UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20112012

Commission file number: 001-35124

LONCOR RESOURCES INC.

(Exact Name of Registrant as Specified in Its Charter)

Ontario

(State or Other Jurisdiction of Incorporation of Organization)

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

(Address of Principal Executive Offices, including Zip Code)

Contact: Geoffrey G. Farr; Phone: (416) 366-2221366-2221; Fax: (416) 366-7722; Address: 1 First Canadian Place, 100 King Street West, Suite 7070, Toronto, Ontario, M5X 1E3, Canada

(Registrant'sName, Telephone, E-mail and/or Facsimile Number Including Area Code)and Address of Company Contact Person)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of December 31, 2011:2012:

58,172,73573,439,732 common shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes¨Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes¨Nox

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YesxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes¨No¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

£¨ Item 17 £¨Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes¨ Nox

LONCOR RESOURCES INC. - FORM 20-F

Table of Contents

TABLE OF CONTENTSTable of Contents

(continued)

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Form 20-F and the documents incorporated by reference herein contains "forward-looking statements" within the meaning of theUnited States Private Securities Litigation Reform Actof 1995 and "forward-looking information" within the meaning of Canadian provincial securities laws (such forward-looking statements and forward-looking information are referred to herein as "forward-looking statements"). Forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements, other than statements which are reporting results as well as statements of historical fact, that address activities, events or developments that Loncor Resources Inc. (the "Company" or "Loncor") believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding mineral resource estimates, drilling and other exploration results, potential mineralization, potential mineral resources, and the Company's exploration and development plans and objectives with respect to its projects) 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 events or results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual events or 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: uncertainties relating to the availability and costs of financing in the future; risks related to the exploration stage of the Company's properties; the possibility that future exploration results will not be consistent with the Company's expectations; failure to establish estimated mineral resources or mineral reserves; fluctuations in gold prices and currency exchange rates; inflation;adoption of proposed rules adopted by the U.S. Securities and Exchange Commission that may affect mining operations in theDemocratic Republic of the Congo;Congo; gold recoveries being less than those indicated by the metallurgical testwork carried out to date (there can be no assurance that gold recoveries in small scale laboratory tests will be duplicated in large tests under on-site conditions or during production); changes in equity markets; political developments in the Democratic Republic of the Congo; lack of infrastructure; failure to procure or maintain, or delays in procuring or maintaining, permits and approvals; lack of availability at a reasonable cost or at all, of plants, equipment or labour; inability to attract and retain key management and personnel; changes to regulations or policies affecting the Company's activities; the uncertainties involved in interpreting drilling results and other geological data; the Company's history of losses and expectation of future losses; the Company's ability to acquire additional commercially mineable mineral rights; risks related to the integration of any new acquisitions into the Company's existing operations; increased competition in the mining industry; and the other risks disclosed under the heading "Risk Factors" in this Form 20-F.

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 put on such statements due to the inherent uncertainty therein.

The mineral resource figures referred to in this Form 20-F 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 the resource estimates included in this Form 20-F 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.

Due to the uncertainty that may be attached to inferred mineral resources, it cannot be assumed that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource as a result of continued exploration. Confidence in the estimate is insufficient to allow meaningful application of the technical and economic parameters to enable an evaluation of economic viability sufficient for public disclosure, except in certain limited circumstances. Inferred mineral resources are excluded from estimates forming the basis of a feasibility study.

Statements concerning actual mineral resource estimates are also deemed to constitute forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the relevant project or property is developed. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no certainty that mineral resources can be upgraded to mineral reserves through continued exploration.

CAUTIONARY NOTE TO U.S. INVESTORS REGARDING RESOURCE ESTIMATES

This Form 20-F, including the documents incorporated by reference herein, has been prepared in accordance with the requirements of securities laws in effect in Canada, which differ from the requirements of U.S. securities laws. Without limiting the foregoing, this Form 20-F, including the documents incorporated by reference herein, uses the terms "measured", "indicated" and "inferred" resources. U.S. investors are advised that, while such terms are recognized and required by Canadian securities laws, the U.S. Securities and Exchange Commission (the "SEC") does not recognize them. Under U.S. standards, mineralization may not be classified as a "reserve" unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into reserves. Further, "inferred resources" have a great amount of uncertainty as to their existence and as to whether they can be mined legally or economically. It cannot be assumed that all or any part of the "inferred resources" will ever be upgraded to a higher category. Therefore, U.S. investors are also cautioned not to assume that all or any part of the inferred resources exist, or that they can be mined legally or economically. Disclosure of "contained ounces" is permitted disclosure under Canadian regulations, however, the SEC normally only permits issuers to report mineral deposits that do not constitute "reserves" as in place tonnage and grade without reference to unit measures. Accordingly, information concerning descriptions of mineralization and resources contained in this Form 20-F or in the documents incorporated by reference, may not be comparable to information made public by U.S. companies subject to the reporting and disclosure requirements of the SEC.

National Instrument 43-101 -Standards of Disclosure for Mineral Projects("NI 43-101") is a rule of the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral property informationresource estimates contained in or incorporated by reference in this Form 20-F hashave been prepared in accordance with NI 43-101.43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum Classification System. These standards differ significantly from the requirements of the U.S. SecuritiesSEC, and Exchange Commission, and mineral propertyresource information contained herein and incorporated by reference herein may not be comparable to similar information disclosed by U.S. companies. One consequence of these differences is that "reserves" calculated in accordance with Canadian standards may not be "reserves" under the SEC standards.

U.S. investors are urged to consider closely the disclosure in the Company's Form 40-F Registration Statement, File No. 001-35124, which may be secured from the Company, or from the SEC's website at http://www.sec.gov.

CURRENCY

Unless stated otherwise or the context otherwise requires, all references in this Form 20-F to "US$" are to United States dollars and all references in this Form 20-F to "Cdn$" are to Canadian dollars.

PART 1

Item 1. Identity of Directors, Senior Management and Advisors

This Form 20-F is being filed as an annual report under the United StatesSecurities Exchange Act of 1934, as amended, (the "U.S. Exchange Act") and, as such, there is no requirement to provide any information under this item.

Item 2. Offer Statistics and Expected Timetable

This Form 20-F is being filed as an annual report under the U.S. Exchange Act and, as such, there is no requirement to provide any information under this item.

Item 3. Key Information

A. Selected Financial Data

The selected consolidated financial information set forth below for each of the twothree years ended December 31, 2012, 2011 and 2010, which is expressed in United States dollars (the Company prepares its financial statements in United States dollars), has been derived from the Company's audited consolidated financial statements as at and for the financial years ended December 31, 2012, 2011 and 2010filed as part of thisForm 20-F under Item 18. Theseconsolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board,which differ in certain respects from the principles the Company would have followed had its consolidated financial statements been prepared in accordance with generally accepted accounting principles in the United States ("United States GAAP").The selected consolidated financial information should be read in conjunction with the discussion in Item 5 of this Form 20-F and the said consolidated financial statements and related notes thereto. Historical results from any prior period are not necessarily indicative of results to be expected for any future period.

The selected consolidated financial information set forth in the first table below for each of the threetwo years ended December 31, 2009 2008 and 2007,2008, which is expressed in United States dollars (the Company prepares its financial statements in United States dollars), has been derived from the Company's audited consolidated financial statements as at and for the financial years ended December 31, 2009 2008 and 2007.2008. Theseconsolidated financial statements were prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP"),which differ in certain respects from the principles the Company would have followed had its consolidated financial statements been prepared in accordance with United States GAAP.

Historical results from any prior period are not necessarily indicative of results to be expected for any future period.

Since November 28, 2008 when the Company completed the acquisition of all of the outstanding shares of the private company,Loncor Resources Inc.,the Company's activities have consisted primarily of the exploration of mineral properties.Prior to this acquisition, the Company was named Nevada Bob’s International Inc. and was in the business of licensing the right to use certain trademarks.

If the Company had followed United States GAAP in respect of the threetwo years ended December 31, 2009 2008 and 2007,2008, certain items in the consolidated financial statements would have been reported as set forth in the second table below.

The selected consolidated financial information in the IFRS chart above should not be compared to the information in the Canadian GAAP or United States GAAP charts below as the information was prepared using difference financial reporting standards.

Exchange Rates

On March 23, 2012,22, 2013, the buying rate in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York, was Cdn$1.00 = US$1.0017.0.9781. The following table sets forth, for each of the years indicated, additional information with respect to the noon buying rate for Cdn$1.00. Such rates are set forth as U.S. dollars per Cdn$1.00 and are based upon the rates quoted by the Federal Reserve Bank of New York.

The Company does not have a history of mining operations, and there is no assurance that it will produce revenue, operate profitably or provide a return on investment in the future.

The Company has only incurred operating losses, and the development of its projects is at an early stage. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay liabilities arising from normal business operations when they come due.

The Company will require significant financing in order to carry out plans to develop its projects. The Company has no revenues and is wholly reliant upon external financing to fund such plans. There can be no assurance that such financing will be available to the Company or, if it is, that it will be offered on acceptable terms. If additional financing is raised through the issuance of equity or convertible debt securities of the Company, the interests of the Company's shareholders in the net assets of the Company may be diluted. Any failure of the Company to obtain required financing on acceptable terms could have a material adverse effect on the Company's financial condition, results of operations, liquidity, and its ability to continue as a going concern, and may require the Company to cancel or postpone planned capital investments.

Gold PricesThe Company may be adversely affected by fluctuations in gold prices.

The future price of gold will significantly affect the development of Loncor's projects. Gold prices are subject to significant fluctuation and are affected by a number of factors which are beyond Loncor's control. Such factors include, but are not limited to, interest rates, inflation or deflation, fluctuation in the value of the United States dollar and foreign currencies, global and regional supply and demand, and the political and economic conditions of major gold-producing countries throughout the world. The price of gold has fluctuated widely in recent years, and future serious price declines could cause development of and commercial production from Loncor's mineral interests to be impracticable. If the price of gold decreases, projected cash flow from planned mining operations may not be sufficient to justify ongoing operations and Loncor could be forced to discontinue development and sell its projects. Future production from Loncor's projects is dependent on gold prices that are adequate to make these projects economic.

Government RegulationThe Company’s activities are subject to various laws and government approvals and no assurance can be given that the Company will be successful in obtaining or maintaining such approvals or that it will successfully comply with all applicable laws.

Loncor's mineral exploration activities are subject to various laws governing prospecting, mining, development, production, taxes, labour standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. Although Loncor's exploration activities are currently carried out in accordance with all applicable rules and regulations, no assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail development.

Many of Loncor's mineral rights and interests are subject to government approvals, licenses and permits. Such approvals, licenses and permits are, as a practical matter, subject to the discretion of the DRC government. No assurance can be given that Loncor will be successful in maintaining any or all of the various approvals, licenses and permits in full force and effect without modification or revocation. To the extent such approvals are not maintained, Loncor may be delayed, curtailed or prohibited from continuing or proceeding with planned exploration of mineral properties.

Failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be delayed or curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in the exploration or development of mineral properties may be required to compensate those suffering loss or damage by reason of the activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws and regulations governing operations or more stringent implementation thereof could have a substantial adverse impact on Loncor and cause increases in exploration expenses, capital expenditures or require abandonment or delays in development of mineral interests.

Exploration, development and Mining Risksmining involve a high degree of risk.

All of the Company's properties are in the exploration stage only. The exploration for and development of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. While the discovery of an ore body may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. Whether a mineral deposit, once discovered, will be commercially viable depends on a number of factors, some of which are: the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices which are highly cyclical; and government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Loncor not receiving an adequate return on invested capital.

There is no certainty that the expenditures made by Loncor towards the search for and evaluation of mineral deposits will result in discoveries that are commercially viable. In addition, assuming discovery of a commercial ore-body, depending on the type of mining operation involved, several years can elapse from the initial phase of drilling until commercial operations are commenced.

