratic Republic of the Congo". A copy of the said report can be obtained from SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov.

Results of Operations

For the three and nine months ended September 30, 2023, the Company reported a net loss of $477,928 and $1,778,512 respectively, compared to a net loss of $725,801 and $2,560,219 for the respective three and nine months ended September 30, 2022. Expenses capitalized to mineral properties are discussed under the "Exploration and Evaluation Expenditures" section below. Significant changes occurred during the three and nine-month periods ended September 30, 2023 in the expense categories described below as compared to the three and nine-month periods ended September 30, 2022:

Consulting, management and professional fees

Consulting, management and professional fees were $123,210 and $375,696 during the respective three and nine-month periods ended September 30, 2023 as compared to $314,558 and $954,054 incurred during the respective comparative periods in 2022. Consulting fees amounted to $80,496, and $195,266, respectively, for the three and nine-months ended September 30, 2023 (compared to $254,191 and $727,478 for the respective comparative periods in 2022) of which $38,359 were in relation to share-based payment expenses for stock options issued to consultants during both the three and nine months ended September 30, 2023, respectively (compared to share-based payments of $69,168 and 224,329 respectively, for the three and nine months ended September 30, 2022). Professional fees which included mainly legal fees amounted to $18,750 and $114,477 for the respective three and nine-month periods ended September 30, 2023 (compared to $42,041 and $176,489 for the respective comparative periods in 2022). The decrease in consulting and professional fees in 2023 as compared to 2022 relates to a general decrease in business activity for the Company in 2023. Management fees of $23,964 and $65,953 were accrued in relation to directors' fees recorded during the respective three and nine-month periods ended September 30, 2023 compared to $18,326 and $50,087 for the three and nine-month periods ended September 30, 2022.

Employee benefits

The Company's employee benefits stayed consistent with previous year's, with expense amounting to $229,808 and $646,177 for the respective three and nine-month periods ended September 30, 2023 as compared to $225,977 and $700,108 incurred during the respective corresponding periods in 2022.

Office and sundry

The Company's office and sundry expenses stayed consistent to previous year's, with expense amounting to $30,878 and $137,288 for the respective three and nine-month periods ended September 30, 2023 as compared to $22,910 and $128,139 incurred during the respective corresponding periods in 2022.

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Share-based payments

The share-based payment expenses were $20,621 during the respective three and nine-month periods ended September 30, 2023, compared to $522 and $382,558 incurred during the respective comparative periods in 2022. The overall decrease in 2023 in share-based payments was related to a reduction of stock options issued to employees, directors and officers of the Company in the first nine months of 2023 as compared to the first nine months of 2022.

Travel and promotion

The Company incurred travel and promotion expenses of $45,992 and $233,875 during the respective three and nine-month periods ended September 30, 2023, compared to $39,993 and $183,702 incurred during the respective corresponding periods in 2022. The increase was due to additional travel to the mine site in the DRC during 2023.

Write off of receivable

During the three and nine months ended September 30, 2023 the Company wrote off $nil and $291,026, respectively representing a share of common expenses previously recorded to Gentor Resources Inc. (a company with common directors), compared to $nil for the respective comparative periods in 2022.

Foreign exchange loss

The Company recorded a foreign exchange loss of $2,132 and $14,138 during the respective three and nine-month periods ended September 30, 2023, compared to a foreign exchange loss of $88,624 and $112,670 for the respective corresponding periods in 2022. This change was due to fluctuations in the value of the United States dollar relative to the Canadian dollar.

Interest and other income

The Company recognized other income of $979 and $4,785 during the respective three and nine-month periods ended September 30, 2023, compared to $13,646 and $41,633 for the respective corresponding periods in 2022.

Summary of Quarterly Results

The following table sets out certain unaudited consolidated financial information of the Company for each of the last eight quarters, beginning with the third quarter of 2023. This financial information has been prepared using accounting policies consistent with International Accounting Standards ("IAS") 34 Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"). The Company's presentation and functional currency is the United States dollar.

