SecProbe.io

August 28, 2024
Donat Madilo
Chief Financial Officer
Loncor Gold Inc.
4120 Yonge Street, Suite 304
Toronto, Ontario
Canada, M2P 2B8
Re:Loncor Gold Inc.
Form 20-F for the Fiscal Year Ended December 31, 2023
Filed April 30, 2024
File No. 001-35124
Dear Donat Madilo:
            We have reviewed your filing and have the following comments.
             Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
             After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2023
D. Property, Plants and Equipment, page 25
1.We note that you disclose an exploration target on page 20 of your filing.  An exploration
target must appear in a separate section of the filing and include all the information
required under Item 1302(c) of Regulation S-K. Please revise.
2.Please revise your summary resource table on page 26 of your filing to include the price
and the point of reference used when estimating resources, as required by Item 1303(b)(3)
of Regulation S-K.
We note that your inferred resource for the Imbo Project includes estimates for the
Kitenge and Manzako deposits, which have not been updated in your Technical Report
Summary on the Mineral Resources of the IMBO Project in the Democratic Republic of
the Congo S-K 1300 Report, effective November 17, 2021. Based on your technical report
it appears that the resources for the Kitenge and Manzako deposits are based on a 2014
technical report that uses different cut-off grade assumptions and assumes an underground
mining scenario, whereas the Adumbi deposit assumes open-pit mining. 3.

August 28, 2024
Page 2

Please revise to remove all mineral resources that are not current, consistent with the
requirements under Items 1303(b)(3)(vii) and 1304(f)(2) of Regulation S-K.
4.Please revise your disclosure to remove mineral resources that are no longer current and
mineral resources that are located on adjacent properties.  For example we note that you
disclose mineral resources on page 31 from a 2014 resource report and page 40 from a
2012 report, and that you disclose a resource estimate of a neighboring property on page
36.
5.In a separate section please revise to include the information required by Item 1305 of
Regulation S-K with respect to your internal controls related to exploration and mineral
resource and reserve estimation applicable to all properties.
Item 19. Exhibits
15.4 Technical Report Summary on the Mineral Resources of the Imbo Project, page 85
6.We note that your qualified person has included language at the beginning of the technical
report under the "Cautionary Notes" that appears to disclaim certain information in the
technical report.  For example your qualified person states the mineral resources referred
to in this report are estimates and no assurances can be given that the indicated levels of
gold will be produced. In order to comply with Item 1302(a)(1) of Regulation S-K
disclosure of exploration results, mineral resources, and mineral reserves must be based
on and accurately reflect information and supporting documentation prepared by a
qualified person. Information should be reviewed and accepted by the qualified person
and disclaimers are not permitted notwithstanding the specific exceptions in which a
qualified person may rely. Please revise.
7.We note the disclosure on pages 41 and 271 of the technical report summary states that
the resources for the Kitenge and Manzako deposits are based on a 2014 technical report,
and that these mineral resources have not been updated in the current technical report
summary.  Please revise to remove these resources until they are  supported by a current
technical report summary.
8.Please revise each mineral resource table to include the specific point of reference as
required buy Item 601(b)(96)(iii)(B)(11)(i) of Regulation S-K.
9.All mineral resources should be current and located on properties under your control,
consistent with Instruction 1 to paragraph (b)(96)(iii)(B)(11) of Regulation S-K.  Please
revise to remove historical mineral resource estimates and mineral resources on adjacent
properties.
10.Please revise to include the information required under Item 601(b)(iii)(B)(11)(v) and
(vii) or Regulation S-K.
Item 18. Financial Statements
Report of Independent Registered Public Accounting Firm, page F-4
We note that in addressing matters of going concern, the audit opinion states “the
existence of material uncertainties that may cast significant doubt about the Company’s
ability to continue as a going concern.” Please make arrangements with your auditor to
revise their report to clearly state that there is substantial doubt about your ability to 11.

August 28, 2024
Page 3
continue as a going concern, if true. Refer to PCAOB Auditing Standard 2415.  Please
also make conforming changes to your risk factor disclosures at page 4.
Item 18. Financial Statements
Note 2.h. Exploration and Evaluation Assets, page F-17
12.You state in your accounting policy that all direct costs related to exploration and
evaluation of mineral properties, net of incidental revenues and recoveries, are capitalized
under exploration and evaluation assets. Please explain how your policy is consistent with
the guidance in Property, Plant and Equipment - Proceeds before Intended Use,
Amendments to IAS 16 , which became effective for annual reporting periods beginning on
or after January 1, 2022.
Item 18. Financial Statements
Note 9. Exploration and Evaluation Assets, page F-25
13.We note that in connection with your leasing agreement with Ding Sheng, you recorded
the Company’s attributable revenue of $2.2 million as a reduction to exploration and
evaluation assets and reflected the amount as cash flow from investing activities in the
consolidated statements of cash flows. Please explain how this treatment complies with
the guidance in IFRS 16 Leases, IFRS 15 Revenue from Contracts with Customers,  and
Property, Plant and Equipment - Proceeds before Intended Use, Amendments to IAS 16 ,
as applicable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact John Coleman at 202-551-3610 if you have questions regarding the
engineering comments.  Please contact Ranjit Singh Pawar at 202-551-2702 or Craig Arakawa at
202-551-3650 if you have questions regarding comments on the financial statements and related
matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation