Lincoln Gold Announces Proposed Convertible Note Unit Issuance

Executive Summary

• Lincoln Gold Mining Inc. announced the proposed issuance of convertible note units totaling CDN $650,000 to director Ian Rogers.
• The transaction includes one unsecured convertible debenture and 3,250,000 common‑share purchase warrants at a $0.30 exercise price, with conversion rights at $0.20 per share.
• Proceeds are earmarked for funding Nevada mining operations and general working capital; the issuance is subject to TSX Venture Exchange approval and disinterested shareholder consent due to control‑person considerations.

Key Details

• Note Unit Structure: Each unit consists of one convertible debenture plus warrants equal to Principal ÷ Conversion Price (3,250,000 warrants total).
• Principal Amount: CDN $650,000.
• Warrant Terms: Exercise price $0.30 per common share; exercisable for 36 months from issuance.
• Conversion Price: $0.20 per common share; conversion optional at holder’s discretion prior to maturity (36‑month term).
• Interest Rate: 18% per annum, payable at maturity; accrued interest may be converted into shares subject to Exchange approval.
• Maturity: 36 months from issuance unless earlier conversion occurs.
• Maximum Shares Issuable on Full Conversion: 3,250,000 common shares (plus any exercised warrants).
• Use of Proceeds: Fund Nevada mining operations, cover immediate expenses and other working‑capital needs; no finder’s fees will be paid.
• Hold Period: Securities subject to a four‑month hold period under Canadian securities law.
• Control Person Issue: Ian Rogers already controls ~20.7% of outstanding shares; issuance would raise his potential ownership to ~39.3% if fully converted, triggering the need for disinterested shareholder approval and possible exemptive relief.
• Related Party Transaction: Director‑related transaction under MI 61‑101; company relies on exemption thresholds (transaction <25% market cap).
• Early Warning Disclosure: Rogers’ post‑issuance ownership could exceed 19.99% of shares unless blocker provisions are applied pending approvals.

Notable Quotes

(No direct quotes were provided in the release.)