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			2023				2023				2023				2022
			3rd Quarter				2nd Quarter				1st Quarter				4th Quarter
Net loss			($477,928	)			($836,661	)			($463,923	)			($368,523	)
Net loss per share		$	(0.00	)		$	(0.01	)		$	(0.00	)		$	(0.00	)
			2022				2022				2022				2021
			3rd Quarter				2nd Quarter				1st Quarter				4th Quarter
Net loss			($725,801	)			($1,008,656	)			($825,762	)			($1,642,786	)
Net loss per share		$	(0.00	)		$	(0.01	)		$	(0.01	)		$	(0.01	)

The Company's net loss for the third quarter of 2023 decreased to $477,928 compared to a net loss of $836,661 during the second quarter of 2023. Travel expenses decreased by $91,103 in the third quarter of 2023 compared to the second quarter of 2023, office and sundry expenses decreased by $23,257 and consulting, management and professional fees decreased by $11,329 in the third quarter of 2023 compared to the previous quarter. The Company also wrote off a receivable of $291,026 in the second quarter of 2023, which was the largest component to the high net loss in the second quarter as compared to the third quarter. The decrease above was offset by an increased of $46,552 in employee benefits during the third quarter of 2023 compared to the second quarter of 2023.

The Company's net loss for the second quarter of 2023 increased to $836,661 compared to a net loss of $463,923 during the first quarter of 2023. Travel expenses increased by $86,307 in the second quarter of 2023 compared to the first quarter of 2023 and foreign exchange increased by $9,082 in the second quarter of 2023 compared to the previous quarter. The Company also wrote off a receivable of $291,026 in the second quarter of 2023, which was the largest component of the increase in the Company's net loss in the second quarter as compared to the first quarter.

The Company's net loss for the first quarter of 2023 increased to $463,923 compared to a net loss of $368,523 during the fourth quarter of 2022. Travel expenses increased by $28,306 in the first quarter of 2023 compared to the fourth quarter of 2022. Foreign exchange also increased by $6,038 in the first quarter of 2023 compared to the previous quarter. In addition, the fourth quarter of 2022 had a lease liability recovery of $93,349 and EHT recovery of $32,074, which further helped reduce that quarter's net loss.

The Company's net loss for the fourth quarter of 2022 decreased to $368,523 compared to a net loss of $725,801 during the third quarter of 2022. The decrease in net loss was due in part to the lease liability recovery of $93,349 and EHT recovery of $32,074 in the fourth quarter of 2022. Consulting fees decreased by $135,860 and there was a gain of foreign exchange of $93,200 in the fourth quarter compared to the third quarter of 2022.

The Company's net loss for the third quarter of 2022 decreased to $725,801 compared to the net loss of $1,008,656 incurred during the second quarter of 2022. The decrease in the net loss was mainly due to a decrease of $285,616 in share-based payments and a decrease of $45,803 in travel and promotion expenses in the third quarter compared to the second quarter of 2022.  The decrease in the net loss was offset by an increase of $70,076 in foreign exchange loss during the third quarter of 2022 compared to the second quarter of 2022.

The Company's net loss for the second quarter of 2022 increased to $1,008,656 compared to the net loss of $825,762 incurred during the first quarter of 2022. The increase in the net loss was mainly due to an increase of $190,240 in share-based payments, an increase of $27,883 in travel and promotion expenses and an increase of $13,050 in foreign exchange loss, during the second quarter of 2022 compared to the first quarter of 2022.

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The Company's net loss for the first quarter of 2022 decreased to $825,762 compared to the net loss of $1,642,786 incurred during the fourth quarter of 2021. The decrease in the net loss was mainly due to a decrease of $244,300 in share-based payments, a decrease of $86,569 in consulting, management and professional fees and a decrease of $80,765 in office and sundry, during the first quarter of 2022 compared to the fourth quarter of 2021. The Company also recorded an impairment charge of $452,250 on its Devon and Navarro properties and intangible assets during the fourth quarter of 2021 compared to $nil in the first quarter of 2022.

Liquidity and Capital Resources

The Company historically relies primarily on equity financings to fund its activities. Although the Company has been successful in completing equity financings in the past, there is no assurance that the Company will secure the necessary financings in the future. The volatility in the gold price has made it more difficult to secure equity financing for many exploration companies.

As at September 30, 2023, the Company had cash and cash equivalents of $122,921 and working capital deficit of $78,945 compared to cash and cash equivalents of $182,175 and a working capital deficit of $540,180 as at December 31, 2022.

During the three and nine-months ended September 30, 2023, the Company incurred exploration expenditures of $368,964 and $1,420,356 respectively (three and nine-month periods ended September 2022 - $655,719 and $2,126,598 respectively) and received $2,077,686 from the lease agreement with Ding Sheng (see the discussion under "General" above). A breakdown of the exploration expenditures is presented below under "Exploration and Evaluation Expenditures".