Mining operations generally involve a high degree of risk. Such operations are subject to all the hazards and risks normally encountered in the exploration for, and development and production of gold and other precious or base metals, including unusual and unexpected geologic formations, seismic activity, rock bursts, fires, cave-ins, flooding and other conditions involved in the drilling and removal of material as well as industrial accidents, labour force disruptions, fall of ground accidents in underground operations, unanticipated increases in gold lock-up and inventory levels at heap-leach operations and force majeure factors, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to person or property, environmental damage, delays, increased production costs, monetary losses and possible legal liability. Milling operations are subject to hazards such as equipment failure or failure of mining pit slopes and retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability. The Company may not be able to obtain insurance to cover these risks at economically feasible premiums. Insurance against certain environmental risks, including potential liability for pollution or other hazards as a result of the disposal of waste products occurring from production, is not generally available to the Company or to other companies within the mining industry. The Company may suffer a material adverse effect on its business if it incurs losses related to any significant events that are not covered by insurance policies.

Development of an Active Market and Volatility

There can be no assurance that an active market for the Company'sCompany’s securities will be sustained.

The market price of the Company's securities may fluctuate significantly based on a number of factors, some of which are unrelated to the financial performance or prospects of the Company. These factors include macroeconomic developments in North America and globally, market perceptions of the attractiveness of particular industries, short-term changes in commodity prices, other precious metal prices, the attractiveness of alternative investments, currency exchange fluctuation, the political environment in the DRC and the Company's financial condition or results of operations as reflected in its financial statements. Other factors unrelated to the performance of the Company that may have an effect on the price of the securities of the Company include the following: the extent of analytical coverage available to investors concerning the business of the Company may be limited if investment banks with research capabilities do not follow the Company's securities; lessening in trading volume and general market interest in the Company's securities may affect an investor's ability to trade significant numbers of securities of the Company; the size of the Company's public float may limit the ability of some institutions to invest in the Company's securities; the Company's operating performance and the performance of competitors and other similar companies; the public's reaction to the Company's press releases, other public announcements and the Company's filings with the various securities regulatory authorities; changes in estimates or recommendations by research analysts who track the Company's securities or the shares of other companies in the resource sector; the arrival or departure of key personnel; acquisitions, strategic alliances or joint ventures involving the Company or its competitors; the factors listed in this Form 20-F under the heading "Cautionary Statement Regarding Forward-Looking Statements"; and a substantial decline in the price of the securities of the Company that persists for a significant period of time could cause the Company's securities to be delisted from any exchange on which they are listed at that time, further reducing market liquidity. If there is no active market for the securities of the Company, the liquidity of an investor's investment may be limited and the price of the securities of the Company may decline. If such a market does not develop, investors may lose their entire investment in the Company's securities.

The Company expects that it will be considered a passive foreign investment company or "PFIC".

Holders of common sharesof the Company that are U.S. taxpayers should be aware that, due to the nature of the Company's assets and the income that it expects to generate, the Company expects to be a "passive foreign investment company" ("PFIC") for the current year, and may be a PFIC in subsequent taxable years. Whether the Company will be a PFIC for the current or future taxable year will depend on the Company's assets and income over the course of each such taxable year and, as a result, cannot be predicted with certainty as of the date of this Form 20-F. Accordingly, there can be no assurance that the IRS will not challenge the determination made by the Company concerning its PFIC status for any taxable year. U.S. federal income tax laws contain rules which result in materially adverse tax consequences to U.S. taxpayers that own shares of a corporation which has been classified as a PFIC during any taxable year of such holder's holding period. A U.S. taxpayer who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC may mitigate such negative tax consequences by making certain U.S. federal income tax elections, which are subject to numerous restrictions and limitations. Holders of the Company's common sharesare urged to consult their tax advisors regarding the acquisition, ownership, and disposition of the Company's common shares. This paragraph is only a brief summary of the PFIC rules, and is qualified in its entirety by the section below entitled "Certain United States Federal Income Tax Considerations".

HistoryThe Company has a history of Losseslosses and Expected Future Lossesmay never achieve revenues or profitability.

The Company has incurred losses from operations since it became a mineral exploration company in November 2008 and the Company expects to incur losses from operations for the foreseeable future.

The Company had an accumulated deficit of US$23,465,26225.547 million as of December 31, 2011.2012. The losses do not include capitalized mineral property exploration costs.

The Company expects to continue to incur losses unless and until such time as one or more of its properties enter into commercial production and generate sufficient revenues to fund continuing operations. The development of the Company's properties will require the commitment of substantial financial resources. The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultants' analysis and recommendations, the rate at which operating losses are incurred, and the Company's acquisition of additional properties, some of which are beyond the Company's control. There can be no assurance that the Company will ever achieve profitability.

Infrastructure forIn order to develop any of its projects the ProjectsCompany will need to establish the facilities and material necessary to support operations in the remote locations in which they are situated, which lack basic infrastructure.

The Company's projects are located in remote areas of the DRC, which lack basic infrastructure, including sources of power, water, housing, food and transport. In order to develop any of its projects Loncor will need to establish the facilities and material necessary to support operations in the remote locations in which they are situated. The remoteness of each project will affect the potential viability of mining operations, as Loncor will also need to establish substantially greater sources of power, water, physical plant and transport infrastructure than are currently present in the area. The transportation of equipment and supplies into the DRC and the transportation of resources out of the DRC may also be subject to delays that adversely affect the ability of the Company to proceed with its mineral projects in the country in a timely manner. Shortages of the supply of diesel, mechanical parts and other items required for the Company's operations could have an adverse effect on the Company's business, operating results and financial condition. The lack of availability of such sources may adversely affect mining feasibility and will, in any event, require Loncor to arrange significant financing, locate adequate supplies and obtain necessary approvals from national, provincial and regional governments, none of which can be assured. The Company's interests in the DRC are accessed over lands that may also be subject to the interests of third parties which may result in further delays and disputes in the carrying out of the Company's operational activities.

DependenceThere is uncertainty in the estimation of mineral resources.

The mineral resource figures referred to in thisForm 20-F and in the Company's filings with the SEC and applicable Canadian securities regulatory authorities, press releases and other public statements that may be made from time to time are estimates. These estimates are imprecise and depend upon geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. There can be no assurance that these estimates will be accurate or that this mineralization could be mined or processed profitably.

The Company has not commenced commercial production on Limited Propertiesany of its properties, and has not defined or delineated any proven or probable reserves on any of its properties. Mineralization estimates for the Company's properties may require adjustments or downward revisions based upon further exploration or development work or actual production experience. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by drilling results. There can be no assurance that minerals recovered in small scale tests will be duplicated in large scale tests under on-site conditions or in production scale.

The resource estimates referred to in thisForm 20-F have been determined and valued based on assumed future prices, cut-off grades and operating costs that may prove to be inaccurate. Extended declines in the market price for gold may render portions of the Company's mineralization uneconomic and result in reduced reported mineralization. Any material reductions in estimates of mineralization, or of the Company's ability to extract this mineralization, could have a material adverse effect on the Company's results of operations or financial condition.

The Company has not established the presence of any proven or probable reserves at any of its properties. There can be no assurance that subsequent testing or future studies will establish proven and probable reserves on such properties. The failure to establish proven and probable reserves on such properties could severely restrict the Company's ability to successfully implement its strategies for long-term growth.

There is uncertainty relating to inferred mineral resources.

There is a risk that the inferred mineral resources referred to in thisForm 20-F cannot be converted into mineral reserves as the ability to assess geological continuity is not sufficient to demonstrate economic viability. Due to the uncertainty that may attach to inferred mineral resources, there is no assurance that inferred mineral resources will be upgraded to resources with sufficient geological continuity to constitute proven and probable mineral reserves as a result of continued exploration.

The Company is exposed to a heightened degree of risk due to the lack of property diversification.

The Ngayu and North Kivu projects account for all of the Company's mineral properties. Any adverse development affecting the progress of either of these projects may have a material adverse effect on the Company's financial performance and results of operations.

Market PerceptionNegative market perception of junior mineral exploration companies could adversely affect the Company.

Market perception of junior mineral exploration companies such as the Company may shift such that these companies are viewed less favourably. This factor could impact the value of investors' holdings and the ability of the Company to raise further funds, which could have a material adverse effect on the Company's business, financial condition and prospects.

The SEC has Proposed Rules That May Affect Mining Operationsadopted rules that may affect mining operations in the DRCDRC.

The Dodd FrankCompany’s business is subject to evolving corporate governance and public disclosure regulations that have increased both the Company’s compliance costs and the risk of noncompliance, which could have an adverse effect on the Company’s stock price.

The Company is subject to changing rules and regulations promulgated by a number of United States and Canadian governmental and self-regulated organizations, including the SEC, the Canadian Securities Administrators, the New York Stock Exchange, the Toronto Stock Exchange, and the International Accounting Standards Board. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by the United States Congress, making compliance more difficult and uncertain. For example, on July 21, 2010, the United States Congress passed the Dodd-Frank Wall Street Reform and Consumer Protection Act, which resulted in the SEC adopting rules that will require the Company to disclose on an annual basis, beginning in 2014, certain payments made by the Company, its subsidiaries or entities controlled by it, to the U.S. government and foreign governments, including sub-national governments. The SEC has directedalso adopted rules under the Dodd Frank Act that will require a company filing reports with the SEC to adopt rules regarding disclosuredisclose on potential conflict minerals that arean annual basis, beginning in 2014, whether certain “conflict minerals” necessary to the functionality or production orof a product manufactured by asuch company that files reports with the SEC, and the SEC has issued proposed rules in response to their requirement. Conflict minerals include tantalum, tin, gold and tungsten or their derivatives or any other mineral or its derivatives determined by the Secretary of State to be financing conflictoriginated in the DRC or a borderingany adjoining country. Under the rules as proposed by the SEC, reporting companies must disclose the origin of and certain other information concerning the conflict minerals. Loncor isThe Company currently exploringholds properties in the DRC and, assuming discovery of a commercial ore-body, is planning to mine for conflict minerals (i.e. gold). The mining of minerals may be deemed to be considered the manufacturing of such minerals.

If the proposed rules are adopted in their present form, and Loncor mines any of the minerals named above in the DRC, Loncor will be required to disclose in its annual report on Form 20-F that it files with the SEC its minerals originated in the DRC and will need to furnish a conflict minerals report which includes a due diligence report of the issuer and a certified independent private sector audit that is to be made publicly available on Loncor’s website. The report will need to disclose whether or not Loncor and the audit have determined that the conflict minerals are "conflict free", meaning that they did not benefit or finance armed groupslocated in the DRC. The report must include the due diligence measures that Loncor took regarding the source and chain of custody of the minerals.

As the final rules have not been adopted, both content of the final rules and their effect remain uncertain. Compliance with the new rules may be demanding on both financial resources and personnel. The requirement that all SEC reporting companies disclose whether their products include conflict minerals, and if so, information concerning the origin of the conflict minerals, might cause companies to take steps, or require their suppliers to take steps, to assure that minerals originating in the DRC are not included in minerals supplied to them for use in their products. Accordingly, itIt is possible that the new SEC rules regarding conflict minerals could adversely affect the abilityvalue of Loncor to sellthe minerals mined in the DRC, orwhich may impact the price at whichvalue of the minerals can be sold.Company’s interests in those properties. The Company’s efforts to comply with the Dodd-Frank Act, the rules and regulations promulgated thereunder, and other new rules and regulations have resulted in, and are likely to continue to result in, increased general and administration expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

Uninsured RisksThe Company is not insured to cover all potential risks.

