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Form 6-K Loncor Gold Inc. For: Jun 30

August 13, 2021 6:01 AM EDT

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 August 2021

Commission File Number 001-35124

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

1 First Canadian Place
100 King Street West, Suite 7070
Toronto, Ontario, Canada
M5X 1E3
(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.


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: August 11, 2021 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 June 30, 2021
99.2   Management’s Discussion and Analysis for the period ended June 30, 2021
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

June 30, 2021

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

 

 


NOTICE TO READER

These interim condensed consolidated financial statements of Loncor Gold Inc. as at and for the three and six months ended June 30, 2021 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.


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. Acquisitions 11
   
5. Subsidiaries 12
   
6. Advances receivable and prepaid expenses 13
   
7. Related party transactions 13
   
8. Property, Plant and Equipment 14
   
9. Exploration and Evaluation Assets 14
   
10. Segmented Reporting 16
   
11. Accounts Payable 16
   
12. Loan 17
   
13. Share Capital 17
   
14. Share-Based Payments 20
   
15. Lease obligations 21
   
16. Financial risk management objectives and policies 21
   
17. Supplemental cash flow information 24
   
18. Employee Retention Provision 24
   
19. Government Assistance 24
   
20. Events After the Reporting Period 24


Loncor Gold Inc.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Expressed in U.S. dollars – unaudited)


  Notes   June 30, 2021     December 31, 2020  
      $     $  
Assets              
Current Assets              
   Cash and cash equivalents     384,682     256,624  
   Advances receivable and prepaid expenses 6   284,888     236,667  
   Due from related parties 7   157,073     26,474  
Total Current Assets     826,643     519,765  
               
Non-Current Assets              
   Property, plant and equipment 8   601,755     527,904  
   Exploration and evaluation assets 9   35,317,661     31,623,192  
   Intangible assets           1  
Total Non-Current Assets     35,919,416     32,151,097  
               
Total Assets     36,746,059     32,670,862  
               
Liabilities and Shareholders' Equity              
   Current Liabilities              
   Accounts payable 11   1,324,774     715,452  
   Accrued liabilities     150,130     221,634  
   Due to related parties 7   174,831     284,920  
   Employee retention allowance 18   189,171     184,159  
   Lease obligation - current portion 15   195,382     188,370  
   Loans - current portion 12   -     11,650  
Current Liabilities     2,034,288     1,606,185  
               
   Lease obligation - long-term portion 16   48,411     159,874  
   Loans - long-term portion 12   27,727     26,501  
Total Liabilities     2,110,426     1,792,560  
               
Shareholders' Equity              
   Share capital 13   89,239,903     85,147,700  
   Reserves     10,145,392     8,940,059  
   Deficit     (64,749,662 )   (63,209,457 )
Total Shareholders' Equity     34,635,633     30,878,302  
Total Liabilities and Shareholders' Equity     36,746,059     32,670,862  
               
Common shares              
   Authorized     Unlimited     Unlimited  
   Issued and outstanding 13b   125,374,174     112,224,174  

Going concern (Note 2b)

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


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 six months ended  
  Notes   June 30, 2021     June 30, 2020     June 30, 2021     June 30, 2020  
      $     $     $     $  
Expenses                          
Consulting, management and professional fees     148,664     179,707     275,698     359,653  
Employee benefits     231,563     153,282     663,345     272,849  
Office and sundry     52,492     26,856     148,539     67,473  
Share-based payments 14   327,586     12,348     439,808     239,253  
Travel and promotion     50,602     11,877     81,089     132,928  
Depreciation 8, 15   43,528     49,111     87,073     98,245  
Interest and bank expenses     4,034     2,003     15,020     3,744  
Interest on lease obligation 15   2,562     6,667     5,566     14,149  
(Gain) on derivative instruments     -     -     -     (31,888 )
Foreign exchange (gain) loss     (26,378 )   33,519     (35,251 )   (631 )
Loss before other items     (834,653 )   (475,370 )   (1,680,887 )   (1,155,775 )
Interest and other income 15, 19   126,636     37,672     140,682     53,383  
Loss and comprehensive loss for the period     (708,017 )   (437,698 )   (1,540,205 )   (1,102,392 )
                           
Loss per share, basic and diluted 13d   (0.01 )   (0.00 )   (0.01 )   (0.01 )
                           
Weighted average number of shares - basic and diluted 13d   124,833,515     102,178,911     122,091,743     100,839,376  

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


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, 2020   95,280,979   $ 79,841,286   $ 8,411,647   $ (60,965,897 ) $ 27,287,036  
Loss for the period   -     -     -     (1,102,392 )   (1,102,392 )
Share-based payments (Note 14)   -     -     302,980     -     302,980  
Common shares issued (Note 13b)   6,922,555     1,979,281     -     -     1,979,281  
Balance at June 30, 2020   102,203,534   $ 81,820,567   $ 8,714,627   $ (62,068,289 ) $ 28,466,905  
Loss for the period   -     -     -     (1,141,168 )   (1,141,168 )
Share-based payments (Note 14)   -     -     225,432     -     225,432  
Common shares issued (Note 13b)   10,020,640     3,327,133     -     -     3,327,133  
Balance at December 31, 2020   112,224,174   $ 85,147,700   $ 8,940,059   $ (63,209,457 ) $ 30,878,302  
Loss for the period   -     -     -     (1,540,205 )   (1,540,205 )
Share-based payments (Note 14)   -     -     583,054     -     583,054  
Stock options exercised (Note 14)   1,050,000     99,527     -     -     99,527  
Warrants exercised (Note 13c)   600,000     429,683     (66,083 )   -     363,600  
Common shares issued (Note 13b)   11,500,000     4,504,188     -     -     4,504,188  
Issuance costs   -     (252,833 )   -     -     (252,833 )
Warrants issued (Note 13c)   -     (688,362 )   688,362     -     -  
Balance at June 30, 2021   125,374,174   $ 89,239,903   $ 10,145,392   $ (64,749,662 ) $ 34,635,633  

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


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


      For the three months ended     For the six months ended  
  Notes   June 30, 2021     June 30, 2020     June 30, 2021     June 30, 2020  
      $     $     $     $  
Cash flows from operating activities                          
Loss for the period     (708,017 )   (437,698 )   (1,540,205 )   (1,102,392 )
Adjustments to reconcile loss to net cash used in operating activities                          
   Depreciation     43,528     49,111     87,073     98,245  
   Share-based payments  14   418,498     12,349     560,711     311,481  
   Accretion expense on government loan 12   254     -     488     (31,888 )
   Gain on derivative instruments 13   -     6,667     -     14,149  
   Interest on lease obligation 15   2,562           5,566        
Changes in non-cash working capital                          
   Advances receivable and prepaid expenses     (2,777 )   31,783     (48,221 )   (48,269 )
   Due from related parties     (65,182 )   -     (130,599 )   -  
   Employee retention allowance 18   2,720     6,776     5,012     (8,464 )
   Accounts payable     951,313     143,377     609,322     214,927  
   Accrued liabilities     (29,629 )   124,825     (71,504 )   (86,093 )
Net cash used in operating activities     613,270     (62,810 )   (522,357 )   (638,304 )
                           
Cash flows from investing activities                          
Acquisition of additional interest in subsidiary 4   -     -     -     (140,000 )
Acquisition of property, plant and equipment     (1,839 )   -     (169,299 )   -  
Expenditures on exploration and evaluation assets     (2,163,743 )   (394,441 )   (3,686,094 )   (716,670 )
Net cash used in investing activities     (2,165,582 )   (394,441 )   (3,855,393 )   (856,670 )
                           
Cash flows from financing activities                          
Proceeds from share issuances, net of issuance costs     363,600     8,292     4,736,825     1,970,779  
Loans received (repaid) 12   (3,361 )   60,188     (10,912 )   49,988  
Principal repayment of lease obligation 15   (55,848 )   (55,033 )   (110,016 )   (111,759 )
Due to related parties     10,901     312,753     (110,089 )   (391,482 )
Net cash provided from financing activities     315,292     326,200     4,505,808     1,517,526  
                           
Net increase in cash and cash equivalents during the period     (1,237,020 )   (131,051 )   128,058     22,553  
Cash and cash equivalents, beginning of the period     1,621,702     231,300     256,624     77,696  
Cash and cash equivalents, end of the period     384,682     100,249     384,682     100,249  

Supplemental cash flow information (Note 17)

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


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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 six months ended June 30, 2021 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 Admubi 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 49% 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 1 First Canadian Place, 100 King St. West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada.