See the discussion under "General" above with respect to the private placement financings completed by the Company during 2022 and 2023.

As the Company's business is the exploration of mineral properties, the Company has to operate with limited financial resources and control costs to ensure that funds are available to fund its operations. As is typical for an exploration company, the Company will need to raise additional funds to continue its activities. The Company expects to raise such additional funds through offerings of its shares. However, if the Company raises additional funds by issuing additional shares, the ownership percentages of existing shareholders will be reduced and the securities that the Company may issue in the future may have rights, preferences or privileges senior to those of the current holders of the Company's common shares. Such securities may also be issued at a discount to the market price of the Company's common shares, resulting in possible further dilution to the book value per share of common shares. If the Company is unable to raise sufficient funds through equity offerings, it may need to sell an interest in its properties. There can be no assurance the Company would be successful in selling any such interest.

Contractual Obligations

The Company's contractual obligations as at September 30, 2023 are described in the following table:

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Contractual obligations			Total				Payments due in less than 1year				Payments due in 1 to 3 years
Lease		$	202,233			$	79,989			$	122,244
Loans		$	147,459			$	147,459			$	-
Total		$	349,692			$	227,448			$	122,244

Exploration and Evaluation Expenditures

The following tables provide breakdowns of exploration and evaluation expenditures incurred during the nine months ended September 30, 2023 and 2022, respectively:

		North Kivu Project			Ngayu Projects			Imbo Project			Total
Balance 12/31/2022	$	10,771,366		$	17,898,367		$	11,978,988		$	40,648,721
Field camps		-			-			164,519			164,519
Geology		-			-			8,890			8,890
Helicopter		-			-			37,816			37,816
Travel		-			7,380			95,734			103,114
Professional fees		-			400			99,553			99,953
Office and sundry		-			62,510			295,797			358,307
Interest and bank charges		-			14,732			41,968			56,699
Salaries		-			92,728			219,530			312,258
Amortization		-			-			48,880			48,880
Other		-			-			229,920			229,920
Expenditures for the period		-			177,749			1,242,607			1,420,356
Incidental revenue		-			-			(2,077,686	)		(2,077,686	)
Balance 9/30/2023	$	10,771,366		$	18,076,116		$	11,143,909		$	39,991,391

		North Kivu Project			Ngayu Projects			Imbo Project			Total
Balance 12/31/2021	$	10,771,366		$	17,707,547		$	9,792,812		$	38,271,725
Field camps		-			-			213,631			213,631
Geochemestry		-			-			3,150			3,150
Geology		-			-			157,291			157,291
Feasibility studies		-			-			170,960			170,960
Helicopter		-			-			15,900			15,900
Travel		-			4,560			55,600			60,160
Professional fees		-			2,700			100,550			103,250
Office and sundry		-			20,965			529,910			550,875
Interest and bank charges		-			1,560			34,360			35,920
Salaries		-			111,272			330,921			442,193
Amortization		-			436			23,662			24,098
Other		-			-			349,170			349,170
Expenditures for the period		-			141,493			1,985,105			2,126,598
Balance 09/30/2022	$	10,771,366		$	17,849,040		$	11,777,917		$	40,398,323

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Outstanding Share Data

The authorized share capital of the Company consists of an unlimited number of common shares and an unlimited number of preference shares, issuable in series. As at November 13, 2023 the Company had outstanding 153,144,174 common shares, 11,356,000 stock options to purchase common shares and 11,648,540 common share purchase warrants.

Related Party Transactions

a) Key Management Personnel

Key management includes directors (executive and non-executive), the Executive Chairman of the Board, the Chief Executive Officer ("CEO"), the Chief Financial Officer, and senior executives reporting directly to the CEO. The remuneration of the key management of the Company as defined above, during the three and nine-months ended September 30, 2023 and September 30, 2022 was as follows:

		For the three months ended						For the nine months ended
		September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
Salaries and bonus	$	204,587		$	215,887		$	633,350		$	650,212
Compensation expense and share-based payments	$	25,227		$	5,965		$	34,403		$	368,203
	$	229,814		$	221,852		$	667,753		$	1,018,415

b) Other Related Parties

As at September 30, 2023, an amount of $30,389 relating to advances provided by the Company was due from Arnold Kondrat ("Kondrat"), the Executive Chairman and a director of the Company (December 31, 2022 - $10,933 was due by the Company to Kondrat related to salary and advances to the Company). Total amounts paid or accrued to Kondrat for the three and nine-months ended September 30, 2023 were $62,500 and $187,500 (three and nine-months ended September 30, 2022 - $62,500 and $187,500 respectively).