Although the Company maintains directors and officers insurance and insurance on its premises in Toronto, Canada, its insurance does not cover all the potential risks associated with its operations, including industrial accidents, damages to equipment and facilities, labour disputes, pollution, unusual or unexpected geological conditions, rock bursts, ground or slope failures, cave-ins, fires, changes in the regulatory environment and natural phenomena such as inclement weather conditions, floods, earthquakes and other environmental occurrences. In addition, Loncor may elect not to obtain coverage against these risks because of premium costs or other reasons, and where coverage is maintained, losses may exceed policy limits. Losses from these events may cause Loncor to incur significant costs that could have a material adverse effect upon its financial performance and results of operations.

Environmental RisksThe Company’s operations may be adversely affected by environmental hazards on the properties and Hazardsrelated environmental regulations.

All phases of Loncor's operations are subject to environmental regulation. These regulations mandate, among other things, the maintenance of air and water quality standards and land reclamation. They also set forth limitations on the generation, transportation, storage and disposal of solid and hazardous waste. Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. Compliance with environmental laws and regulations may require significant capital outlays on behalf of the Company and may cause material changes or delays in the Company's intended activities. There is no assurance that future changes in environmental regulation, if any, will not adversely affect Loncor's operations. Environmental hazards may exist on the properties on which Loncor holds interests which are unknown to Loncor at present and which have been caused by previous owners or operators of the properties. Reclamation costs are uncertain and planned expenditures may differ from the actual expenditures required.

Difficulties for Investors in Foreign Jurisdictions in Bringing ActionsThe Company is a foreign corporation and Enforcing Judgmentsall of the Company’s directors and officers except one director are outside the United States, which makes enforcement of civil liabilities difficult.

The Company is organized under the laws of the Province of Ontario in Canada, and its principal executive office is located in Toronto, Canada. All of the Company's directors and officers except one director, and all of the experts referred to in this Form 20-F, reside outside of the United States, and all or a substantial portion of their assets, and a substantial portion of the Company's assets, are located outside of the United States. As a result, it may be difficult for investors in the United States or otherwise outside of Canada to bring an action against directors, officers or experts who are not resident in the United States or in other jurisdictions outside Canada. It may also be difficult for an investor to enforce a judgment obtained in a United States court or a court of another jurisdiction of residence predicated upon the civil liability provisions of federal securities laws or other laws of the United States or any state thereof or the equivalent laws of other jurisdictions outside Canada against those persons or the Company.

Uncertainty of Acquiring Additional Commercially Mineable Mineral RightsThe Company’s business depends on its ability to identify and acquire commercially mineable mineral rights, and there can be no assurances that it will be successful in such efforts.

Most exploration projects do not result in the discovery of commercially mineable ore deposits and no assurance can be given that any anticipated level of recovery of ore reserves will be realized or that any identified mineral deposit will ever qualify as a commercially mineable (or viable) ore body which can be legally and economically exploited. Estimates of reserves, resources, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

Loncor's future growth and productivity will depend, in part, on its ability to identify and acquire additional commercially mineable mineral rights, and on the costs and results of continued exploration and development programs. Mineral exploration is highly speculative in nature and is frequently non-productive. Substantial expenditures are required to: establish ore reserves through drilling and metallurgical and other testing techniques; determine metal content and metallurgical recovery processes to extract metal from the ore; and construct, renovate or expand mining and processing facilities.

In addition, if the Company discovers ore, it would take several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of production may change. As a result of these uncertainties, there can be no assurance that the Company will successfully acquire additional commercially mineable (or viable) mineral rights.

Litigation Risksmay adversely affect the Company’s financial position, results of operations or the Company’s project development operations.

The Company may from time to time be involved in various legal proceedings. While the Company believes it is unlikely that the final outcome of any such proceedings will have a material adverse effect on the Company's financial position or results of operation, defence and settlement costs can be substantial, even with respect to claims that have no merit. Due to the inherent uncertainty of the litigation process, there can be no assurance that the resolution of any particular legal matter will not have a material adverse effect on the Company's future cash flow, results of operations or financial condition.

Future Hedging Activitieshedging activities may result in selling products at a price lower than could have otherwise been received.

The Company has not entered into forward contracts or other derivative instruments to sell gold that it might produce in the future. Although the Company has no near term plans to enter such transactions, it may do so in the future if required for project financing. Forward contracts obligate the holder to sell hedged production at a price set when the holder enters into the contract, regardless of what the price is when the product is actually mined. Accordingly, there is a risk that the price of the product is higher at the time it is mined than when the Company entered into the contracts, so that the product must be sold at a price lower than could have been received if the contract was not entered. There is also the risk that the Company may have insufficient gold production to deliver into forward sales positions. The Company may enter into option contracts for gold to mitigate the effects of such hedging.

Future SalesIncreased sales of Common Sharesthe Company’s common shares by Existing Shareholdersshareholders could lower the marketplace of the shares.

Sales of a large number of the Company's common shares in the public markets, or the potential for such sales, could decrease the trading price of such shares and could impair Loncor's ability to raise capital through future sales of common shares. Loncor has previously completed private placements at prices per share which are lower than the current market price of its common shares. Accordingly, a number of the Company's shareholders have an investment profit in the Company's common shares that they may seek to liquidate.

Currency RiskFluctuations in currency could have a material impact on the Company’s financial statements.

The Company uses the United States dollar as its functional currency. Fluctuations in the value of the United States dollar relative to other currencies (including the Canadian dollar) could have a material impact on the Company's consolidated financial statements by creating gains or losses. No currency hedge policies are in place or are presently contemplated.

Dependence on Management and Key PersonnelThe loss of key management personnel or the inability to recruit additional qualified personnel may adversely affect the Company’s business.

The success of the Company depends on the good faith, experience and judgment of the Company's management and advisors in supervising and providing for the effective management of the business and the operations of the Company. The Company is dependent on a relatively small number of key personnel, the loss of any one of whom could have an adverse effect on the Company. The Company currently does not have key person insurance on these individuals. The Company may need to recruit additional qualified personnel to supplement existing management and there is no assurance that the Company will be able to attract such personnel.

CompetitionThe Company may not be able to compete with current and potential exploration companies, some of whom have greater resources and technical facilities.

The natural resource industry is intensely competitive in all of its phases. Significant competition exists for the acquisition of properties producing, or capable of producing, gold or other metals. The Company competes with many companies possessing greater financial resources and technical facilities than itself. The Company may also encounter increasing competition from other mining companies in its efforts to hire experienced mining professionals. Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs and helicopters. Increased competition could also adversely affect the Company's ability to attract necessary capital funding or acquire suitable producing properties or prospects for mineral exploration in the future.

ConflictCertain directors and officers may be in a position of Interestconflict of interest with respect to the Company due to their relationship with other resource companies.

A number of directors and officers of the Company also serve as directors and/or officers of other companies involved in the exploration and development of natural resource properties. As a result, conflicts may arise between the obligations of these individuals to the Company and to such other companies.

The Company has never paid and has no plans to pay dividends.

The Company has not paid out any cash dividends to date and has no plans to do so in the immediate future. As a result, an investor’s return on investment in the Company’s common shares will be solely determined by his or her ability to sell such shares in the secondary market.

Item 4. Information on the Company

A. History and Development of the Company

The Company is a corporation governed by the Ontario Business Corporations Act. The head office and registered office of the Company is located at 1 First Canadian Place, Suite 7070, 100 King Street West, Toronto, Ontario, M5X 1E3, Canada. The telephone number of such office is (416) 366-2221.

On November 28, 2008, the Company completed the acquisition (the "Acquisition") of all of the outstanding shares of the private company,Loncor Resources Inc. ("Old Loncor"). Also onNovember 28, 2008, immediately following this acquisition, the Company amalgamated with Old Loncor and, pursuant to the amalgamation, changed its name from Nevada Bob's International Inc. to Loncor Resources Inc. As a result of this acquisition, the business of theCompany is the exploration of mineral properties in the DRC. Prior tothis acquisition, theCompany was in the business of licensing the right to use (a) the Nevada Bob's trademarks in connection with operating retail golf stores internationally, excluding the United Kingdom, Europe, Canada and the United States, and (b) certain other golf-related, non-Nevada Bob's trademarks internationally, including the United Kingdom, Europe, Canada and the United States.

In September 2009, the Company completed a non-brokered private placement of 3,000,000 common shares at a price of Cdn$0.75 per share for proceeds to the Company of Cdn$2,250,000.

In October 2009, the Company announced the appointment of Peter Cowley as President and Chief Executive Officer of the Company. Mr. Cowley was also appointed to the board of directors of the Company. Kevin Baker stepped down as President and Chief Executive Officer, but remains a non-executive director of the Company. Arnold Kondrat was appointed Executive Vice President of the Company and relinquished the title of Chairman of the Board of the Company. In connection with Mr. Cowley's appointment as a director of the Company, Geoffrey Farr stepped down as a director of the Company but remains Corporate Secretary of the Company.

In February 2010, the Company completed a brokered private placement financing involving the issuance of 8,166,500 units of the Company at a price of Cdn$1.25 per unit for aggregate gross proceeds of Cdn$10,208,125. Each such unit was comprised of one common share of the Company and one-half of one common share purchase warrant of the Company, with each full warrant entitling the holder to purchase one common share of the Company at a price of Cdn$1.45 for a period of 24 months. GMP Securities L.P. as lead agent, together with CI Capital Markets Inc. and Salman Partners Inc., acted as the Company's agents in connection with this financing.

Also in February 2010, the Company completed a non-brokered private placement financing involving the issuance to Newmont Mining Corporation of Canada Limited an affiliate("Newmont") of Newmont Mining Corporation of 4,000,000 units of the Company at a price of Cdn$1.25 per unit for aggregate gross proceeds of Cdn$5,000,000. The units issued under this financing had the same terms as the units issued under the February 2010 brokered private placement.In December 2010, Newmont exercised the 2,000,000 warrants that it had acquired under the said February 2010 non-brokered private placement, resulting in the issuance by the Company to Newmont of 2,000,000 common shares of the Company at a price of Cdn$1.45 per share for gross proceeds to the Company of Cdn$2,900,000.

The Company established the main Ngayu exploration camp in early 2010 at the Yindi prospect, located in the southwest corner of the Ngayu gold project area.

In June 2010, the Company announced initial assay results from the Makapela prospect at the Company's Ngayu gold project. A core drilling program at Makapela commenced in November 2010 with the objective of testing along strike and at depth the sub vertical, vein mineralized system being exploited by the artisanal miners at the Main, North and Sele Sele pits which returned significant results from channel sampling. Drill results at Makapela have since been announced by the Company via a number of press releases. Drilling is continuing at Makapela, with the objective of establishing an initial mineral resource estimatereleases in 2011 and 2012.

Exploration at the Itali prospect at the Company's Ngayu gold project commenced during the third quarter of 2010 and continued during 2011. The Itali prospect is located about 10 kilometres south of Makapela. In January 2012, the Company announced the results of its first drill hole at the Itali prospect. Additional drill results at the Itali prospect were announced by the Company in October 2012.

In December 2010, the Company completed a non-brokered private placement with Newmont involving the issuance by the Company to Newmont of 2,000,000 units of the Company at a price of Cdn$1.95 per unit for aggregate gross proceeds of Cdn$3,900,000. Each such unit was comprised of one common share of the Company and one-half of one common share purchase warrant of the Company. Each full warrant iswas exercisable into one additional common share of the Company at a price of Cdn$2.30 until December 2012.2012 (these warrants expired in December 2012 without being exercised).

In February 2011, the Company and Newmont entered into a technology consultation services agreement pursuant to which Newmont agreed to make available to Loncor, at Loncor’s reasonable request, exploration consultation services to assist Loncor in the exploration of Loncor's Ngayu gold project.

