Lincoln Gold Announces Proposed Convertible Note Unit Issuance

Executive Summary

• Lincoln Gold Mining proposes to issue convertible note units to Director Ian Rogers for gross proceeds of C$200,000.
• Each unit consists of one unsecured convertible debenture and up to 1,000,000 common‑share purchase warrants at an exercise price of C$0.20, with a 36‑month maturity and 18% annual interest.
• Proceeds are earmarked for Nevada mineral lease payments, BLM fees, and general working capital; the transaction requires TSX Venture Exchange approval and disinterested shareholder consent due to control‑person considerations.

Key Details

• Note Units Structure: 1 unsecured convertible debenture + warrants equal to Principal ÷ Conversion Price (1,000,000 warrants per C$200,000).
• Conversion Terms: Principal may be converted at C$0.20 per common share; up to 1,000,000 shares issuable upon full conversion.
• Interest Rate: 18% per annum, payable at maturity; accrued interest may be converted into common shares subject to exchange approval.
• Maturity & Redemption: 36 months from issuance; holder may elect cash repayment or conversion within 10 days of maturity.
• Use of Proceeds: Complete required Nevada mineral lease, BLM and other operational payments; provide immediate working capital.
• Hold Period: All securities subject to a four‑month hold period under Canadian securities law.
• Control Person Issue: Ian Rogers already holds ~20.7% of outstanding shares; issuance creates a new “Control Person” requiring disinterested shareholder approval. Company will seek exemptive relief and may impose blocker provisions limiting conversion/exercise to keep Rogers below 19.99% ownership until approvals are obtained.
• Related Party Disclosure: Transaction qualifies as a related‑party transaction under MI 61‑101; exemptions applied because the securities represent <25% of market capitalization.
• Early Warning Impact: Post‑conversion/exercise, Rogers could own up to ~26.8% of shares (6,942,000 shares) if no blocker provisions are applied.

Notable Quotes

(No direct quotes included in the release.)