As at September 30, 2023, an amount of $190,748 was due from Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2022 - $393,183). In June 2023 the Company wrote off $291,026 representing a share of common expenses previously recorded to Gentor Resources Inc.

As at September 30, 2023, an amount of $243,340 was due from KGL Resources Ltd. (a company with a common officer) related to common expenses (December 31, 2022 - $194,539).

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

New Accounting Standard Not Yet Adopted

IAS 1 - Presentation of Financial Statements

On January 23, 2020, the IASB issued an amendment to IAS 1 Presentation of Financial Statements providing a more general approach to the classification of liabilities. The amendment clarifies that the classification of liabilities as current or noncurrent depends on the rights existing at the end of the reporting period as opposed to the expectations of exercising the right for settlement of the liability. The amendments further clarify that settlement refers to the transfer of cash, equity instruments, other assets, or services to the counterparty. The amendments are effective for annual periods beginning on or after January 1, 2024 and are to be applied retrospectively, with early adoption permitted. The Company is assessing the financial impact of the amendment on its consolidated financial statements.

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Critical Accounting Estimates

The preparation of the Company's consolidated financial statements in conformity with International Financial Reporting Standards ("IFRS") requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Information about critical judgments in applying accounting policies and estimates that have the most significant effect on the amounts recognized in the consolidated financial statements included the following:

Estimates:

Impairment

Assets, including property, plant and equipment and exploration and evaluation assets, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts exceed their recoverable amounts. The assessment of the fair value often requires estimates and assumptions such as discount rates, exchange rates, commodity prices, rehabilitation and restoration costs, future capital requirements and future operating performance. Changes in such estimates could impact recoverable values of these assets.  Estimates are reviewed regularly by management.

Share-based payment transactions

The Company measures the cost of equity-settled transactions with employees by reference to the fair value of the equity instruments at the date at which they are granted. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the stock option, volatility and dividend yield and making assumptions about them. See Note 13 of the Third Quarter Financial Statements.

For warrant-based derivative financial instruments, the Company uses the Black-Scholes option pricing model to estimate fair value of the derivative instruments. The assumptions and models used for estimating fair value of warrant-based derivative financial instruments are disclosed in Note 12(c) of the Third Quarter Financial Statements.

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Judgments:

Provisions and contingencies

The amount recognized as provision, including legal, contractual and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore, assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements.

Title to mineral property interests

Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company's title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Exploration and evaluation expenditure

The application of the Company's accounting policy for exploration and evaluation expenditure requires significant judgment in determining whether it is likely that future economic benefits will flow to the Company, which may be based on assumptions about future events or circumstances. Estimates and assumptions made may change if new information becomes available. There are key circumstances that would indicate a test for impairment is required, which include: the expiry of the right to explore, substantive expenditure on further exploration is not planned, exploration for and evaluation of the mineral resources in the area have not led to discovery of commercially viable quantities, and/or sufficient data exists to show that the carrying amount of the asset is unlikely to be recovered in full from successful development or by sale. If information becomes available suggesting impairment, the amount capitalized is written off in the consolidated statement of loss and comprehensive loss during the period the new information becomes available.

Significant judgements have been made with regards to the potential for indicators of impairment. This includes judgements related to the ability to carry out the desired exploration activities as a result of various permits currently being under force majeure due to the poor security situation at the North Kivu property and the need to allocate resources amongst different projects based on the availability of capital and funding. 

Functional and presentation currency

Judgment is required to determine the functional currency of the Company and its subsidiaries. These judgments are continuously evaluated and are based on management's experience and knowledge of the relevant facts and circumstances.

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Financial Risk Management

Fair Value of Financial Assets and Liabilities

The consolidated statements of financial position carrying amounts for cash and cash equivalents, advances receivable and prepaid expenses, balances due to/from related parties, accounts payable, accrued liabilities and the employee retention allowance approximate fair value due to their short-term nature. Due to the use of subjective judgments and uncertainties in the determination of fair values these values should not be interpreted as being realizable in an immediate settlement of the financial instruments.

Fair value hierarchy

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between Level 1, 2 and 3 during the reporting period. Cash and cash equivalents are ranked Level 1 as the market value is readily observable. The carrying value of cash and cash equivalents approximates fair value, as maturities are less than three months.