Also in February 2011, the Company completed concurrent brokered and non-brokered private placement equity financings. Pursuant to a “bought deal” private placement financing conducted by GMP Securities L.P. as lead underwriter, together with Cormark Securities Inc. and Raymond James Ltd.,a syndicate of investment dealers, the Company issued 8,500,000 common shares of the Company at a price of Cdn$2.35 per share, resulting in aggregate gross proceeds of Cdn$19,975,000. The Company also issued, by way of non-brokered private placement, to Newmont, 1,700,000 common shares of the Company at a price of Cdn$2.35 per share for aggregate proceeds of Cdn$3,995,000.

In April 2011, the Company’s common shares commenced trading on the NYSE MKT LLC (formerly called NYSE Amex LLC.LLC). The Company retained its primary listing on the TSX Venture Exchange.

In December 2011, the Company announced the results of the regional assessment of its Ngayu gold project. The targets were outlined by assessing the results of two regional BLEG (Bulk Leach Extractable Gold) geochemical surveys conducted during 2011 as part of the technology consultation services agreement between Loncor and Newmont. In accordance with this agreement, Loncor is able to utilize advanced exploration assessment techniques developed by Newmont. As part of this evaluation program, the BLEG results were assessed in conjunction with a detailed geophysical magnetic interpretation of the Ngayu Greenstone belt also undertaken by senior Newmont geophysicists to define the target areas. The initial BLEG survey commenced in March 2011 and comprised the collection of 418 stream sediment samples, at an average sample density of one sample per 10 square kilometres. A second round of infill BLEG sampling was undertaken in September 2011 consisting of 185 samples at an average sample density of one sample per four square kilometres. Samples were sent to Newmont's proprietary geochemical laboratory in Perth, Australia for preparation and analysis. From these results, six high priority targets have been delineated together with seven medium priority targets for follow up.

In January 2012, the Company announced initial bottle roll metallurgical testwork results for the Makapela prospect at the Company's Makapela prospect.Ngayu gold project. Bottle roll is a preliminary metallurgical test to determine how much and how easily gold may be liberated from an ore using cyanide.

In May 2012, the Companyannounced a maiden mineral resource estimate for the Company's Makapela prospect, of 4.10 million tonnes grading 7.59 g/t Au (using a 2.75 g/t Au cut-off) for an inferred mineral resource of 1.0 million ounces. The Company also announced that this mineral resource was outlined down to a maximum vertical depth 500 metres below surface with gold mineralization open at depth, and that there was significant potential to grow the resource further at depth and in sub-parallel veins.

In June 2012, the Company announced an exploration update on its regional target follow-up at its Ngayu gold project, reporting that initial groundwork on the priority regional targets has delineated significant mineralized gold trends at Nagasa (4.5 kilometres), Matete (2.0 kilometres) and Mondarabe (1.5 kilometres) in the Imva Fold area. The Company also reported that it has commenced a preliminary economic assessment of the Makapela prospect.

In October 2012, the Company completed two financings concurrently, raising total gross proceeds of Cdn$14,799,750. The first financing involved the issuance of 9,245,000 common shares of the Company at a price of Cdn$1.05 per share for aggregate gross proceeds of Cdn$9,707,250. This offering was conducted by a syndicate of investment dealers and was made by way of a short form prospectus filed with securities regulatory authorities in all of the provinces of Canada (other than Québec). The said shares were also offered on a private placement basis in certain jurisdictions outside of Canada. The second financing involved a non-brokered private placement to Newmont of 4,850,000 common shares of the Company at a price of Cdn$1.05 per share for aggregate gross proceeds of Cdn$5,092,500. Newmont now holds 14,550,000 (representing 19.81%) of the outstanding common shares of the Company.

B. Business Overview

General

Loncor is a Canadian gold exploration company focused on two projects in the DRC, the Ngayu and North Kivu projects. The Company has exclusive gold rights to an area that covers most of the Ngayu Archaean greenstone belt in Orientale province in the northeast portion of the DRC. Loncor also owns or controls 5653 exploration permits in North Kivu province, covering 17,76014,344 square kilometres, located west of the city of Butembo. Both areas have historic gold production. Led by a team of senior exploration professionals with extensive African experience, Loncor's strategy includes an aggressive drilling program to follow up on initial known targets as well as covering the entire greenstone belt with regional geochemical and geophysical surveys. Additional information with respect to the Company's projects and the exploration of such projects by the Company can be found below under "Loncor Mineral Properties".

The Loncor Foundation

In early 2010, the Company established the Loncor Foundation, a registered charity in the DRC, funded by the Company with the goal of improving the quality of life and opportunities for communities near the Company's exploration projects. In meetings and discussions with community representatives, it was determined that the Loncor Foundation would focus primarily on health and education projects. Based on this advice, the Loncor Foundation initiated a number of community projects near the Yindi and Makapela prospects at the Ngayu project and the Manguredjipa prospect at the North Kivu project. These included the construction of a new primary school for 400 students at Yindi, which has now been completed with 700 students currently attending. The Loncor Foundation also donated text and theexercise books for teachers and students in 2011 and 2012 and made a donation of 40 hospital beds to two medical clinics in the Yindi area. Loncor Foundation projects at Manguredjipa have included financial support for a community electrification project and the construction of six showers and latrines at the Manguredjipa General Hospital, as well as the donation of a motorbike for use by medical staff at the hospital.

The primary focus of the Loncor Foundation in 2011 and 2012 iswas the construction of the Bole Bole medical clinic at Makapela, which is expected to be completed laterhas now been completed. Also in 2012. An initiative is also underway with a Canadian NGO to ship hospital equipment for2012, the clinic from Canada to the DRC. The Foundation has also initiated a program to fund the salaries of 12 teachers at the Yindi primary school, eliminating the need for parents to pay tuition costs and dramatically increasing enrollment at the school.

Additional information with respect to the Loncor Foundation can be found on the Company's web site at www.loncor.com.

Exploration Permits and Exploitation Permits under DRC Mining Law

As described below under "Loncor’s Mineral Properties", Loncor holds or has rights in a number of exploration permits covering ground in the DRC being explored by the Company. Under DRC mining law, an exploration permit entitles the holder thereof to the exclusive right, within the perimeter over which it is granted and for the term of its validity, to carry out mineral exploration work for mineral substances, substances for which the licence is granted and associated substances if an extension of the permit is obtained. However, the holder of an exploration permit cannot commence work on the property without obtaining approval in advance of its mitigation and rehabilitation plan. An exploration permit also entitles its holder to the right to obtain an exploitation permit for all or part of the mineral substances and associated substances, if applicable, to which the exploration permit or any extension thereto applies if the holder discovers a deposit which can be economically exploited.

Under DRC mining law, an exploitation permit entitles the holder thereof to the exclusive right to carry out, within the perimeter over which it is granted and during its term of validity, exploration, development, construction and exploitation works in connection with the mineral substances for which the permit has been granted and associated substances if the holder has obtained an extension of the permit. In addition, an exploitation permit entitles the holder to: (a) enter the exploitation perimeter to conduct mining operations; (b) build the installations and infrastructures required for mining exploitation; (c) use the water and wood within the mining perimeter for the requirements of the mining exploitation, provided that the requirements set forth in the environmental impact study and the environmental management plan of the project are complied with; (d) use, transport and freely sell the holder's products originating from within the exploitation perimeter; (e) proceed with concentration, metallurgical or technical treatment operations, as well as the transformation of the mineral substances extracted from the exploitation perimeter; and (f) proceed to carry out works to extend the mine. Without an exploitation permit, the holder of an exploration permit may not conduct exploitation work on the perimeter covered by the exploration permit. So long as a perimeter is covered by an exploitation permit, no other application for a mining or quarry right for all or part of the same perimeter can be processed.

C. Organizational Structure

Loncor does not have any material subsidiaries, other than Loncor Resources Congo Sprl, which is wholly owned by Loncor and was incorporated in the DRC.

D. Property, Plants and Equipment

The Company does not have any material tangible fixed assets.

Loncor’s Mineral Properties

Loncor’s exploration activities are focused on two projects in the DRC, the Ngayu and North Kivu projects.

Ngayu Project

TheCertain of the following disclosure relating to the Company’s Ngayu gold project is derived from the independent technical report (the "Ngayu Technical Report") dated FebruaryMay 29, 2012 and entitled "National"Updated National Instrument 43-101 Independent Technical Report on the Ngayu Gold Project, Orientale Province, Democratic Republic of the Congo" prepared for Loncor by Venmyn Rand (Pty) Ltd ("Venmyn"). The "qualified person" (within the meaning of National Instrument 43-101) for the purpose of the Ngayu Technical Report was Andrew N. Clay, Managing Director of Venmyn. The disclosure in this Form 20-F derived from the Ngayu Technical Report has been prepared with the consent of Mr. Clay. A copy of the Ngayu Technical Report can be obtained from SEDAR at www.sedar.com and EDGAR at www.sec.gov.www.sec.gov.

Property Description and Location

The Ngayu gold project is situated approximately 300 kilometres northeast of Kisangani and 70 kilometres to the west of the Okapi Game Reserve in the Orientale Province of the DRC (see Figure 1). The project is located 470 kilometres and 400 kilometres north-northwest of Bukavu and Goma, respectively, and is situated 130 kilometres northwest of the Manguredjipa project of Loncor. It is made up of a total of 13exploration permits (or"PRs"), which cover an area of approximately 208,700ha.

Figure 1

Before 1961, during colonial times, a total of 13 gold deposits were identified within the Ngayu greenstone belt and six of them are found within the Ngayu project as shown in Figure 2. This greenstone belt envelops the Yindi gold deposit and borders the Adumbi gold deposit which is located within the Kilo Gold Mines exploration permit areas.

PRs. The most obvious prospect identified by Loncor to date is the Makapela prospect located in the northern portion of the Ngayu project as shown in Figure 2.Project. This has been the focus of exploration in 2011and 2012.the first half of 2012.

Legal Aspects and Tenure

The Ngayu project consists of PR numbersnumber 1793 to 1807, excluding 1795 and 1799, issued to Rio Tinto Exploration RDC Orientale Sprl (“("PermitCo”"), a subsidiary of Rio Tinto operating in the Orientale Province, DRC. The Ngayu project PRs were renewed on February 10, 2012 and will expire on February 9, 2017. The PR details are shown in Table 1 below.

Loncor has entered into an option agreement (the "Option Agreement") with PermitCo dated January 26, 2010, which Option Agreement allows Loncor to explore for gold on these particular PR areas. PermitCo’s exploration is focused on iron ore, such that the agreementOption Agreement stipulates that Loncor has permission to explore for gold provided that this exploration does not disturb or interfere with the iron ore exploration rights. If this isAdditional terms of the case, then the iron ore rights take priority and PermitCo has the right of refusal for transfer of mineral rights to Loncor. No monetary commitments have been made between the two parties with respect to a change of ownership of mineral rights.Option Agreement are as follows:

Figure 1

Under the option agreement, Loncor is liable for all exploration, administration and environmental costs with respect to exploration for gold on these properties. Following the discovery of a commercially viable deposit, Loncor has an option to request the transfer of gold rights from PermitCo should Loncor wish to apply for an extension of exploration rights or for exploitation rights under the mining law of the DRC. PermitCo is solely responsible for paying fees, charges and taxes in order to maintain the PRs in good standing under the Mining Code. The PR details are shown in Table 1.

Surface Rights Owners

According to the DRC laws, the surface rights and the mineral rights pertaining to one property are not separated. Loncor therefore has access to both the surface and gold rights to the Ngayu Project.project.

Table 1: License Details for the PRs of the Ngayu Project

Surface Fees and Provincial Taxes

In order to maintain a PR in good standing under DRC law the title holder is required to make annual surface fee and surface tax payments to the State Treasury and the Provincial Tax authorities, respectively. Table 2 below summarizes the surface fee and surface tax payment schedule for which CAMI has established an 8 year surface fee payment schedule for precious stones and a 15 year schedule for all other mineral substances (including gold and base metals).

