Lincoln Gold Proposed Debt Settlement

Executive Summary

• Lincoln Gold Mining Inc. proposes to settle up to CDN $903,379.22 of indebtedness by issuing up to 5,493,205 settlement units at $0.165 per unit.
• Each settlement unit consists of one common share and one warrant exercisable at $0.35 per share for 12 months; all securities will be subject to a four‑month hold period.
• The transaction has been unanimously approved by the board (except director Dong Shim, who abstained) and is pending regulatory and TSX Venture Exchange approvals.

Key Details

• Total Debt to be Settled: Up to CDN $903,379.22 owed to various creditors.
• Settlement Units Offered: Up to 5,493,205 units at an issue price of $0.165 per unit.
• Composition of Each Unit:
• 1 common share (“Settlement Share”)
• 1 common share purchase warrant (“Settlement Warrant”).
• Warrant Terms: Exercisable for one additional common share at $0.35 per share, valid for 12 months from issuance.
• Hold Period: All securities issued under the settlement are subject to a four‑month hold period from the issue date.
• Related Party Transaction: Director Dong Shim (principal of Shim & Associates LLP) is a related party; the transaction is exempt from MI 61‑101 valuation and minority shareholder requirements because Lincoln’s shares are not listed on a specified market and consideration does not exceed 25% of market cap.
• Board Approval: Unanimously approved by the board, with Mr. Shim abstaining due to his interest.
• Regulatory Conditions: Closing subject to receipt of all necessary regulatory approvals, including conditional acceptance by the TSX Venture Exchange.
• Finder’s Fee: No finder’s fee will be paid in connection with this debt settlement.

Notable Quotes

(No direct quotes were provided in the release.)