2. Basis of Preparation

a) Statement of compliance

These interim condensed consolidated financial statements as at and for the three and six month periods ended June 30, 2021 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, 2020, which include information necessary to understand the Company's business and financial statement presentation.

b) Going Concern

The Company incurred a net loss of $708,017 and $1,540,205 for the respective three and six month periods ended June 30, 2021 (three and six months ended June 30, 2020 - $437,698 and $1,102,392 respectively) and as at June 30, 2021 had a working capital deficit of $1,207,645 (December 31, 2020 - working capital deficit of $1,086,420).

In March 2020, the World Health Organization declared coronavirus COVID-19 a global pandemic. This contagious disease outbreak, which has continued to spread, and any related adverse public health developments, has adversely affected workforces, economies, and financial markets globally, potentially leading to an economic downturn. It is not possible for the Company to predict the duration or magnitude of the adverse results of the outbreak and its effects on the Company's business or ability to raise funds.

Management is closely monitoring the impact of COVID-19 on the Company's business, including the impact on employees, operations, supplies, liquidity and capital resources. In order for the Company to continue as a going concern and fund its operations, the Company will require additional financing. The availability of financing will be affected by, among other things, the state of the capital markets considering the impact of COVID-19 and strategic partnership arrangements. 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.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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.

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

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 interim condensed 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 5).

Transactions eliminated on consolidation

Inter-company balances, transactions, and any unrealized income and expenses, are eliminated in preparing the interim condensed 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.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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 Standards 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, 2023 and are to be applied retrospectively, with early adoption permitted. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.

IAS 16 - Property, Plant and Equipment

On May 14, 2020, the IASB issued an amendment to IAS 16 Property, Plant and Equipment to prohibit deducting from the cost of an item of property, plant and equipment, any proceeds from selling items produced while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The proceeds from selling such items, and the cost of producing those items are to be recognized in profit and loss. The amendments are effective for annual periods beginning on or after January 1, 2022 with early adoption permitted. The amendment is to be applied retrospectively only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the earliest period presented in the financial statements in the year in which the amendments are first applied. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.

IAS 37 - Provisions, Contingent Liabilities and Contingent Assets

On May 14, 2020, the IASB issued an amendment to IAS 37 Provisions, Contingent Liabilities and Contingent Assets to specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. The amendment specifies that the cost of fulfilling a contract comprises the costs that relate directly to the contract. Costs that relate directly to the contract can either be incremental costs of fulfilling the contract or an allocation of other costs that relate directly to fulfilling contracts. The amendments are effective for contracts for which the Company has not yet fulfilled all its obligations on or after January 1, 2022 with early adoption permitted. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.

IFRS 9 - Financial Instruments

On May 14, 2020, the IASB issued an amendment to IFRS 9 Financial Instruments clarifying which fees to include in the test in assessing whether to derecognize a financial liability. Only those fees paid or received between the borrower and the lender, including fees paid or received by either the entity or the lender on the other's behalf are included. The amendment is effective for annual periods beginning on or after January 1, 2022 with early adoption permitted. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

4. Acquisitions

Loncor Kilo Inc.

On September 27, 2019, the Company closed certain transactions provided for by an agreement (the "Agreement") entered into by the Company with Resolute (Treasury) Pty Ltd ("Resolute"), Kilo Goldmines Ltd. ("KGL") and Kilo Goldmines Inc. ("Kilo Inc.", and together with KGL, "Kilo"), and which resulted in the Company acquiring Kilo Inc. Pursuant to the Agreement, (a) Resolute assigned to the Company, for nominal consideration, all of Resolute's rights under a secured cash advance facility (the "Facility") which Resolute had made available to Kilo (including Resolute's rights under the security provided by Kilo in respect of the Facility (the "Security")), (b) Kilo consented to the said assignment of the Facility (including the Security) from Resolute to the Company, and (c) following implementation of the said assignment, the Company exercised its rights under the Security (the "Security Enforcement") as a secured creditor to realize on all of the outstanding shares of Kilo Inc., in full satisfaction of all amounts owing under the Facility (prior to the Security Enforcement, Kilo Inc. was a wholly-owned subsidiary of KGL). In the Agreement, Kilo agreed to cooperate with and assist the Company in the Security Enforcement and for such cooperation and assistance, the Company paid $98,124 (Cdn$130,000) to KGL. 

Upon the Company completing the Security Enforcement, Kilo Inc. became a wholly-owned subsidiary of the Company, such that the Company now holds, through Kilo Inc., Kilo Inc.'s mineral projects in the Congo (these mineral projects consisted of a 71.25% interest in the Adumbi properties and a 49% interest in the Isiro properties, which are all located in the Ngayu gold belt in northeastern Congo near Loncor's existing Ngayu properties).  See Notes 9(e) and 9(f).

The acquisition of Kilo Inc. has been recorded as a business combination under IFRS 3 Business Combinations.The total consideration has been allocated to the fair value of assets and liabilities acquired as follows:

Total consideration:      
       
Cash consideration $ 98,124  
       
Purchase Price $ 98,124  
       
Fair value of assets and liabilities:      
       
Cash and cash equivalent $ 599  
       
Property, Plant and Equipment $ 223,346  
       
Exploration and Evaluation Assets $ 175,446  
       
Accounts payable and accrued liabilities $ (301,267 )
       
Fair value of net assets acquired $ 98,124  

In March 2020, the Company acquired an additional 5.04% interest in Adumbi pursuant to a private transaction with one of the former minority shareholders of Adumbi for total consideration of $140,000. This acquisition increased the Company's interest in Adumbi from 71.25% to 76.29%. In September 2020, Adumbi was restructured as per the requirements of the OHADA (Organization for the Harmonization of Business Law in Africa) Uniform Act relating to commercial companies. The restructuring resulted in the Company increasing its interest in Adumbi Mining to 84.68%, minority shareholders holding 5.32% and the Congo 10%. The Congo was allocated 10% in accordance with the requirements of the new Congo Mining Code enacted in 2018. Also, as a result of the restructuring, Adumbi Mining now operates as "Adumbi Mining S.A." rather than Adumbi Mining SARL.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

Devon and Navarro

In June 2018, the Company completed the acquisition of all of the issued and outstanding shares of Devon Resources SARL (Devon), a corporation incorporated under the laws of the Congo, for total consideration comprising:

a) The issuance by the Company of 500,000 common shares of the Company valued at Cdn$100,000;

b) The payment of $75,000 in cash; and

c) The payment of $190,000 in satisfaction of an outstanding loan provided by Devon to the Company.

Also, in June 2018, the Company completed the acquisition of all of the issued and outstanding shares of Navarro Resources SARL (Navarro), a corporation incorporated under the laws of the Congo, for a total purchase price of $300,000, paid for by the settlement of a $300,000 loan provided by the Company to Navarro.

Both acquisitions have been treated as a purchase of assets for accounting purposes as the requirements for business combinations under IFRS 3 Business Combination had not been met.

5. Subsidiaries

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

Name of Subsidiary Place of
Incorporation
Proportion of
Ownership Interest
Direct/Indirect Principal
Activity
Loncor Resources Congo SARL Democratic Republic of the Congo 100% Direct Mineral Exploration
Devon Resources SARL Democratic Republic of the Congo 100% Indirect Mineral Exploration
Navarro Resources SARL Democratic Republic of the Congo 100% Indirect Mineral Exploration
Loncor Kilo Inc. Ontario, Canada 100% Direct Mineral Exploration
Adumbi Mining S.A. Democratic Republic of the Congo 84.68% Indirect Mineral Exploration
KGL Isiro Atlantic Ltd British Virgin Islands 100% Indirect Mineral Exploration

 


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

6. Advances receivable and prepaid expenses

    June 30, 2021     December 31, 2020  
 Supplier prepayments and deposits    135,849     90,928  
 Loan to KGL and accrued interest    59,810     56,199  
 Other receivables and employee advances    58,973     22,997  
 Harmonized Sales Tax receivable    30,256     66,543  
  $ 284,888   $ 236,667  

In connection with the Kilo Agreement (Note 4), the Company provided to KGL Resources Ltd. (formerly Kilo Goldmines Ltd.) an unsecured loan in the principal amount of $50,044 (Cdn$65,000) bearing interest of 8% per annum and repayable on demand. For the period ended June 30, 2021, the interest accrued on the loan was $7,216 (December 31, 2020 - $5,147).