Table 2: Summary of Fees and Taxes due for PRs perCarré

To qualify for permit renewal the applicant must demonstrate that it has paid all surface fees and provincial taxes and has complied with environmental obligations. All surface fees and provincial taxes for the Ngayu project PRs have been paid and the PRs are currently in good standing.

Table 3 below summarizes the surface fee and provincial tax payments which were made for 2010 and 2011 in order to keep the Mgayu project PRs in good standing. In 2012, amounts of US$126,728.86 and US$18,193.96 were paid for surface fees and provincial taxes respectively.

Should exploration lead to the discovery of an economic deposit the PR holder has the right to apply for aPermit d’Expoitation ("PE") or exploitation permit. The PE gives the title holder the right to carry out exploration, development, construction and exploitation works for a specific mineral. This includes the right to conduct mining operations, process and sell the mineral extracted. PEs are valid for 30 years, renewable for 15-year periods until the end of the mine’s life.

Table 3: Summary of Fees and Taxes due for the Ngayu Project (2010-2011)

The DRC Mining Code levies a 4% royalty on production of precious stones and 2.5% on precious metals. Furthermore, the DRC Mining Code stipulates that a 5% free-carried interest be awarded to a Congolese State owned company at no charge. Surface fees for PEs are US$6 per hectare (approximately US$511 per carre), irrespective of commodity.

According to DRC law there is no export duty on marketable products, but a 30% corporate tax rate is applied on corporate profits. Apart from the Option Agreement between PermitCo and Loncor, Loncor has not entered into any other agreements which could have a material impact on the Ngayu project.

Environmental Liabilities

Loncor currently has no environmental liabilities or penalties pending for the Ngayu property.project. At this phase of exploration, very little damage has been done to the environment. In future exploration activities, access will be gained via existing roads and tracks.

Trenches that will be dug for sampling purposes will be rehabilitated fully once the sampling process has been completed. The exploration camp wasis built utilising an abandoned site or with as little clearance as possible. Should the project be abandoned for any reason, the locals will be able to use the camp for residential purposes. Loncor does not forseeforesee any significant environmental expenditure at this stage of the project.

Accessibility, Climate, Local Resources, Infrastructure and Physiography

Altitude within the Ngayu project area ranges from 500550 metres above mean sea level (amsl) to 730950 metres amsl.above mean sea level. The topography is made up of gently rolling hills and slightly incised valleys. The vegetation is typical dense forest. The region is drained by the Ituri River. The major tributaries within the Ituri River basin in this region include the Neopoko, Ngayu and Imbo rivers.

Table 1: License Details for PRs in the Ngayu Project

Access to the Ngayu project is by poorly maintained dirt tracks. These tracks converge towards a 760 kilometre well-maintained network of gravel roads that connect the towns of Kisangani, Nia-Nia and Butembo. The track between Bomili and Isiro is in extremely poor condition and only accessible by motor bike. The track between Nia-Nia, Wamba and Isiro is also in poor condition, but upgrade plans by the local authorities are in place.

Kisangani has a tarred air strip and regularly receives flights from Kinshasa. There is a grass airstrip at Nia Nia and Isiro also has a gravel air strip and receives flights from Kisangani. There is a railway running through the town of Isiro, but this is no longer in service.

Towns located around the Ngayu project include Bomili and Yindi within the project area, and Nia-Nia, Wamba, Isiro and Kisangani outside the project boundaries. The mode of transport on the poor quality dirt roads in and around the project area is either motorbike or foot but on the better quality gravel roads, trucks, buses and utility vehicles operate. The area can be accessed by means of a helicopter. Although no designated landing strips are available, there are flat-lying areas suitable for a helicopter landing.

Loncor has erected exploration camps in the Ngayu project in the vicinity of the Yindi and Makapela prospects. The Yindi camp is a self-sustaining camp, with its own power, water and road infrastructure. Potable water is sourced from a tributary of the Ngayu river and filtered on site. Supplies are flowndriven in from various developed towns. The camp consists of an office, tents sheltered by corrugated iron, a dining hall, core shed, a clinic and a helicopter pad and yard. The Makapela camp was recently constructed and consists of tented accommodation, offices and kitchen facilities. Power is supplied by a diesel generator at both the Yindi and the Makapela camps.

Figure 2

The climate in the eastern DRC is tropical. It is hot and humid in the equatorial river basin and cooler and wetter in the eastern highlands. The wet season takes place infrom April to October and the dry season from December to February north of the equator. South of the equator the wet season is from November to March and the dry season from April to October. The climate facilitates exploration and mining activities all year round. Exploration is more challenging during the wet season, as roads become muddy and slippery, pits are rapidly filled by water and field mapping becomesis more difficult.

Figure 2

The land around the Ngayu project is mainly equatorial rain forest, with very tall trees and grass. A few small villages exist around the project area. Some wild animals exist in and around the area but most have been hunted out by the local population. Natural water sources are abundant. Groundwater potential has not been investigated. No electricity is available in the area except in the Yindi camp.and Makapela camps. The closest hydro-electric power station is situated near Kisangani. The towns of Yindi, Bomili, Wamba and Nia-Nia are potential sources of a workforce.

History

The details of historical exploration for the Ngayu project are poorly recorded and at best sketchy.not very clear. Gold was first prospected for in the Ngayu region by Belgian prospectors in 1909. The Societe Internationale Forestiere et Miniere du Congo (FORMINIERE) obtained exploration rights in the area and had evaluated the most important prospects by 1925. FORMINIERE then obtained exploitation rights for its subsidiary company, La Societe Miniere de la Tele. No further information about the two companies wasis available. The Ngayu project was owned by Société Minière de l’Aruwimi – Ituri and was exploited between 1929 and 1955. No further information regarding the activities of Société Minière de l’Aruwimi – Ituri was provided to Venmyn. No further information on historical ownership of the project is available.

The database of the Central African Museum of Tervueren notes 13 occurrences of gold in the Ngayu greenstone belt, six of which are hosted within the Ngayu project area as shown in Figure 2. It is well known among prospectors in the northeastern DRC that gold is often associated with BIF, and this is supported by occurrences in other parts of the world.

The TerveurenTervuren database recorded historical gold production for some of the deposits occurring within the Ngayu greenstone belt. It is evident that mostly alluvial deposits were exploited, perhaps due to the ease of mining and due to the fact that it was mostly mined on a small scale.

Geological Setting and Mineralization

Regional Geology

Most of the Orientale Province is underlain by an Archaean Basement, called the Upper-Congo Granitoid Complex or Bomu Craton, formerly known as the Upper-Zaïre Granitoid Massif. This basement is covered by Lower and Upper Kibalian rocks, NeoArchaean in age that consistsconsist of volcano-sedimentary formations with intercalations of quartzites and itabirites. The Kibalian rocks have been metamorphosed to greenschist facies and in the project area constitutesconstitute the greenstone belt.

The Neoproterozoic Lindian Supergroup occurs to the south of the area and consists of a sedimentary sequence with a thickness of more than 2,500 metres. The rock types in the sequence are mainly arkoses, sandstones, quartzites, shales and conglomerates.

The Upper Congo Granitoid Complex constitutes, together with associated metasediments and volcanics, the western part of the Nyanza-Kibali granite-greenstone terrain, which extends from northern Tanzania into Central African Republic. The greenstone terrain is hosted within the Kibalian series, which outcrops in numerous zones surrounded by granitoids, the most important (i.e. Moto, Kilo, Mambasa, Ngayu and Isiro) are more than 100 kilometres in strike length. They can be distinguished both by their shape and their lithological composition. Some of these zones constitute narrow belts (less than 10 kilometres wide, 30-60 kilometres in length) made up of units which are isoclinally folded along subvertical axial planes and sub-horizontal fold axes. Others are more or less isometric and show a synclinorial tectonic style. The former possesses a metavolcanic/metasediment volumetric ratio (v/s) of about 1 that of the latter exceeds three (up to 10).

An Upper Kibalian (v/s about 1) overlies a Lower Kibalian (v/s high) in the zones of Moto and Ngayu. Extrapolating this relationship to other zones it can be concluded that two generations of greenstones exist, the one forming narrow bands, rich in sedimentary rocks, belonging to the younger of the two generations. This distinction is also supported by geochronology. The Lower Kibalian of Ngayu and Moto is intruded by 2.8Ga old tonalities and the Upper Kibalian by 2.45Ga old granites. Most volcanics of the Lower Kibalian are akin to oceanic tholeiites while those from the upper division contain distinct andesitic members together with less typical tholeiites. Nowhere has the Lower Kibalian series been observed to be associated with high-grade gneissic rocks likely to represent their basement. The upper Kiablian series, on the other hand, is typically associated both with the tonalite-Lower Kibalian association and with gneissic series (i.e. the West-Nile gneissic Complex) suggesting a different geodynamic setting for the two series.

The Ruwenzori tectonic episode (ca. 2Ga old) strongly affected the southern flank of the Upper Congo Granitoid Complex, which resulted in the formation of shear belts cutting through the Kibalian zones, and in the cataclasis of the associated granitoids.

In the region bodering the Western Rift, NNE-SSW trending shear belts, ca. 950Ma old, strongly reactivated parts of the West-Nile gneissic Complex. Parallel trending belts cutting through the Kibalian zone of Kilo are probably linked to the same event. The tectonic episodes of ca. 790Ma and 700Ma affected the northern flank of the Upper Congo Granitoid Complex and consequently the Kibalian zone of Moto. By reactivating the late-Archaean suture between the West-Nile Complex and the Congo Granitoid Complex, these episodes contributed to the present shape of the Moto zone.

Local Geology

The Ngayu project is located in a Precambrian greenstone belt enclosing folded and fractured volcano-sedimentary series and BIF as shown in Figure 2. In the project area, both the Upper and Lower Kibalian Groups are present. The Lower Kibalian is represented by the orthogneiss complex, which is a sequence of metamorphosed granites and gneiss intruded by diorites. The Upper Kibalian represents the greenstone belt made up of metasediments and metavolcanics of greenschist facies.

The Kibalian Supergroup is overlain by the early Proterozoic Lindian Supergroup, which is composed of the Penge Formation (arkoses, conglomerates and quartzites), Lenda Formation (carbonaceous sediments), Asoso Formation (intercalated schists and quartzite), Avakubi Formation (sandstones, arkoses and conglomerates), Mamungi-Kole Formation (schists, with lenses of sandstone and dolomite) and Galamboge Formation (quartzite, sandstone and arkose). World class examples of gold deposits in similar geological setting to the Ngayu project include Kilo-Moto and Geita in Tanzania. Fractured zones marked by quartz veins cross-cutting the Kibalian (including the BIF) throughout the prospect are first targets. Also of interest are fractured contact zones including cataclastic breccias between the Kibalian series and the Lindian cover deposits.

Property Geology

The Ngayu project consists of three main Pre-cambrian lithological units, namely basement granite, metamorphic and sedimentary units. The granite-gneiss sequence forms the basement in the project area. The Upper-Congo granitoid complex, composed of undifferentiated Kibalian and pre-Kibalian rocks, occupies a zone in the eastern-central and in the northwestern part of the concession. Different rock types can be distinguished in the area, namely, granitoids with porphorytic texture, diorites, orthogneisses, and magneticmagmatic and anatectic rocks.

The metamorphic Kibalian rocks overlying the basement are composed of paragneissic Lower Kibalian, not identified in the project area, and of Upper Kibalian occupying the northeastern border of the concession with scattered outcrops. The greenschist facies consists of a pelitic-psammitic series with intercalations of quartzites, itabirites, para-amphibolites, metavolcanics and accessory carbonate rocks. Towards the base, quartzophyllades, micaschists and gneisses can be found. The granitic and metamorphic rocks may also be intruded by pegmatites, aplites, undifferentiated amphibolites, mafic rocks, diorites and quartz diorites as well as quartz veins and quartz veins with tourmaline.