Foreign Currency Risk

Foreign exchange risk is the risk that a variation in exchange rates between the United States dollar and Canadian dollar or other foreign currencies will affect the Company's operations and financial results.  A portion of the Company's transactions is denominated in Canadian dollars.  Significant foreign exchange gains or losses are reflected as a separate component of the consolidated statement of loss and comprehensive loss. The Company does not use derivatives instruments to reduce its exposure to foreign currency risk. See Note 15(c) of the Third Quarter Financial Statements for additional details. 

Credit Risk

Financial instruments which are potentially subject to credit risk for the Company consist primarily of cash and cash equivalents and advances receivable and prepaid expenses. Cash and cash equivalents are maintained with several financial institutions of reputable credit and may be redeemed upon demand.  It is therefore the Company's opinion that such credit risk is subject to normal industry risks and is considered minimal.  See Note 15(d) of the Third Quarter Financial Statements for additional details. 

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Liquidity Risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company attempts to ensure that there is sufficient cash to meet its liabilities when they are due and manages this risk by regularly evaluating its liquid financial resources to fund current and long-term obligations and to meet its capital commitments in a cost-effective manner.  If future cash flows are fairly uncertain, the liquidity risk increases. The Company's liquidity requirements are met through a variety of sources, including cash and cash equivalents, and equity capital markets.

Mineral Property Risk

The Company's operations in the DRC are exposed to various levels of political risk and uncertainties, including political and economic instability, government regulations relating to exploration and mining, military repression and civil disorder, all or any of which may have a material adverse impact on the Company's activities or may result in impairment or loss of part or all of the Company's assets.

Risks and Uncertainties

The Company is subject to a number of risks and uncertainties that could significantly impact its operations and future prospects. The following discussion pertains to certain principal risks and uncertainties but is not, by its nature, all inclusive.

All of the Company's projects are located in the DRC. The assets and operations of the Company are therefore subject to various political, economic and other uncertainties, including, among other things, the risks of war and civil unrest, hostage taking, military repression, labor unrest, illegal mining, expropriation, nationalization, renegotiation or nullification of existing licenses, permits, approvals and contracts, taxation policies, foreign exchange and repatriation restrictions, changing political conditions, international monetary fluctuations, currency controls and foreign governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. Changes, if any, in mining or investment policies or shifts in political attitude in the DRC may adversely affect the Company's operations. Operations may be affected in varying degrees by government regulations with respect to, but not limited to, restrictions on production, price controls, export controls, currency remittance, income taxes, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Failure to comply strictly with applicable laws, regulations and local practices relating to mineral rights could result in loss, reduction or expropriation of entitlements. In addition, in the event of a dispute arising from operations in the DRC, the Company may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in Canada. The Company also may be hindered or prevented from enforcing its rights with respect to a governmental instrumentality because of the doctrine of sovereign immunity. It is not possible for the Company to accurately predict such developments or changes in laws or policy or to what extent any such developments or changes may have a material adverse effect on the Company's operations.

The DRC is a developing nation emerging from a period of civil war and conflict. Physical and institutional infrastructure throughout the DRC is in a debilitated condition. The DRC is in transition from a largely state controlled economy to one based on free market principles, and from a non-democratic political system with a centralized ethnic power base, to one based on more democratic principles. There can be no assurance that these changes will be affected or that the achievement of these objectives will not have material adverse consequences for the Company and its operations. The DRC continues to experience instability in parts of the country due to certain militia and criminal elements. While the government and United Nations forces are working to support the extension of central government authority throughout the country, there can be no assurance that such efforts will be successful.   

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The only sources of future funds for further exploration programs which are presently available to the Company are the sale of equity capital, or the offering by the Company of an interest in its properties to be earned by another party carrying out further exploration. There is no assurance that such sources of financing will be available on acceptable terms, if at all. In the event that commercial quantities of minerals are found on the Company's properties, the Company does not have the financial resources at this time to bring a mine into production.

All of the Company's properties are in the exploration stage only and none of the properties contain a known body of commercial ore. The Company currently operates at a loss and does not generate any revenue from its mineral properties. The exploration and development of mineral deposits involve significant financial risks over a significant period of time, which even a combination of careful evaluation, experience and knowledge may not eliminate. Few properties which are explored are ultimately developed into producing mines. Major expenditures may be required to establish reserves by drilling and to construct mining and processing facilities at a site. It is impossible to ensure that the Company's exploration programs will result in a profitable commercial mining operation. 