Other receivables and employee advances of $58,973, are non-interest bearing, unsecured and due on demand (December 31, 2020 - $22,997).

7. 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 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 six months ended June 30, 2021 and June 30, 2020 was as follows:

    For the three months ended     For the six months ended  
    June 30, 2021     June 30, 2020     June 30, 2021     June 30, 2020  
Salaries and bonus $ 159,667   $ 137,304   $ 552,667   $ 251,387  
Compensation expense-share-based payments $ -   $ 2,688   $ 41,774   $ 186,663  
  $ 159,667   $ 139,992   $ 594,441   $ 438,050  

b) Other Related Party Transactions

As at June 30, 2021, an amount of $174,831 relating to management fees, salary and advances provided to the Company was due to Arnold Kondrat ("Mr. Kondrat"), the CEO and a director of the Company (December 31, 2020 - $279,154). Total amount accrued to Mr. Kondrat for the three and six months ended June 30, 2021 - $62,500 and $375,000 respectively (for the three and six months ended June 30, 2020 - $62,500 and $108,325 respectively).

As at June 30, 2021, an amount of $108,910 was due from Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2020 - $26,474).

As at June 30, 2021, an amount of $48,163 was due from KGL Resources Ltd. (a company with a common officer) related to common expenses (December 31, 2020 - $5,766 was due to KGL Resources).

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


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

8. 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, 2020   151,786     28,190     11,708     217,617     221,375     739,106     84,906     1,454,688  
Additions   -     -     -     -     -     -     -     -  
Disposals   -     -     -     -     -     (51,149 )   -     (51,149 )
Balance at December 31, 2020   151,786     28,190     11,708     217,617     221,375     687,957     84,906     1,403,539  
Additions   -     -     -     -     169,299     -     -     169,299  
Disposals   -     -     -     -     -     -     -     -  
Revaluation of asset   -     -     -     -     -     -     -     -  
Balance at June 30, 2021   151,786     28,190     11,708     217,617     390,674     687,957     84,906     1,572,838  
                                                 
Accumulated Depreciation                                                
Balance at January 1, 2020   141,866     22,605     11,708     2,985     216,636     192,810     84,906     673,516  
Additions   1,839     2,528     -     11,938     3,964     181,850     -     202,119  
Disposals   -     -     -     -     -     -     -     -  
Balance at December 31, 2020   143,705     25,133     11,708     14,923     220,600     374,660     84,906     875,635  
Additions   788     1,264     -     5,969     1,982     85,445     -     95,448  
Disposals   -     -     -     -     -     -     -     -  
Balance at June 30, 2021   144,493     26,397     11,708     20,892     222,582     460,105     84,906     971,083  
Balance at January 1, 2020   9,920     5,585     -     214,632     4,739     546,296     -     781,172  
Balance at December 31, 2020   8,081     2,414     2,414     2,414     2,414     2,414     2,414     527,904  
Balance at June 30, 2021   7,293     1,793     -     196,725     168,092     227,852     -     601,755  

During the six months ended June 30, 2021, depreciation in the amount of $8,375 (six months ended June 30, 2020 - $4,196) was capitalized to exploration and evaluation assets.

9. Exploration and Evaluation Assets

    North Kivu     Ngayu     Imbo     Total  
Cost                        
Balance as at January 1, 2020 $ 10,440,729   $ 17,454,831   $ 254,283   $ 28,149,843  
   Additions   180,637     4,279,656     2,760,307     7,220,600  
   Adjustment   -     -     (81,685 )   (81,685 )
   Earn-in Barrick payment (*)   -     (4,267,816 )   -     (4,267,816 )
                         
Balance as at December 31, 2020 $ 10,621,366   $ 17,466,671   $ 2,932,905   $ 31,020,942  
                         
   Additions   138,425     1,944,702     3,583,012     5,666,139  
   Earn-in Barrick payment (*)   -     (1,971,670 )   -     (1,971,670 )
Balance as at June 30, 2021 $ 10,759,791   $ 17,439,703   $ 6,515,917   $ 34,715,411  

(*)The joint venture with  Barrick was terminated in Q2 2021


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

There are $602,250 of intangible exploration and evaluation assets as at June 30, 2021 (December 31, 2020 - $602,250). These Intangible exploration and evaluation assets are in relation to mineral rights acquired with respect to the Ngayu ($150,000), Devon ($152,250) and Navarro ($300,000) properties. 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.

b. Ngayu

The Ngayu project consists of various exploration permits and is found within the Tshopo, Haut-Uélé and Ituri provinces 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, 2020 and December 31, 2019, 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 June 30, 2021, the Company determined that no impairment charge or gain was required.

c. Devon

The Devon properties consist of three (3) exploration permits situated in the province of Haut-Uele in north eastern Congo. These exploration permits were renewed during 2018 and are subject to final DRC Cadastre Minier (CAMI) administrative processing.

d. Navarro

The Navarro properties consist of six (6) exploration permits situated in the provinces of Ituri and Haut-Uele in north eastern Congo.

e. Adumbi

The Adumbi (previously KGL-Somituri, See Note 4) properties consist of six (6) 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 the agreement with Resolute, KGL and Kilo Inc. (see Note 4). The six 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 10% free carried interest owned by the government of the Congo). See Note 4.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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.

f. 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 49% 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).

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.

10. 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:

June 30, 2021                  
    Property, plant and
equipment
    Intangible assets     Exploration and
evaluation
 
Congo $ 366,113     -   $ 35,317,661  
Canada $ 235,642     -     -  
  $ 601,755     -   $ 35,317,661  
December 31, 2020                  
                   
    Property, plant and
equipment
    Intangible assets     Exploration and
evaluation
 
Congo $ 205,189     -   $ 31,623,192  
Canada $ 322,715   $ 1     -  
  $ 527,904   $ 1   $ 31,623,192  

11. Accounts Payable

The following table summarizes the Company's accounts payable:

    June 30, 2021     December 31, 2020  
Exploration and evaluation expenditures $ 762,800   $ 417,566  
Non-exploration and evaluation expenditures $ 561,974   $ 297,886  
Total Accounts Payable $ 1,324,774   $ 715,452  


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

12. Loan

a) In June 2018, as part of the closing of the acquisition of Devon, the Company issued an unsecured non-interest bearing note in the amount $265,000, payable on demand, in satisfaction of the non-share component of the consideration for the Devon acquisition. As at June 30, 2021, the balance of $nil was outstanding (December 31, 2020 - $11,650).

b) In May 2020, the Company received a $29,352 (Cdn$40,000) line of credit ("CEBA LOC") with 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 will automatically convert 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, 2022, the repayment of the remining 25% of such CEBA Term Loan shall be forgiven. If on December 31, 2022, the Company exercises the option for a 3-year extension, 5% interest during the term extension period will apply on any balance remaining.

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 $5,201 (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. For the three and six months ended June 30, 2021, interest of $255 (Cdn$313) and $488 (Cdn$626) has been accreted on the CEBA LOC and is included within "interest and bank expenses" in the consolidated statement of loss and comprehensive loss (for the three and six months ended June 30, 2020 - $Nil and $Nil, respectively).

As at June 30, 2021, the CEBA LOC is valued at $27,727 (Cdn$34,367) (December 31, 2020 - $26,501 (Cdn$33,741)).