The overlying sedimentary Lindian Supergroup is found to the southernsouthwestern part of the concession. It is composed of the Ituri Group (Penge, Lenda, Asoso Groups)Formations) and the lower part of the Lokoma Group (Avakubi Group)Formation). The sedimentary units in the project area composecomprise mainly clastic sediments. Different faults cross-cut the three lithological units. Several folds have been observed in the field but no detailed structural study of this region is available.

A detailed geological map has been compiled for the Makapela prospect. The geology consists of BIF and basalt comprising the volcano-sedimentary package which has been intruded into by co-magmatic dolerite and quartz feldspar porphyry with a quartz-dioritic to tonalitic composition. Quartz veining occurs in all lithologies. The gold mineralization is hosted within the BIF and quartz vein lithologies. Three distinct orebodies have been identified, namely Reef 1, Reef 2 and Reef 3.

Location of Mineralised Zones

The locations of previously identified gold occurrences within the Ngayu project are shown in Figure 2.

Some of the gold deposits that have been identified within the Ngayu project were observed during the site visit and included Makapela, Marekessa, Mambati, Imva, Bayberu, Itali and Yindi. The majority of these deposits are located close to the contact of BIF with the greenstone belts. Historically, only two deposits were exploited on a large-scale by previous owners, namely Yindi and Adumbi. Adumbi falls out of the project area. Remnant mining infrastructure from previous operations at Yindi includesinclude the old laboratory, plant and camp but are derelict. Makapela is currently the priority mineralised target for Loncor. It was discovered by the Loncor team through a large artisinalartisanal pit in the northern section of the property.

Exploration

Exploration by Loncor commenced in late 2009 and initially included desktop research, primarily utilising data from the Royal Museum for Central Africa in Terveuren, Belgium and preliminary interpretation of airborne geophysical data, acquired by Rio Tinto in 2007, and a three day reconnaissance site visit in December 2009.

A base camp was established on the property in March 2010, and exploration has continued uninterrupted since then. The work to date has involved two phases run in parallel:

Anguluka and the Imva Fold will be a focus of exploration in 2012.

Geophysical Interpretation

An airborne magnetic and radiometric survey was flown over a large portion of the Ngayu project area by New Resolution Geophysics in July and August 2010. The survey parameters are shown in Table 2. All the greenstone terrain covered by Loncor’s properties was included, with only the areas to the northeast and southwest, which are underlain by granitoids and Lindian cover, respectively, excluded from the survey.

Table 2: Airborne Magnetic and Radiometric Survey Parameters

AIRBORNE MAGNETIC AND RADIOMETRIC SURVEY PARAMETERS

BLEG Sampling

BLEG sampling is a stream sediment sampling technique employed by Newmont worldwide in their regional gold exploration programs. It provides a relatively fast and reliable way of assessing large tracts of land, and has been particularly effective in defining targets within the Ngayu area. The sampling methodology and analytical techniques are proprietary to Newmont. Following successful orientation surveys in the Yindi and Makapela areas in 2010, in which 32 samples were collected, three phases of BLEG sampling were carried out as follows:

The results for Phases 1 and 2 are shown in Figure 3. Six high priority (H1-H6), seven medium priority (M1-M7) and four lower priority targets (L1-L4) have been defined based on the BLEG data and the geophysical interpretation. The rationale for selecting these targets is as follows:

Field duplicates were taken at a frequency of one in twenty samples and the results rigorously assessed by Newmont’s senior geochemists in Perth, Australia.

It was concluded that the quality of the sampling was excellent, and that the results of the survey are reliable. Analytical duplicates and blanks were also included as part of Newmont’s internal quality control procedures.

Groundwork aimed at defining drilling sites within the above target areas commenced in January 2012. This will entail soil sampling (initially on lines 320 metres apart, with in-fill to 160 metres and 80 metres where warranted), geological mapping and rock chip sampling, regolith mapping (utilizing remote sensing techniques and Newmont’s in-house expertise), and trenching and/or mechanical augering of soil anomalies. In addition, the programme provides for geophysical surveys to more closely define the location of potentially mineralized zones.

Figure 3

Soil Sampling

Soil sampling grids have been established at the Yindi, Makapela and Itali prospects, and regional soil sampling traverses have been carried out over the Imva Fold Area. A total of 10,495 soil samples have been collected at Ngayu to date as shown in Table 3.

Table 3: Exploration Summary for Ngayu Project

Mapping

Mapping and systematic field reconnaissance for Ngayu commenced in March 2010 and is ongoing. Due to the forest cover and deep tropical weathering, natural exposures are generally poor and infrequent. Most of the mapping data has been obtained from old workings and artisanal mining sites. Loncor uses standard logging forms to record lithological information (rock name, colour, fabric, grain size, oxidation and hydrothermal alteration) and structural information (strike and dips of planar structures and direction and plunge of linear features).

Mapping is systematically carried out along all soil sampling lines at a scale of 1:5,000, and this information is combined with subsequent auger drilling and diamond drilling data to provide prospect-scale geological maps for Yindi, Makapela and Itali.

Rock Chip Sampling

Rock chip samples are routinely taken for gold analysis during geological mapping, with a focus on samples showing evidence of hydrothermal alteration. The assay data are used in conjunction with soil sampling results when prioritising areas for follow-up trenching, augering and diamond drilling. A total of 712 rock chip samples have been taken to date, both within the grid areas discussed above and elsewhere on the property during reconnaissance mapping.

Channel Sampling

Channel sampling has been carried out in old adits (367 samples), trenches (1,043 samples) and colonial and artisanal open-pit workings (1,056 samples). Channel sampling enables the widths and average grades of mineralization to be calculated, and provides a more reliable assessment of the mineralization potential than rock chip sampling. Channel sampling was of particular importance at Makapela by confirming the potential for high grade quartz vein mineralization and guiding the preliminary diamond drilling program.

Mineralization

The mineralization within the Ngayu project has not been entirely defined as yet, but previous experts have contributed substantially to the understanding of the ore types and mineralization styles within the project and the greater Ngayu greenstone belt. These are described in the subsectionssub-sections that follow. The mineralization styles for every deposit hosted within the Ngayu greenstone belt are listed in Table 4 below. It is apparent from this table that the dominant gold mineralization types in the Ngayu project are alluvial, eluvial and quartz veins. Allveins, and that all the deposits that have been mined economically in the past contain quartz veins.

Table 4: Deposits and Mineralization Styles in the Ngayu Greenstone Belt

Source: Central African Tervueren Museum Database. 

Note: Highlighted deposits occur within the Ngayu project

Eluvial Deposits

In the Ngayu greenstone belt, most of the eluvial production has been obtained from rocks softened by weathering by the method of hydraulic mining. Altered rocks, enriched through supergene processes have been mined profitably at Subani (north of Moto greenstone belt) notwithstanding their low grade.

Vein Deposits

Vein deposits have been mined from two sectors within the Ngayu belt, namely Yindi-Angukuluku and Kitenge-Adumbi. At Yindi, 1,400kg of gold was reportedly recovered from a series of veins in which more than 1,400 veins have been recorded, but only 20 contained economic mineralization. Their thickness was less than 1 metre and their gold content varied between 1 and 344g/t with an average of 3.6g/t. Only 70% of the gold was recoverable, sulphides being generally present.

The vein field of Yindi is within a sequence of metasediments, metatuffs and BIF. Veins and veinlets in Yindi appear to be parallel to bedding. No outcrop of granitoid rock is known in this sector. The length of the veins may be extensive (up to 1,300 metres in places) and their thickness varies between 0 and 200cm. This type of mineralization is also found in Makapela, where mineralization is confined within quartz veins hosted in basalt and BIF.

Country rocks are sporadically mineralised from 5cm to 20cm from the vein with a grade similar to that of the vein. The entire vein field measured 400 metres x 1,200 metres. The overall structure of the field and its relation with the country rock shows best at Angukuluku where a small but similar vein field has given 170kg of gold in the past. The bedding, marked by ferruginous grits (BIF),units of BIF, is cut at the fold-hinges indicating that the veins are emplaced parallel to the regional foliation.

The Kitenge-Adumbi group of mines are situated near the northern edge of the Kibalian zone, not far from its contact with the granitoid envelope. This group belongs to a NW-SE lineament running close, and parallel to, a tightly folded belt of epimetamorphic volcanics and sediments.

A swarm of parallel quartz veins gives rise to the Kitenge and Adumbi inselbergs. Some 20 veins have been worked in this area, with two of them responsible for most of the 5t gold produced by the two mines. The veins vary in thickness and are orientated in an en echelon manner, slightly oblique to the elongation of the hills. Gold content was apparently constant around 10g/t.

Makapela consists of three mineralised zones which have been named Reef 1, Reef 2 and Reef 3. Reef 1 is a steeply dipping (regional average 86°), massive quartz veins in basalt, which cross-cut the stratigraphy. Reefs 2 and 3 are associated with highly sheared and altered BIF. Gold is present at micro and macro scale, the visible gold reportedly making up the majority of gold mined by artisanal miners.

Disseminated and Stratabound Deposits

Disseminated deposits in the project area, excluding the Ngayu area, are hosted within sericite-chlorite-ankerite schists with quartz and albite, and with hardly recognizable volcano-intrusive features. Among the most mafic types, the series shows some volcanic agglomerates and pillowed lavas, while more acideacid types are represented by andesites and dacites.

Sedimentary rock types are represented by quartzites, quartz-carbonate (Fe, Mg)-rocks and itabirites. The lithostratigraphic marker is a basaltic rock metamorphosed to a calcified chloritoschist, commonly referred to as Gorumbwa. No granitoids have been recorded in the vicinity of the mineralised area. A common characteristic of disseminated deposits is the lack of quartz veins as exclusive ore bodies (i.e. when present, they are not the only orebodies).

The stratabound character of the mineralization was apparent at Yindi, where some 200kg of gold were extracted from ferruginous quartzites, at a grade of 2g/t. Disseminated sulphide associated gold mineralization occurs within the BIF and adjacent metatuffs and metapelites. Similar styles of mineralization are expected at Anguluku and the Imva Fold. Greenschists containing about 2g/t have been mined at Adumbi and Angukuluku on the flank of the hills, but the enrichment appears to have been supergene. Reefs 2 and 3 of Makapela are associated with BIF but the gold occurs in a pyritic quartzsulphidequartz-sulphide assemblage which has completely replaced the highly sheared BIF. The BIF occurs with quartz veins and quartz-feldspar porphyries.

Deposit Types

It is well known amongst prospectors in the northeastern DRC that gold is often associated with BIF, and this is supported by occurrences in other parts of the world, for example the multi-million ounce gold deposit at Geita in Tanzania. Four different types of gold deposits are encountered in the Ngayu greenstone belt, namely placer, eluvial, vein and disseminated deposits. Placer deposits result from weathering of greenstone belts and transportation of gold mineralization away from the source by gravity or streams. Placer deposits are often located within short distances of their primary deposit.

The exceptional thickness of the alteration cover resulting from the equatorial climatic conditions has resulted in the formation of eluvial gold deposits in the area, where greenstone belts have weathered to liberate gold mineralization which later concentrated in the thick eluvial cover. The majority of the primary gold produced in northeastern DRC is hosted in quartz veins. In the Kilo zone, deposits of this type are located along four belts, three of which are subparallel with an ENE-WSW strike, the fourth trends NS. The veins that trend ENE-WSW are seldom more than 2 metres thick, they are subvertical and nearly concordant with the foliation of the country rocks.

In regions where the lithology has undergone more than one transpression event, quartz accumulated in the fold hinges to form saddle reefs. Disseminated or stratabound deposits usually occur either within or close to BIF units. The common characteristic of these deposits is the lack of quartz veins as exclusive ore bodies (i.e. when present), they are not the only gold-carrier.