The Company's mineral resources are estimates and no assurances can be given that the indicated levels of gold will be produced.  Such estimates are expressions of judgment based on knowledge, mining experience, analysis of drilling results and industry practices. Valid estimates made at a given time may significantly change when new information becomes available. While the Company believes that its resource estimates are well established, by their nature resource estimates are imprecise and depend, to a certain extent, upon statistical inferences, which may ultimately prove unreliable. If such estimates are inaccurate or are reduced in the future, this could have a material adverse impact on the Company. In addition, there can be no assurance that gold recoveries or other metal recoveries in small-scale laboratory tests will be duplicated in larger scale tests under on-site conditions or during production. 

The Company's exploration and, if such exploration is successful, development of its properties is subject to all of the hazards and risks normally incident to mineral exploration and development, any of which could result in damage to life or property, environmental damage and possible legal liability for any or all damage. 

The price of gold has fluctuated widely. The future direction of the price of gold will depend on numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of gold, and therefore on the economic viability of the Company's properties, cannot accurately be predicted. As the Company is only at the exploration stage, it is not yet possible for the Company to adopt specific strategies for controlling the impact of fluctuations in the price of gold. 

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The Company uses the United States dollar as its functional currency. Fluctuations in the value of the United States dollar relative to the Canadian dollar could have a material impact on the Company's consolidated financial statements by creating gains or losses. The Company recorded a foreign exchange loss of $2,132 and $14,138 during the respective three and nine months ended September 30, 2023, compared to a foreign exchange loss of $88,624 and $112,670 during the respective three and nine months ended September 30, 2022, due to the variation in the value of the United States dollar relative to the Canadian dollar. No currency hedge policies are in place or are presently contemplated.

The natural resource industry is intensely competitive in all of its phases, and the Company competes with many companies possessing greater financial resources and technical facilities than itself. 

Reference is made to the Company's annual information form dated March 31, 2023 for additional risk factor disclosure (a copy of such document can be obtained from SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov). 

Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal controls over disclosure controls and procedures, as defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings of the Canadian Securities Administrators and Rules 13a-15(e) and Rule 15d-15(e) under the United States Exchange Act of 1934, as amended. Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Company's Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. As at December 31, 2022, management of the Company, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company's disclosure controls and procedures as required by Canadian securities laws. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2022, the disclosure controls and procedures were adequately designed and effective in ensuring that information required to be disclosed by the Company it files or submits under Canadian securities laws is recorded, processed, summarized and reported within the time periods specified by those laws and that material information is accumulated and communicated to management of the Company, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Internal Control Over Financial Reporting

Internal controls have been designed to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. As at December 31, 2022, the Company's Chief Executive Officer and Chief Financial Officer evaluated or caused to be evaluated under their supervision the effectiveness of the Company's internal control over financial reporting. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework of 2013. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of December 31, 2022, the Company's internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of the Company's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

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The Company is required under Canadian securities laws to disclose herein any change in the Company's internal control over financial reporting that occurred during the Company's most recent period that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. There were no changes in the Company's internal control over financial reporting during the nine months ended September 30, 2023, that management believes have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

It should be noted that a control system, including the Company's disclosure controls and procedures system and internal control over financial reporting system, no matter how well conceived can provide only reasonable, but not absolute, assurance that the objective of the control system will be met and it should not be expected that the Company's disclosure controls and procedures system and internal control over financial reporting will prevent or detect all reporting deficiencies whether caused by either error or fraud.

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, John Barker, Chief Executive Officer of Loncor Gold Inc., certify the following: 

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Loncor Gold Inc. (the "issuer") for the interim period ended September 30, 2023. 

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2 N/A.

5.3  N/A.

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR. 

Date: November 13, 2023. 

(signed) "John Barker"                              

Name: John Barker

Title: Chief Executive Officer

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Donat K. Madilo, Chief Financial Officer of Loncor Gold Inc., certify the following:

1. Review:  I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of Loncor Gold Inc. (the "issuer") for the interim period ended September 30, 2023. 

2. No misrepresentations:  Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. 

3. Fair presentation:  Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility:  The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design:  Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

5.1 Control framework:  The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is Internal Control - Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission.

5.2  N/A.

5.3  N/A.

6. Reporting changes in ICFR:  The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on July 1, 2023 and ended on September 30, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: November 13, 2023. 

(signed) "Donat K. Madilo"                      

Name: Donat K. Madilo

Title: Chief Financial Officer

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