13. 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.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

b) Issued share capital

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

    Number of shares     $US  
                   
Balance - December 31, 2019         95,280,978     79,841,286  
                   
February 3, 2020   500,000     95,780,978     135,594  
February 6, 2020   22,659     95,803,637     8,502  
February 25, 2020   6,000,000     101,803,637     1,807,200  
cost of issuance               (80,841 )
February 28, 2020   375,000     102,178,637     100,535  
June 30, 2020   24,896     102,203,533     8,292  
July 31, 2020   8,000,000     110,203,533     2,984,000  
August 27, 2020   2,000,000     112,203,533     761,700  
cost of issuance         560,779     (427,145 )
September 9, 2020   20,640     112,224,173     8,578  
                   
Balance - December 31, 2020         112,224,174     85,147,700  
                   
February 2, 2021   1,930,000     114,154,174     753,183  
February 3, 2021   6,070,000     120,224,174     2,374,281  
February 12, 2021   3,500,000     123,724,174     1,376,725  
March 8, 2021   1,050,000     124,774,174     99,527  
cost of issuance               (941,195 )
June 21, 2021   600,000     125,374,174     363,600  
transfer from contributed surplus               66,083  
                   
Balance - June 30, 2021         125,374,174     89,239,903  

In February 2020, the Company closed a private placement of 6,000,000 common shares of the Company at a price of Cdn$0.40 per share for gross proceeds of $1,807,200 (Cdn$2,400,000). In connection with this private placement, the Company incurred $80,842 of issuance costs settled in cash. A total of 1,790,000 of the common shares were purchased by certain insiders of the Company, including Mr. Kondrat, who purchased 1,440,000 of the common shares. The Company also issued in February 2020, 22,659 common shares at a price of Cdn$0.50 per share as the consideration for certain consulting services rendered by a third party and warrants to purchase 875,000 common shares of the Company were exercised at a price of Cdn$0.36 per share for gross proceeds of $236,129 (Cdn$315,000).

In June 2020, the Company issued 24,896 common shares at a price of Cdn$0.4539 per share, as the consideration for consulting services rendered by a third party.

In July and August 2020, the Company closed, in two tranches, a private placement financing (the "Financing") for a total of 10,000,000 common shares of the Company at a price of Cdn$0.50 per share for total gross proceeds of $3,745,700 (Cdn$5,000,000).  A total of 3,390,000 of the said shares were purchased by certain insiders of the Company. In connection with this private placement, the Company incurred $427,145 of issuance costs settled in cash and warrants.

In September 2020, the Company issued 20,640 common shares at a price of Cdn$0.5475 per share, as the consideration for consulting services rendered by a third party.

In February 2021, the Company completed, in two tranches, a private placement of a total of 11,500,000 units of the Company at a price of Cdn$0.50 per unit for gross proceeds of $4,504,188 (Cdn$5,750,000). Each such unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company, with each 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 12 months following the closing date of the issuance of the units. In March 2021, stock options to purchase a total of 1,050,000 common shares of the Company were exercised for gross proceeds of $99,527 (Cdn$126,000).


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

In June 2021, warrants to purchase 600,000 common shares of the Company were exercised for gross proceeds of $363,600 (Cdn$450,000).

As of June 30, 2021, the Company had issued and outstanding 125,374,174 common shares (December 31, 2020 - 112,224,174). No preference shares are issued and outstanding.

c) Common share purchase warrants

The following table summarizes the Company's common share purchase warrants outstanding as at June 30, 2021:

Date of Grant   Opening
Balance
    Granted
during
period
    Exercised     Expired     Closing
Balance
    Exercise Price
(Cdn $)
    Exercise period
(months)
    Expiry Date     Remaining
contractual life
(months)
 
2020-07-31    123,000     -     -     -     123,000   $ 0.61     24     2022-07-31     13  
2020-09-18    414,000     -     -     -     414,000   $ 0.61     24     2022-08-26     14  
2021-02-02   -     1,050,800     -     -     1,050,800   $ 0.75     12     2022-02-02     7  
2021-02-03   -     3,101,000     -     -     3,101,000   $ 0.75     12     2022-02-03     7  
2021-02-12   -     1,804,000     -     -     1,804,000   $ 0.75     12     2022-02-12     8  
2021-06-21               (600,000 )   -     (600,000 ) $ -     -     -     -  
    537,000     5,955,800     (600,000 )   -     5,892,800                          

As at June 30, 2021, the Company had 5,892,800 outstanding common share purchase warrants (December 31, 2020 - 537,000).

During the period ended June 30, 2021, the Company issued 5,750,000 common share purchase warrants and 205,800 finder warrants in connection with the February 2021 private placement financing. In June 2021, 600,000 warrants were execised at an exercise price of Cdn$0.75 per share. During the year ended December 31, 2020, the Company issued 537,000 finder warrants in connection with the July and August 2020 private placement financing. These warrants are classified as equity settled share-based payment transactions and accounted for under IFRS 2.

No warrants were forfeited or cancelled during the period ended June 30, 2021 and for year ended December 31, 2020.

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: 0.17% - 0.29%, 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: 78.23% - 92.15%, which is based on the Company's historical stock prices

(iii) Expected life: 0 - 2 year

(iv) Expected dividends: $Nil

d) Loss per share

Loss per share was calculated on the basis of the weighted average number of common shares outstanding for the three and six months ended June 30, 2021 amounting to 124,833,515 and 122,091,743 common shares, respectively (three and six months ended June 30, 2020 amounting to 102,178,911 and 100,839,376 common shares, respectively). The diluted weighted average number of common shares outstanding for the three and six months ended June 30, 2021 amounted to 124,833,515 and 122,091,743 common shares, respectively (three and six months ended June 30, 2020 amounted to 102,178,911 and 100,839,376 common shares, respectively). Stock options and warrants are considered anti-dilutive and therefore are excluded from the calculation of diluted loss per share.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

14. 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 and March 15, 2021 and certain stock options granted on September 15, 2020 fully vested on the 4 month anniversary of the grant date, and (b) other stock options granted on September 15, 2020 vested on the grant date.

The following tables summarize information about stock options:

For the six months ended June 30, 2021:

 Exercise Price Range
(Cdn$)

Opening
Balance

During the period

Closing
Balance

Weighted

Vested &
Exercisable

Unvested 

Granted

Exercised

Forfeiture

Expired 

average
remaining
contractual
life (years)

 

 

 

 

 

 

 

 

 

 

0-0.70

5,505,000

1,600,000

(1,050,000)

-

-

6,055,000

3.64

4,361,250

1,693,750

Weighted Average

 

 

 

 

 

 

 

 

 

Exercise Price

0.30

0.65

0.12

 

 

0.47

 

0.34

 

For the year ended December 31, 2020:

Exercise Price Range
(Cdn$)

Opening
Balance

During the year

Closing
Balance

Weighted

Vested &
Exercisable

Unvested 

Granted

Exercised

Forfeiture

Expired

average

remaining

contractual
life (years)

 

 

 

 

 

 

 

 

 

 

0-0.70

4,840,000

665,000

-

-

-

5,505,000

3.07

5,153,750

351,250

Weighted Average

 

 

 

 

 

 

 

 

 

Exercise Price

0.27

0.54

 

 

 

0.30

 

0.30

 

During the three and six months ended June 30, 2021, the Company recognized in the statement of loss and comprehensive loss as an expense $327,586 and $439,808, respectively (three and six months ended June 30, 2020 - $12,348 and $239,253, respectively) representing the vesting of the fair value at the date of grant of stock options previously granted to employees, consultants, directors and officers under the Company's Stock Option Plan. An amount of $662 representing the vesting of fair value at the date of grant of stock options previously granted to consultants was recognized under consulting, management and professional fees in the consolidated statements of loss and comprehensive loss. In addition, an amount of $92,014 and $121,811 for the three and six months ended June 30, 2021 respectively (three and six month ended June 30, 2020 - $nil) related to stock options issued to employees of the Company's subsidiary in the Congo was capitalized to exploration and evaluation asset.

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% - 1.66%, which is based on the Bank of Canada benchmark bonds yield 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: 84.72% - 1024%, which is based on the Company's historical stock prices


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

(iii) Expected life: 3 years

(iv) Expected dividends: $Nil

15. Lease obligations

The Company has a lease agreement for the head office location in Toronto, Canada with a monthly obligation of approximately $16,500 (Cdn $22,500).

Effective January 1, 2019, the Company adopted IFRS 16 to its accounting policy and recognized a right-of-use asset and a lease liability of $739,106 (Cdn $1,008,331) for its office lease agreement. On July 1, 2020 the right-of-use-asset was revalued at $687,957 (Cdn $932,123). 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 3.45%. As at June 30, 2021, the undiscounted cash flows for this office lease agreement to October 31, 2022 were $265,613 (Cdn $430,545).