Exploration

Exploration by Loncor commenced in late 2009 and initially included desktop research, primarily utilising data from the Royal Museum for Central Africa in Terveuren, Belgium and preliminary interpretation of airborne geophysical data, acquired by Rio Tinto in 2007, and a three day reconnaissance site visit in December 2009. A base camp was established on the property in March 2010, and exploration has continued uninterrupted since then. The work to date has involved two phases run in parallel:

Desktop Research

The Tervuren database provided information regarding areas of historical mining and prospecting, past-production estimates and limited data on local geology and mineralization styles. Table 5 below summarises certain of the information acquired on the main historical prospects.

Table 5: Deposit Information from the Terveuren Database

Source: Central African Tervueren Museum Database.

Geophysical Interpretation

An airborne magnetic and radiometric survey was flown over a large portion of the Ngayu project area by New Resolution Geophysics in July and August 2008. The survey parameters are shown in Table 6 below. All the greenstone terrain covered by Loncor’s properties was included, with only the areas to the northeast and southwest, which are underlain by granitoids and Lindian cover respectively, excluded from the survey.

Table 6: Airborne Magnetic and Radiometric Survey Parameters

Digital Terrain Model (DTM)

The DTM shows a gently rolling relief over most of the property with higher ground tending to form strike-parallel ridges coincident with the more resistant BIF units, particularly to the northeast of the area. The relatively low lying terrain in the southwest is underlain by the Lindian lithologies.

Radiometric Survey and Aeromagnetic Survey

Radiometric surveys measure the spatial distribution of three radioactive elements, namely, Potassium (K), Thorium (Th) and Uranium (U), in the top 30-45 kilometres of the earth’s crust. Measuring the abundance of these elements gives an indication of the content of these elements in the bedrock. The typical contents of these elements in various rock types are known, thereby providing a tool for postulating the type of source rock. The radiometric data have proved highly effective in mapping the major geological units in the area, and have been incorporated into the integrated geophysical interpretation described in more detail below. Geological units which are clearly defined include mafic volcanics, granitoid basement and intrusive, and Lindian sediments and recent alluvium.

All airborne geophysical data have been analysed in detail by specialist geophysicists employed by Newmont in Perth, Australia. The objectives of the interpretation were to prepare a map showing the distribution and structural relationships of the different lithologies in the project area, and to identify and prioritise target areas for gold mineralization. Four areas have been prioritised as being lithologically and structurally favourable for gold mineralization, and are as follows:

In order to interpret the most prospective areas of the concession in more detail, four areas totalling 187 square kilometres were resurveyed by New Resolution Geophysics on a line spacing of 50 metres in October 2012. This higher resolution magnetic and radiometric data is currently being assessed by Newmont’s geophysicists.

BLEG Sampling

BLEG sampling is a stream sediment sampling technique employed by Newmont worldwide in their regional gold exploration programmes. It provides a relatively fast and reliable way of assessing large tracts of land, and has been particularly effective in defining targets within the Ngayu area. The sampling methodology and analytical techniques are proprietary to Newmont, and as such, cannot be detailed herein. Following successful orientation surveys in the Yindi and Makapela areas in 2010, in which 32 samples were collected, three phases of BLEG sampling were carried out as follows:

Field duplicates were taken at a frequency of one in twenty samples and the results rigorously assessed by Newmont’s senior geochemists in Perth. It was concluded that the quality of the sampling was excellent, and that the results of the survey are reliable. Analytical duplicates and blanks were also included as part of Newmont’s internal quality control procedures. Groundwork aimed at defining drilling sites within the above target areas commenced in January 2012. This entailed soil sampling (initially on lines 320 metres apart, with in-fill to 160 metres and 80 metres where warranted), geological mapping and rock chip sampling, regolith mapping (utilizing remote sensing techniques and Newmont’s in-house expertise), and trenching and/or mechanical augering of soil anomalies. In addition, the programme provides for geophysical surveys to more closely define the location of potentially mineralized zones.

Figure 3

Soil Sampling

Soil sampling grids have been established at the Yindi, Makapela and Itali prospects, and regional soil sampling traverses have been carried out over the Imva Fold Area. A total of 23,959 soil samples have been collected at Ngayu to date as shown in Table 7 below.

Table 7: Exploration Summary for Ngayu Project (as at December 2012)

The Yindi Grid

The Yindi grid covers an area of 12.6 km² and was initially sampled at a line spacing of 160 metres, and samples taken at 40 metre intervals along the lines. Infill lines at 80 metre spacing were subsequently sampled in anomalous areas. A total of 2,362 samples were collected and analysed for gold. The results show a well-defined, strike-parallel anomaly defined over an area of 3 x 0.75 kilometres using the 50ppb Au contour, and 1.2 x 0.3 kilometres using the 200ppb contour. Together with the results of rock chip sampling and channel sampling, the soil data were used to plan auger drilling and diamond drilling programmes.

The Makapela Grid

The Makapela grid covers an area of 21.3 km² and was initially sampled on 160 x 40 metre spacing, with infill sampling on 80 metre lines in anomalous areas. A total of 4,103 samples were analysed for gold. Values above 200ppb Au occur over a strike of 3 kilometres from the area of the Main pit to north of Sele Sele. A separate anomaly occurs in the Bamako area, with a strike of approximately 2 kilometres. Together with rock chip and channel sampling, the soil anomaly has been used to plan auger and diamond drilling.

The Itali Grid

The Itali grid is 2 x 1 kilometres in extent, and was sampled on 160 x 40 metre spacing. A total of 396 samples were analysed for gold. The +200ppb Au anomaly has a strike of about 1 kilometre, and is coincident with an east-west trending zone of colonial and artisanal workings.

The Imva Fold Area

During 2012, extensive soil sampling was carried out over 115 square kilometres, covering all BLEG targets in the Imva Fold Area. Sampling was initially carried out on lines 320 metres apart, with infill on 160 metre lines in anomalous areas. A total of 17,098 samples were collected. Soil anomalies were detected in all BLEG targets, which are being further assessed by detailed mapping, rock chip sampling, auger drilling and trenching, with the objective of defining diamond drilling targets for 2013.

Mapping

Mapping and systematic field reconnaissance for Ngayu commenced in March 2010 and is ongoing. Due to the forest cover and deep tropical weathering, natural exposures are generally poor and infrequent. Most of the mapping data has been obtained from old workings and artisanal mining sites. Loncor uses standard logging forms to record lithological information (rock name, colour, fabric, grain size, oxidation and hydrothermal alteration) and structural information (strike and dips of planar structures and direction and plunge of linear features). Mapping is systematically carried out along all soil sampling lines at a scale of 1:5,000, and this information is combined with subsequent auger drilling and diamond drilling data to provide prospect-scale geological maps for Yindi, Makapela and Itali.

Rock Chip Sampling

Rock chip samples are routinely taken for gold analysis during geological mapping, with a focus on samples showing evidence of hydrothermal alteration. The assay data are used in conjunction with soil sampling results when prioritising areas for follow-up trenching, augering and diamond drilling.

Channel Sampling

Channel sampling has been carried out in old adits (427 samples), trenches (2,823 samples) and colonial and artisanal open-pit workings (1,396 samples). Channel sampling enables the widths and average grades of mineralization to be calculated, and provides a more reliable assessment of the mineralization potential than rock chip sampling. Channel sampling was of particular importance at Makapela by confirming the potential for high grade quartz vein mineralization and guiding the preliminary diamond drilling programme.

Drilling

Diamond Drilling

Yindi Prospect

Diamond drilling commenced at Yindi in September 2010, with the objective of following up soil and rock chip anomalies and testing the down-dip continuity of channel sampling intersections in old open pits and near-surface adits. A total of 18 drill holes with a length of 3,274 metres were completed over a strike of 1.1 kilometres, down to a maximum vertical depth of 160 metres.metres, as shown in Figure 4. The drilled rocks mainly comprise fine grained schists, which petrographic studies show were originally pellitic sediments and tuffs, now metamorphosed to lower greenschist facies. Several units of BIF up to about 15 metres in thickness are interlayered with the schists. The sequence has a consistent NW-SE strike and southwesterly dip of about 75°. Gold mineralization occurs both within the BIF and within the schist near the BIF contacts, and is associated with:

All significant mineralized intersections are shown in Figure 4. The better grades and widths occur in the central part, in drill holes NYDD001, NYDD003, NYDD004, NYDD005, NYDD007, NYDD008, NYDD012 and NYDD014. In these holes the mineralization associated with the main BIF horizon has an average width of 12.90 metres (10.96 metremetres true width) at an average grade of 2.20 g/t.

Makapela Prospect

Exploration at Makapela is focusing on a quartz vein system within a sequence of basalts, thin units of banded iron formation, and dolerite sills. Porphyry dykes and sills of quartz-diorite to tonalitic composition are also present. The veins, or reefs, are being exploited by artisanal miners in three large pits (Main, North and Sele Sele) which are each between 170 metres and 290 metres in length, located along a strike of 2.2 kilometres. The soil geochemical results indicate that the mineralization continues between these three artisanal workings under a thick soil cover.

Diamond Loncor commenced diamond drilling commenced at Makapela in November 2010 and is ongoing. A total of 60by July 2012 had completed 71 drill holes have been completedon the main mineralised horizons with a maximum of four rigs. The diamond drilling database is included in Appendix 6 to date, totalling 14,900 metres. Drilling has been focused in the following two areas.

Figure 4Ngayu Technical Report, and comprises the first 58 drill holes, which were used for resource calculations. During this programme, Reef 1, Reef 2 and the Sele Sele reef were drilled at an 80 metre x 80 metre spacing to a depth of 240 metres, and at an 160 metre x 160 metre spacing from 240 metres to 400 metres depth.

Main and North Pit

Two main veins have been identified in this area. Reef 1 has been intersected on the Main pit trend over a potential strike length of 480 metres down to a maximum vertical depth of 435480 metres (open at depth and along strike). The average true width of Reef 1 intersected in the 15 holes drilled to date is 1.802.15 metres with an average grade of 11.8811.15 g/t Au. Reef 1 tends to have a glassy, white massive texture and pyrite is much less common than in Reef 2. The vein is hosted by basalt and dolerite, crosscuts the lithologic strike and is possibly a splay off Reef 2. Reef 2 has been intersected on the North pit trend over a strike length of 800 metres, the most significant grades occurring in the northern section over a potential strike length of 480 metres. In this northern area, which has so far been drilled by 18 holesles to a maximum vertical depth of 312 metres, the mineralization has an average true width of 3.513.52 metres with an average grade of 11.178.44 g/t Au. Reef 2 has a smokey grey, brecciated texture with common disseminations and stringers of pyrite and local pyrrhotite. The vein appears to have followed a shear zone within and on the margins of a 2-4 metresmetre thick unit of banded iron formation, and is parallel to the lithological strike.

All mineralized Mineralized intersections are summarised in Figure 5.

Sele Sele

Approximately 2,000 metres to the north of the North pit, the probable continuation of Reef 2 at the Sele Sele pit has been intersected by diamond drilling over a potential strike length of 480 metres. The mineralization is generally wider, but lower grade than on the North pit trend. The best intersection

drilled is 15.68 metres (true thickness) with an average grade of 5.35 g/t Au.

All mineralized Mineralized intersections are summarised in Figure 6.

Drilling in the Main-North and Sele Sele areas is continuing with a view to defining an inferred resource within the second quarter of 2012.

Potential new veins and vein extensions have been identified by Loncor’s soil, auger and rock-chip sampling programmes, and drill testing of these targets has commenced. Seven drill holes havehad been completed to the date of the Ngayu Technical Report, and results for the first four holes havehad been received. The most significant intersection of 3.60 metres at a grade of 4.43 g/t is on the Bamako trend, located one1 kilometre SSE of the Main pit. This geochemically anomalous zone, supported by rock chips of up to 18.8 g/t Au, has a strike of about 1.5 kilometres, and additional drilling is planned to further assess its potential.