Changes in the lease obligation for the three and six months ended June 30, 2021 and year ended December 31, 2020 were as follows:

    June 30, 2021     December 31, 2020  
Balance - beginning of the period $ 348,244   $ 591,183  
Liability settled $ (110,016 ) $ (213,183 )
Liability revaluation $ -   $ (51,149 )
Interest expense $ 5,566   $ 21,393  
Balance - end of the period $ 243,794   $ 348,244  
             
    Current portion $ 195,382   $ 188,370  
    Long-term portion $ 48,411   $ 159,874  
Total lease obligation $ 243,794   $ 348,244  

For the three and six months ended June 30, 2021, the Company recognized lease revenues of $13,443 and $26,476 in the interim condensed consolidated statements of loss and comprehensive loss from its sub-lease arrangement with Gentor Resources Inc (three and six months ended June 30, 2020 - $12,793 and $27,940 respectively). The Company has an exploration office lease in Congo, which can be cancelled with three months notices in advance without any penalty. For the three and six months ended June 30, 2021, the lease expense in the amount of $5,100 and $10,200 respectively (three and six months ended June 30, 2020 - $5,100 and $10,200 respectively) in relation to the Congo office, was capitalized to exploration and evaluation assets.

16. Financial risk management objectives and policies

a) Fair value of financial assets and liabilities

The interim condensed consolidated statements of financial position carrying amounts for cash and cash equivalents, advances receivable and prepaid expenses, balances due to and 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);

Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

  • 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.

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 interim condensed 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 June 30, 2021 and December 31, 2020. The table below also provides a sensitivity analysis of a 10 percent strengthening of the US dollar against the Canadian dollar which would have increased 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 June 30, 2021 and December 31, 2020.

    June 30, 2021      December 31, 2020  
    Canadian dollar     Canadian dollar  
Cash and cash equivalents   348,335     260,173  
Advances receivable and prepaids   131,260     22,353  
Accounts payable and accrued liabilities   (437,918 )   (508,573 )
Due from related parties   203,361     42,619  
Due to related parties   (218,587 )   (355,419 )
Employee retention allowance   (234,471 )   (234,471 )
Loans   (34,367 )   (33,741 )
Total foreign currency financial assets and liabilities   (242,386 )   (807,060 )
Foreign exchange closing rate   0.8068     0.7854  
Total foreign currency financial assets and liabilities in US $   (195,557 )   (633,865 )
Impact of a 10% strengthening of the US $ on net loss   (19,556 )   (63,386 )

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. 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.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

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 June 30, 2021 and December 31, 2020 was as follows:

    June 30,
2021
    December 31,
2020
 
Cash and cash equivalents $ 384,682   $ 256,624  
Advances receivable and prepaid expenses $ 284,888   $ 236,667  
  $ 669,570   $ 493,291  

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 $1,324,774, accrued liabilities of $150,130, due to related parties of $174,831, employee retention allowance of $189,171and lease obligation of $195,382 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.

    June 30,
2021
    December 31,
2020
 
Share capital $ 89,239,903   $ 85,147,700  
Reserves $ 10,145,392   $ 8,940,059  
Deficit $ (64,749,662 ) $ (63,209,457 )
  $ 34,635,633   $ 30,878,302  

The Company's capital management objectives, policies and processes have remained unchanged during the six months ended June 30, 2021 and the year ended December 31, 2020.

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.


Loncor Gold Inc.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2021
(Expressed in U.S. dollars, except for per share amounts - unaudited)

17. Supplemental cash flow information

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

      For the three months ended     For the six months ended  
  Note   June 30, 2021     June 30, 2020     June 30, 2021     June 30, 2020  
                           
Depreciation included in exploration and evaluation assets 8 $ 4,186   $ 4,194   $ 8,375   $ 8,389  
Exploration and evaluation expenditures paid by Barrick 9   767,718     866,961     1,971,670     1,801,713  
Fees paid by common shares, stock options or warrants 13b   271     -     23,004     63,727  

18. Employee Retention Provision

The following table summarizes information about changes to the Company's employee retention provision during the six months ended June 30, 2021.

    $  
Balance at December 31, 2019   180,519  
Foreign exchange adjustment   3,640  
Balance at December 31, 2020   184,159  
Foreign exchange adjustment   5,012  
Balance at June 30, 2021   189,171  

19. Government Assistance

In April 2020, the Government of Canada announced the Canada Emergency Wage Subsidy ("CEWS") in order to help employers retain and/or return Canadian-based employees to payrolls in response to challenges posed by the COVID-19 pandemic. Loncor determined that it met the employer eligibility criteria and applied for the CEWS retroactively to March 15, 2020. Cash payments of $30,295 (Cdn $40,604) were received in the year 2020. The Company has recorded a total gross subsidy of $nil under "interest and other income" in the consolidated statement of loss and comprehensive loss for the period ended June 30, 2021 (year ended December 31, 2020 - $30,295).

In July 2020, the program was redesigned and extended until December 2020. In September and November 2020, the Government of Canada announced further extensions of the program to June 2021. The Company intends to continue its participation in the CEWS program, subject to meeting the eligibility requirements. There are no unfulfilled conditions or other contingencies attaching to the current CEWS program.

20. Events After the Reporting Period

In July 2021, the Company closed a non-brokered private placement of 7,850,000 units of the Company (the "Units") at a price of Cdn$0.70 per Unit for gross proceeds of Cdn$5,495,000. Each Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company, with each Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.95 for a period of 12 months following the closing date of the issuance of the Units.   



MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE SECOND QUARTER ENDED JUNE 30, 2021

The following management's discussion and analysis ("MD&A"), which is dated as of August 11, 2021, 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 six month periods ended June 30, 2021, 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 six month periods ended June 30, 2021 (the "Second Quarter Financial Statements"), together with the MD&A and audited consolidated financial statements as at and for the year ended December 31, 2020 (the "Annual Financial Statements").  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 report on Form 20-F dated March 31, 2021, is available on SEDAR at www.sedar.com 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 drilling and other future exploration, potential mineral resources, undertaking a Preliminary Economic Assessment, 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 drilling 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, activities of the Company may be adversely impacted by the continued spread of COVID-19, the possibility that future exploration (including drilling) 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.


Cautionary Note to U.S. Investors

The United States Securities and Exchange Commission (the "SEC") permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce.  Certain terms are used by the Company, such as "Indicated" and "Inferred" "Resources", that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC.  U.S. Investors are urged to consider closely the disclosure in the Company's Form 20-F annual report, File No. 001- 35124, which may be secured from the Company, or from the SEC's website at http://www.sec.gov/edgar.shtml. 

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 and two neighbouring deposits hold an inferred mineral resource of 3.466 million ounces of gold (42.996 million tonnes grading 2.51 g/t Au), with 84.68% of this resource being attributable to Loncor via its 84.68% interest in the Imbo Project.  Loncor is currently carrying out a drilling program at the Adumbi deposit with the objective of outlining additional mineral resources.  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 July 2021, the Company closed a non-brokered private placement of 7,850,000 units of the Company (the "B-Units") at a price of Cdn$0.70 per B-Unit for gross proceeds of Cdn$5,495,000 (the "Financing"). Each B-Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, a "B-Warrant") of the Company, with each B-Warrant entitling the holder thereof to acquire one common share of the Company at an exercise price of Cdn$0.95 for a period of 12 months following the closing date of the issuance of the B-Units. The Company intends to use the proceeds from the Financing for continued exploration and development of the Company's Imbo Project, including additional drilling and funding of a Preliminary Economic Assessment ("PEA"), and for general corporate purposes.

In a press release dated June 17, 2021, the announced that it has awarded the PEA relating to the Company's Imbo Project to SENET and Minecon Resources and Services Limited ("Minecon"). The focus of the PEA will be on the Adumbi deposit. has been deposit. SENET will assist in the metallurgical testwork as well as undertaking mineral processing plant design and flowsheet and project infrastructure including water, power, tailings dam facility and the associated determination of capital and operating costs. Minecon, which has been undertaking geological and mineral resource assistance to the Company since late 2019, will be responsible for the geological, mineral resource, mining and environmental studies of the PEA including mining capital and operating costs.


On June 11, 2021, the Company filed on SEDAR an updated National Instrument 43-101 technical report relating to the Company's Imbo Project, in particular, the increased gold mineral resource estimate for the Adumbi deposit found within the Imbo Project reported in the Company's April 27, 2021 press release. This technical report, which was prepared by Minecon Resource and Services Limited, has an effective date of April 27, 2021 and is entitled "Updated Resource Statement and Independent National Instrument 43-101 Technical Report, Imbo Project, Ituri Province, Democratic Republic of the Congo".

In June  2021, the Company changed its name from Loncor Resources Inc. to Loncor Gold Inc. to better brand Loncor's business as a gold exploration company. Loncor's common shares commenced trading on the Toronto Stock Exchange ("TSX") under the new name at the opening of trading on Thursday, June 10, 2021. The Company's trading symbol on the TSX remained "LN".

In May 2021, the Company announced that Barrick Gold has informed Loncor that it will not be continuing exploration on the Loncor/Barrick joint venture ground (which ground covered approximately 2,000 square kilometers of the Ngayu greenstone belt) . Loncor will be assessing the results of the Barrick joint venture program to determine whether further exploration by Loncor on the joint venture ground is warranted. In particular, the Mongaliema target, which is only seven kilometres from Loncor's Makapela deposit, will be further explored by Loncor especially as this promising target has not been drilled by Barrick. Mongaliema will be evaluated to determine whether it has the resource potential to be combined with the nearby Makapela deposit. The high grade of the Makapela deposit also affords the potential for this resource to be transported to a central processing facility at Adumbi.

In April 2021, the Company announced a 44% increase in mineral resources at its Adumbi deposit in the Imbo Project (see Company press release dated April 27, 2021).  Compared to the inferred mineral resource of 2.19 million ounces of gold (28.97 million tonnes grading 2.35 g/t Au) outlined in April 2020 (see Company press release dated April 17, 2020), further drilling has now increased the Adumbi inferred mineral resource by 44% to 3.15 million ounces of gold (41.316 million tonnes grading 2.37 g/t Au), constrained within a US$1,500 open pit shell.  84.68% of this inferred mineral resource is attributable to Loncor via its 84.68% interest in the Imbo Project.  This mineral resource assessment was undertaken by the Company's independent geological consultants Minecon Resources and Services Limited.  The updated estimate for Adumbi was based on the additional drilling and a review of the Adumbi deposit including remodelling, grade and considering the CIM requirement for mineral resources to have "reasonable prospects for economic extraction".

From November 2020 to July 2021, the Company announced assay results from its drilling program at its Adumbi deposit within its 84.68% owned Imbo Project. Reference is made to the Company's July 12, 2021, May 25, 2021, March 25, 2021, March 4, 2021, February 18, 2021, January 5, 2021, December 22, 2020 and November 30, 2020 press releases for details of drilling results reported.


In a press release dated February 24, 2021, the Company announced that recent soil geochemical results have outlined four significant, undrilled mineralised trends at its 84.68%-owned Imbo Project. The focus of greenfields exploration by Loncor is at Imbo East, along trend to the southeast from the Adumbi, Kitenge and Manzako deposits previously delineated in the northwest of the 122 square kilometre project area. Analytical results have been received for all soil samples from the completed 5.4 kilometre by 2.3 kilometre grid, east of the Imbo River where soil samples were collected every 40 metres on lines 160 metres apart. Geological mapping, soil geochemical, rock chips and channel sampling of old colonial trenches and artisanal workings have outlined four significant mineralised trends - Esio Wapi, Museveni, Mungo Iko and Paradis - approximately 8 to 10 kilometres southeast of the Adumbi deposit. Additional infill soil sampling, augering and channel sampling will be undertaken at Esio Wapi, Paradis, Museveni and Mungo Iko to better define these mineralised trends prior to outlining drill targets.

In February 2021, the Company closed a non-brokered private placement financing, involving the issue of 11,500,000 units of the Company (the "A-Units") at a price of Cdn$0.50 per A-Unit for gross proceeds of Cdn$5,750,000. Each A-Unit consists of one common share of the Company and one-half of one common share purchase warrant (each whole common share purchase warrant, an "A-Warrant") of the Company, with each A-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 12 months following the closing date of the issuance of the A-Units. A total of 1,400,000 of the A-Units were purchased by certain insiders of the Company. The uses of proceeds from this financing were for continued exploration and development of the Company's Imbo Project and for general corporate purposes.

In November 2020, the Company announced that it had entered into two new agreements with its then joint venture partner Barrick Gold (DRC) Limited relating to the Loncor/Barrick joint venture in the Ngayu greenstone belt.

In October 2020, the Company announced that it commenced drilling on its 84.68% owned Imbo Project. The objective of the drilling program is to increase mineral resources at the Adumbi deposit. The initial holes targeted mineralized zones within the open pit shell where closer spaced holes were required to outline additional resources. After the initial holes, the focus of the drilling is on outlining additional resources below the pit shell where the gold mineralization remains open at depth over a strike length of over 600 metres.

In September 2020, the Company announced that recent exploration results have outlined a number of significant, undrilled mineralised trends at its 84.68%-owned Imbo Project. Reference is made to the Company's September 21, 2020 press release for details of sampling results reported at the Esio Wapi, Paradis and Museveni prospects located in the eastern part of the Imbo Project.

Also in September 2020, the Company reported that its subsidiary, Adumbi Mining, was restructured as per the requirements of the OHADA (Organization for the Harmonization of Business Law in Africa) Uniform Act relating to commercial companies.  OHADA Uniform Acts provide for a system of common business laws which have been adopted by seventeen West and Central African countries, including the DRC.  The restructuring resulted in Loncor increasing its interest in Adumbi Mining to 84.68%, minority shareholders holding 5.32% and the DRC 10%.  The DRC was allocated 10% in accordance with the requirements of the new DRC Mining Code enacted in 2018.  Also, as a result of the restructuring, Adumbi Mining will now operate as "Adumbi Mining S.A." rather than Adumbi Mining SARL.


In a press release dated September 2, 2020, the Company reported that its common shares are now quoted on the Frankfurt Stock Exchange under the trading symbol LO51.

In August 2020, the Company completed a private placement of 10,000,000 common shares of the Company at a price of Cdn$0.50 per share for gross proceeds of Cdn$5,000,000.  A total of 3,390,000 of these shares were purchased by certain insiders of the Company. The uses of proceeds from this financing were for the drill program on the Adumbi deposit at the Company's Imbo Project and for general corporate purposes. 

In a press release dated June 24, 2020, the Company announced that its subsidiary, Adumbi Mining, had entered into a joint venture agreement with Barrick for two exploitation permits held by Adumbi Mining covering ground contiguous to the Company's Imva area within the Ngayu greenstone belt in the northeast of the DRC.

Also in June 2020, the Company announced that Barrick had commenced its core drilling program on several priority gold targets within the Ngayu greenstone belt pursuant to the then Loncor/Barrick joint venture. Since entering into the first JV agreement with Loncor in January 2016, Barrick had conducted various exploratory programs to define drill targets, targets that offered the early potential of attaining "Tier 1" status.

The Company also provided an update in June 2020 of exploration activities by Loncor at Loncor's Imbo Project. 

In a press release dated June 10, 2020, the Company announced that it has filed on SEDAR an independent National Instrument 43-101 technical report relating to the Company's Imbo Project, in particular, the updated gold mineral resource estimates for the Imbo Project reported in the Company's April 17, 2020 press release (which update resulted in a 49% increase in mineral resources at the Imbo Project).  The technical report, which was prepared by Minecon Resources and Services Limited, has an effective date of April 17, 2020 and is entitled "Independent National Instrument 43-101 Technical Report on the Imbo Project, Ituri Province, Democratic Republic of the Congo".

In March 2020, the Company announced that it had acquired an additional 5.04% of its subsidiary Adumbi Mining pursuant to a private transaction with one of the former minority shareholders of Adumbi Mining.  This acquisition increased the Company's interest in Adumbi Mining from 71.25% to 76.29% (this interest was subsequently increased to 84.68% as set out above). 