Itali Prospect

The Itali prospect is located at the eastern end of the Imva Fold structure, which comprises an interbedded sequence of BIF, basaltic volcanics and metasedimentary schist. Post-deformation, dioritic intrusives occur within and on the flanks of the fold. Extensive strike-parallel faults have been interpreted from aeromagnetic data, and are possibly thrusts that formed during the NNW-SSE compression and folding event. OneFive drill hole hasholes have been completed at Itali, with the objective of testingItali. The first hole was drilled to test a trench intersection of 42.50 metres at 2.11 g/2.11g/t. The drill hole iswas 161.85 metres in length and inclined at -50 degrees to the south, and was drilled parallel to and immediately below the trench.

Figure 4

The main mineralized zone drilled at Itali consists of quartz veins and veinlets within basalt, overlain by graphitic schist. Two lower-grade zones occur in the vicinity of the basalt/schist contact. The main mineralized zone of 38.82 metres at 2.66 g/t Au, dips at 52° to the north, strikes east-west, and correlates closely with the trench intersection. The rock is completely oxidised to a vertical depth of 110 metres below surface. Artisanal workings

Intersections in the subsequent holes, drilled to test the mineralized zone down dip and soil sampling results indicate that there is potential for the mineralization to extend along strike, for approximately 500include: 21.20 metres to the east@ 0.68 g/t Au (Hole 2), 10.15 metres @ 1.07 g/t Au (Hole 3), 14.70 metres @ 1.68 g/t Au and west of the drilled section. The strike and down-dip potential will be tested when rigs are available after the current phase of drilling at the Makapela prospect. Additional drilling is planned to commence in the second quarter of 2012.

Figure 53.95 metres @ 19.5 g/t Au (Hole 4).

Figure 6

Auger Drilling

Mechanical auger drilling, using an Atlas Copco percussion hammer and window sampling barrels, has been extensively employed at the Yindi, Makapela and Itali prospects. The technique provides an intersection of the whole soil profile, and can penetrate the upper saprolite if this is within 7 metres of the surface, the maximum depth that the auger can reach. The method is used to test for bedrock mineralization below soil anomalies, as a prelude to diamond drilling. Even in areas where the saprolite is deeper than 7 metres, the more restricted gold dispersion in the deeper parts of the soil profile provide a more precise estimate of the location of mineralization, allowing diamond drill holes to be optimally sited. 1,0031.818 auger holes totalling 5,6159,392 metres havehad been completed at Ngayu to date.by the end of 2012.

Sample Preparation, Analyses and Security

Section 10 of the Ngayu Technical Report (which section is entitled “Sample Preparation, Analyses and Security”) is incorporated by reference into,and forms part of,this Form 20-F. A copy of the Ngayu Technical Report can be obtained from SEDAR atwww.sedar.com and EDGAR atwww.sec.gov.

Data Verification

Section 11 of the Ngayu Technical Report (which section is entitled “Data Verification”) is incorporated by reference into,and forms part of,this Form 20-F. A copy of the Ngayu Technical Report can be obtained from SEDAR atwww.sedar.com and EDGAR atwww.sec.gov.

Mineral Processing and Metallurgical Testing

Specific Gravity Measurements

At Makapela, a total of 1,304 core samples were taken to determine the specific gravity of the various reefs and oxide, transitional and fresh rock components. Measurements were taken at 25 cm intervals throughout the reef horizons. Within the hangingwall and footwall, measurements were taken at 2 metre intervals above and below the reef horizon, generating 324 measurements. A summary of the Specific Gravity (SG) for each reef is presented in Table 8 below.

Table 8: SG (g/cm3) for the Makapela Prospect Reefs

Figure 5

Figure 6

Metallurgical Testing

Initial bottle roll metallurgical testwork for the Makapela prospect has been completed in order to obtain preliminary indications of gold recovery from the mineralized zones. Bottle roll is a preliminary metallurgical test to determine how much and how easily gold may be liberated from an ore using cyanide.

Samples from Reef 1, Reef 2 and Sele Sele were selected for bottle roll tests at SGS in Mwanza. For Reef 1, ten core samples from two boreholes with grades from 2.50 g/t to 59.03 g/t Au (average grade 19.6 g/t Au) were used for the testwork and for Vein 2, 15 core samples from two boreholes with grades from 1.29 g/t to 76.33 g/t Au (average grade 15.24 g/t) were utilised. From the Sele Sele area, 14 core samples from one borehole grading 2.54 g/t to 18.17 g/t Au (average grade 7.30 g/t Au) were used.

For the bottle roll testwork, each core sample was crushed down to minus 2mm and pulverized down to 90% passing 75microns. Triplicate samples were analysed by fire assay to determine the average head grade of each sample. A 1.5kg1.5 kg pulverised sample was then bottle rolled for 24 hours in a dilutediluted cyanide solution to extract the gold. Gold analyses were then undertaken on the total gold in cyanide solution and the grade in the sample tails to arrive at the amount of gold extracted by the cyanide solution and the gold remaining in the leached tails. The results are summarised in Table 4.9 below.

Table 9: Bottle Roll Metallurgical Testwork Results

The results indicate that Veins 1 and 2 are not refractory and have good metallurgical recoveries. Sele Sele requires further mineralogical and leaching testwork to investigate the wide variability on results to define leach characteristics and so the recoveries can be optimised.

Table 4: Bottle Roll Metallugical Testwork ResultsMineral Resource Estimates

Mineral Resource Estimation and Modelling Techniques

Datamine Studio 3^TM was used to model the mineral resource at the Makapela Prospect. Venmyn validated the entire modelling process. Borehole data are captured electronically in Microsoft Excel, imported into Datamine and "desurveyed" to combine position, grade and descriptive data into the master file of drillhole traces. Error-checking is performed in Datamine at the time of desurveying and corrected at source. Venmyn verified that the Datamine master drillhole file correctly represents the data.

The mineral resource occurs over a length of 830 metres east to west and 2,420 metres north to south. The mineral resource occurs from surface and the model has been constrained at a depth of 500 metres below the surface.

A 3D (three-dimensional) closed wireframe model has been constructed of the mineralization, interpreted with a 2 g/t sample cut-off. The model has been segregated into four zones, namely Zone 1, 2, 3 and 8 representing Reef 1, 2, 3 and Sele Sele, with segregation based on reef occurrence. The Sele Sele region in the north is thought to be a continuation of Reef 2 but it has been modelled as a separate zone to reflect the absence of above-cut-off sampling detected in the central region. Loncor has interpreted non-intersection at expected intersection depths to be due to a major fault along strike of the reef. It has been assumed that the fault extends north along the extent of the reef. This is based on limited data from only 10 boreholes.

The Reefs have been identified on the database on the basis of lithology but the mineral resource wireframe does not necessarily follow the lithological contacts. Instead, the orebody is defined as a high-grade structure with a nominal cut-off of 2 g/t. At the same time, another constraint is applied: a minimum horizontal width of 1.5 metres. Consequently the mineral resource wireframe can appear as contained entirely within the lithological units in some places or project beyond it in others. Venmyn confirmed that the wireframe conforms to these principles.

A two-dimensional (2D) surface wireframe or (Digital Terrain Model) DTM truncates the closed wireframe at the topographic surface. Venmyn found that the original topographic surface did not correspond to the positions of the borehole collars. Loncor created a new DTM with positions from the collars supplemented by coordinates of soil samples. Venmyn is satisfied that this is as accurate a representation as can be obtained from currently available data. The closed wireframe extends at least down to RL 200 metres but is truncated 500 metres below surface to fulfill the requirement that the resource has a reasonable prospect of mining using a decline. Venmyn is in agreement with this working definition.

DTMs were also constructed to define the alteration surfaces BOCO (Bottom Of Complete Oxidation) and TOFR (Top Of Fresh Rock), interpreted between boreholes. Venmyn has checked the application of these surfaces to the segregation of the block model into oxidised, transition and fresh ore.

Data within the target zones were selected and composited to 1 metre intervals, thereby creating a uniform support size for statistical modelling. Loncor has composited globally to 1 metre interval. This is representative of core logging as a whole, but Venmyn notes that the dominant (mode) length of samples in the mineralized lithologies is significantly shorter at 0.67 metres.

Statistical and Geostatistical Analysis of Data

Statistical Analysis

Classic statistics were carried out on the data acquired in order to investigate its validity. Table 10 below shows the summary of the statistical analysis. The statistics show high variances and ranges, especially for Zones 1 and 2. This could be indicative of the limited data collected or of the nugget effect that is inherent in gold deposits. More meaningful statistics are anticipated as more samples per zone are collected and analysed.

Table 10: Summary Statistics on the Makapela Data

Variography

Grade interpolation was effected using ordinary kriging and Datamine’s dynamic anisotropy option was employed using sample data located within the 2.0 g/t cut-off interpreted boundaries. No capping was applied to the samples prior to grade interpolation. The search ellipse dimensions were set at 90 metres along the strike of the structure, 50 metres down-dip and 9 metres in the cross-structure directions. Dip and dip directions were calculated from wireframes using Datamine’s Anisoang command and later interpolated into the individual blocks using Datamine’s Estima process. Grade interpolation was effected separately for the individual zones and Datamine’s dynamic anisotropy process was employed to ensure that the search distances were controlled by the orientation and axes of the search volume and grades were interpolated primarily into parent cell. The down-dip extrapolation was restricted to three times the down dip variogram range from the last drillhole used in the interpolation. The model was trimmed off at a maximum depth of 500 metres below surface for reporting.

Analysis of the Grade-Tonnage Curve

A grade-tonnage curve (see Figure 7 below) was compiled from the block listing data acquired from the modelling process. This includes all blocks that contributed to the mineral resource estimate and as such represent the total mineral resource for the Makapela prospect. When a Au grade cut-off of 2.75 g/t is applied on the curve, then 4.1Mt inferred mineral resource at 7.6 g/t is indicated. This concurs with the mineral resource reported, which validates the results achieved.

Figure 7: Grade-Tonnage Curve for Makapela Prospect

Mineral Resource Estimate

A 3D block model was created in Datamine for the purposes of mineral resource estimation. Block sizes of 5 metres (east-west, approximately across strike) x 10 metres (north-south, within 20° of strike) x 10 metres (vertical) were used. Composite data were then divided into domains for grade estimation purposes. Dynamic anisotropy was used in estimating grade. The same variogram model was used for all the zones, but the application of Datamine’s proprietary “dynamic anisotropy” enabled it to be adjusted to the different orientations of the various reefs, thereby improving sample selection and calculation of kriging weights. The technique of subcelling was employed to estimate the actual volume of reef contained within each parent cell. Following that, tonnages above specified cut-offs were calculated. Estimates and data selected have been confined to the zone of 2 g/t cut-off. In this regard no structural features are highlighted.

The entire resource is classified in the inferred category. Although geological confidence is high, grade interpolation confidence is low, due to the inherent irratic nature of grade in gold deposits. A cut-off grade of 2.75 g/t has been selected for the purpose of resource reporting. This cut-off grade was inferred from similar projects world-wide and the anticipated underground mining method. The mineral resources statement for Makapela prospect is provided in Table 11 below.

Table 11: Inferred Mineral Resource Estimate for Makapela Prospect with an Effective Date of April 11, 2012

Notes:

The resources are classified according to alteration type and reef. Although the geology is well understood and it is reasonable to assume geological continuity, there is insufficient grade data and spatial correlation of grades is insufficiently modelled, to permit any classification other than inferred. The total mineral resources for the Makapela prospect are demonstrated at different cut-off grades in Table 12 below.

Table 12: Inferred Mineral Resource Estimates for Makapela Prospect with an Effective Date of April 11, 2012 at Various Gold Grade Cut-Offs