In February 2020, the Company completed a private placement of 6,000,000 common shares of the Company at a price of Cdn$0.40 per share for gross proceeds of Cdn$2,400,000. The use of proceeds from this financing was general corporate purposes. A total of 1,790,000 of the said shares were purchased by certain insiders of the Company, including Mr. Kondrat, who is Chief Executive Officer and a director of the Company and who purchased 1,440,000 of the said shares.

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 Imbo Project (which includes the Adumbi deposit) is contained in the technical report of Minecon Resources and Services Limited dated April 27, 2021 and entitled "Updated Resource Statement and Independent National Instrument 43-101 Technical Report, Imbo Project, Ituri Province, Democratic Republic of the Congo". A copy of the said report can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov.

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.sedar.com and EDGAR at www.sec.gov.

Results of Operations

For the three and six months ended June 30, 2021, the Company reported a net loss of $708,017 and $1,540,205 respectively, compared to a net loss of $437,698 and $1,102,392 for the respective three and six month periods ended June 30, 2020. Expenses capitalized to mineral properties are discussed under the "Exploration and Evaluation Expenditures" section below. Significant changes occurred during the three and six month periods ended June 30, 2021 in the expense categories described below as compared to the three and six month periods ended June 30, 2020:

Consulting, management and professional fees

Consulting, management and professional fees were $148,664 and $275,698 during the respective three and six month periods ended June 30, 2021 as compared to $179,707 and $359,653 incurred during the respective comparative periods in 2020. Professional fees (which were mainly legal fees) and consulting fees decreased due to the Company's decrease in general corporate activities during the first two quarters of 2021 as compared to the same periods in 2020.

Employee benefits

The Company's employee benefits expense increased to $231,563 and $663,345 for the respective three and six month periods ended June 30, 2021 as compared to $153,282 and $272,849 incurred during the respective corresponding periods in 2020. The increase in costs was mainly due to an increase in employees and their related costs and bonus payments at head office during the first half of 2021 compared to the first half of 2020. 

Office and sundry

For the three and six month periods ended June 30, 2021, office and sundry expenses increased to $52,492 and $148,539 respectively, compared to $26,856 and $67,473  for the respective three and six month periods ended June 30, 2020, mainly due to an  increase in filing and other financing associated fees over the comparative period.


Share-based payments

Share-based payment expenses were $327,586 and $439,808 during the respective three and six-month periods ended June 30, 2021, compared to $12,348 and $239,253 incurred during the respective comparative periods in 2020. The increase in share-based payments was related to new stock options issued to employees, directors, officers and consultants of the Company in the first half of 2021.

Travel and promotion

The Company incurred travel and promotion expenses of $50,062 and $81,089 during the respective three and six month periods ended June 30, 2021, compared to $11,877 and $132,928 incurred during the respective corresponding periods in 2020, as a result of Covid-19 related travel restrictions as well as fewer promotional activities during  2021.

Foreign exchange gain (loss)

The Company recorded a foreign exchange gain of $26,379 and $35,252 during the respective three and six-month periods ended June 30, 2021, compared to a foreign exchange loss of $33,519 and a foreign exchange gain of $631 for the respective corresponding periods in 2020. 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 $126,636 and $140,682 for the three and six month periods ended June 30, 2021, compared to $37,672 and $53,383 for the respective corresponding periods in 2020. This increase was primarily due to the 2021 recognition of Harmonized Sales Tax recoveries of $112,137 during the second quarter of 2021, corresponding to previous years' purchases. Interest and other income also included the sub-lease income being recorded on the right-of-use lease asset. As well, during the second quarter of 2020, as a result of COVID-19, the Company qualified for an amount of $22,328 under the Canada Emergency Wage Subsidy (CEWS) program, which was recorded as other income in the interim condensed consolidated statements of loss and comprehensive loss.

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 second quarter of 2021. 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.



  2021 2021 2020 2020
  2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 
         
Net loss ($708,017) ($832,188) ($524,089) ($617,079)
Net loss per share  $          (0.01)  $          (0.01)  $          (0.00)  $          (0.01)
         
  2020 2020 2019 2019
  2nd Quarter 1st Quarter 4th Quarter 3rd Quarter 
         
Net loss ($437,698) ($664,694) ($843,372) ($356,304)
Net loss per share   $          (0.00)  $          (0.01)  $          (0.01)  $          (0.01)

The Company's net loss for the second quarter of 2021 decreased to $708,017 compared to the net loss of $832,188 incurred during the first quarter of 2021. The decrease in the net loss was mainly due to a decrease of $200,219 in employee benefits, a decrease of $43,555 in office and sundry, and an increase in interest and other income of $112,590. This was offset by an increase of $215,364 in share-based payments, an increase of $21,630 in consulting, management and professional fees as well as an increase of $20,115 in travel and promotions during the second quarter of 2021 compared to the first quarter of 2021.

The Company's net loss for the first quarter of 2021 increased to $832,188 compared to the net loss of $524,089 incurred during the fourth quarter of 2020. The increase in the net loss was mainly due to an increase of $286,799 in employee benefits, an increase of $80,056 in share- based payments and an increase of $77,183 in office and sundry, offset by a decrease of $125,993 in consulting, management and professional fees as well as by a gain of $30,480 on derivative financial instruments during the first quarter of 2021 compared to the fourth quarter of 2020.

The Company's net loss for the fourth quarter of 2020 decreased to $524,089 compared to a net loss of $617,079 during the third quarter. The decrease in net loss was mainly due to a decrease of $33,124 in consulting, management and professional fees, a decrease of $61,866 in travel and promotion as well as a decrease of $23,122 in office and sundry expenses during the fourth quarter of 2020 compared to the third quarter of 2020.

The Company's net loss for the third quarter of 2020 increased to $617,079 compared to a net loss of $437,698 during the second quarter of 2020. The increase in loss was mainly due to an increase of $106,444 in consulting fees and an increase of $72,281 in shareholder information and promotion costs.

The Company's net loss for the second quarter of 2020 decreased to $437,698 compared to a net loss of $664,694 during the first quarter of 2020. The decrease in net loss was mainly due to a decrease of $109,174 in travel and promotion and $214,557 in share-based payments, which was offset by an increase of $67,669 in foreign exchange loss and the gain of $31,888 on derivative financial instruments during the during the first quarter of 2020 as compared to the second quarter of 2020.

The Company's net loss for the first quarter of 2020 decreased to $664,694 compared to a net loss of $843,372 during the fourth quarter of 2019. The decrease in net loss was mainly due to a decrease of $412,344 in consulting, management and professional fees offset by an increase of $110,852 in travel and promotion, an increase of $87,498 in share-based payments as well as a loss of $48,838 on derivative financial instruments during the during the first quarter of 2020 compared to the fourth quarter of 2019.


The Company's net loss for the fourth quarter of 2019 increased to $843,372 compared to a net loss of $356,304 during the third quarter. The increase in net loss was mainly due to an increase of $592,290 in consulting, management and professional fees mainly in relation to the acquisition of Kilo Inc. as well as an increase of $140,942 in employee benefits in relation to bonuses to directors and officers of the Company during the fourth quarter of 2019. This was offset by a gain of $80,726 on derivative financial instruments during the fourth quarter of 2019 compared to the third quarter of 2019.

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 June 30, 2021, the Company had cash and cash equivalents of $384,682 and working capital deficit of $1,207,645 compared to cash and cash equivalents of $256,624 and a working capital deficit of $1,086,420 as at December 31, 2020.

During the three and six months ended June 30, 2021, the Company incurred exploration expenditures of $2,935,647 and $5,666,139 respectively, of which $749,966 and $1,971,670 was funded by Barrick for the respective three and six month periods ended June 30, 2021, under the then joint venture between Barrick and the Company (three and six month periods ended June 30, 2020 - $1,265,596 and $2,666,772 respectively). 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 fiscal 2020 and during the first two quarters of 2021.

In March 2021, stock options to purchase 1,050,000 common shares of the Company were exercised for gross proceeds of $99,527 (Cdn$126,000). In June 2021, warrants to purchase 600,000 common shares of the Company were exercised for gross proceeds of $363,600 (Cdn$450,000) 

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 June 30, 2021 are described in the following table:

          Payments due in     Payments due  
Contractual obligations   Total     less than 1 year     in 1 to 3 years  
Lease $ 243,794   $ 195,382   $ 48,411  
Loan $ 27,727   $ -   $ 27,727  
                   
Total $ 271,521   $ 195,382   $ 76,138  

Exploration and Evaluation Expenditures

The following tables provide breakdowns of exploration and evaluation expenditures incurred during the six months ended June 30, 2021 and 2020, respectively:

    North Kivu Project     Ngayu Projects     Imbo Project     Total  
Balance 12/31/2020 $ 10,714,798   $ 17,975,489   $ 2,932,905   $ 31,623,192  
                         
Field camps   -     -     376,465     376,465  
Geochemestry   -     19,316     119,180     138,496  
Geology   -     437,145     903,760     1,340,905  
Drilling   -     452,158     1,183,391     1,635,549  
Feasibility studies   -     -     13,572     13,572  
Helicopter   -     -     68,850     68,850  
Travel   2,800     109,474     43,715     155,989  
Professional fees   46,491     1,200     160,450     208,141  
Office and sundry   23,884     450,177     93,005     567,066  
Interest and bank charges   1,521     71     20,426     22,018  
Salaries   63,305     459,936     248,513     771,754  
Amortization   424     -     7,951     8,375  
Other   -     15,225     343,734     358,959  
Expenditures for the period   138,425     1,944,702     3,583,012     5,666,139  
Funding from Barrick   -     (1,971,670 )   -     (1,971,670 )
Balance 6/30/2021 $ 10,853,223   $ 17,948,521   $ 6,515,917   $ 35,317,661  

 


    North Kivu Project     Ngayu Projects     Imbo Project     Total  
Balance 12/31/2019 $ 10,590,729   $ 17,907,081   $ 254,283   $ 28,752,093  
                         
Mineral properties   -     -     140,000     140,000  
Field camps   -     -     134,791     134,791  
Geophysics   -     28,871     -     28,871  
Geochemistry   -     51,066     9,102     60,168  
Geology   -     302,845     2,400     305,245  
Drilling   -     163,976     -     163,976  
Feasibility studies   -     26,767     -     26,767  
Travel   -     239,508     7,042     246,550  
Professional fees   57,000     115,615     296,586     469,201  
Office and sundry   4,025     419,093     40,440     463,558  
Interest and bank charges   -     2,435     6,663     9,098  
Salaries   -     439,364     60,361     499,725  
Amortization   438     -     7,951     8,389  
Other   -     47,322     63,111     110,433  
Expenditures for the period   61,463     1,836,862     768,447     2,666,772  
Funding from Barrick   -     (1,801,713 )   -     (1,801,713 )
Balance 06/30/2020 $ 10,652,192   $ 17,942,230   $ 1,022,730   $ 29,617,152  

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 August 11, 2021 the Company had outstanding 133,224,174 common shares, 6,055,000 stock options to purchase common shares and 9,880,241 common share purchase warrants.

Related Party Transactions

a) Key Management Personnel

Key management includes directors (executive and non-executive), 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 six months ended June 30, 2021 and June 30, 2020 was as follows:

    For the three months ended     For the six months ended  
    June 30, 2021     June 30, 2020     June 30, 2021     June 30, 2020  
Salaries and bonus $ 159,667   $ 137,304   $ 552,667   $ 251,387  
Compensation expense-share-based payments $ -   $ 2,688   $ 41,774   $ 186,663  
  $ 159,667   $ 139,992   $ 594,441   $ 438,050  

b) Other Related Parties

As at June 30, 2021, an amount of $174,831 relating to management fees and advances provided to the Company was due to Arnold Kondrat ("Mr. Kondrat"), the CEO and a director of the Company (December 31, 2020 - $279,154). Total amount accrued to Mr. Kondrat for the three and six months ended June 30, 2021 were $62,500 and $375,000 (three and six months ended June 30, 2020 - $62,500 and $108,325 respectively).


As at June 30, 2021, an amount of $108,910 was due from Gentor Resources Inc. (a company with common directors) related to common expenses (December 31, 2020 - $26,474).

As at June 30, 2021, an amount of $48,163 was due from KGL Resources Ltd. (a company with a common officer) related to common expenses (December 31, 2020 - $5,766 was due to KGL Resources Ltd.).

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

New Accounting Standards 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, 2023 and are to be applied retrospectively, with early adoption permitted. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.

IAS 16 - Property, Plant and Equipment

On May 14, 2020, the IASB issued an amendment to IAS 16 Property, Plant and Equipment to prohibit deducting from the cost of an item of property, plant and equipment, any proceeds from selling items produced while bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. The proceeds from selling such items, and the cost of producing those items are to be recognized in profit and loss. The amendments are effective for annual periods beginning on or after January 1, 2022 with early adoption permitted. The amendment is to be applied retrospectively only to items of property, plant and equipment that are brought to the location and condition necessary for them to be capable of operating in the manner intended by management on or after the earliest period presented in the financial statements in the year in which the amendments are first applied. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.

IAS 37 - Provisions, Contingent Liabilities and Contingent Assets

On May 14, 2020, the IASB issued an amendment to IAS 37 Provisions, Contingent Liabilities and Contingent Assets to specify which costs an entity includes in determining the cost of fulfilling a contract for the purpose of assessing whether the contract is onerous. The amendment specifies that the cost of fulfilling a contract comprises the costs that relate directly to the contract. Costs that relate directly to the contract can either be incremental costs of fulfilling the contract or an allocation of other costs that relate directly to fulfilling contracts. The amendments are effective for contracts for which the Company has not yet fulfilled all its obligations on or after January 1, 2022 with early adoption permitted. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.


IFRS 9 - Financial Instruments

On May 14, 2020, the IASB issued an amendment to IFRS 9 Financial Instruments clarifying which fees to include in the test in assessing whether to derecognize a financial liability. Only those fees paid or received between the borrower and the lender, including fees paid or received by either the entity or the lender on the other's behalf are included. The amendment is effective for annual periods beginning on or after January 1, 2022 with early adoption permitted. The Company is assessing the financial impact of the amendment on its interim condensed consolidated financial statements.

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 14 of the Second 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 13(c) of the Second Quarter Financial Statements.


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.


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 16(c) of the Second 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. 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 16(d) of the Second Quarter Financial Statements for additional details. 


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.

In December 2019, a novel strain of coronavirus ("COVID-19") emerged in Wuhan, China. Since then, it has spread worldwide and infections have been reported around the world. Canada confirmed its first case of COVID-19 on January 25, 2020 and its first death related to COVID-19 on March 9, 2020. On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. In response to the outbreak, governmental authorities in Canada and internationally have introduced various recommendations and measures to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, quarantines, self-isolations, shelters-in-place and social distancing. The COVID-19 outbreak and the response of governmental authorities to try to limit it are having a significant impact on the private sector and individuals, including unprecedented business, employment and economic disruptions. The continued spread of COVID-19 nationally and globally could have an adverse impact on the Company's business, operations and financial results, as well as result in a further deterioration of general economic conditions including a possible national or global recession. Due to the speed with which the COVID-19 situation has developed and is developing and the uncertainty of its magnitude, outcome and duration, it is not possible to estimate its impact on the Company's business, operations or financial results; however, the impact could be material.

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.   

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. 

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 gain of $26,378 and $35,251 during the respective three and six months ended June 30, 2021, compared to a foreign exchange loss of $33,519 and a foreign exchange gain of $631 during the respective three and six months ended June 30, 2020, 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 report on Form 20-F dated March 31, 2021 for additional risk factor disclosure (a copy of such document can be obtained from SEDAR at www.sedar.com 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, 2020, 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, 2020, 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, 2020, 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, 2020, 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.

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 six months ended June 30, 2021, 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.

 



FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Arnold T. Kondrat, 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 June 30, 2021. 

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 April 1, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR. 

Date: August 11, 2021. 

(signed) "Arnold T. Kondrat"
   
   
Name: Arnold T. Kondrat
Title: Chief Executive Officer



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 June 30, 2021. 

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 April 1, 2021 and ended on June 30, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.   

Date: August 11, 2021. 

 

(signed) "Donat K. Madilo"
   
   
Name: Donat K. Madilo
Title: Chief Financial Officer




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