Lincoln Gold Announces Closing of Shares for Debt Transaction and Issuance of Convertible Note Units

Executive Summary

• Lincoln Gold settled CDN$101,000 of indebtedness by issuing 673,333 settlement units (each a common share plus half a warrant) at CDN$0.15 per unit.
• The company closed a private placement of CDN$850,000 in convertible note units to director Ian Rogers, comprising unsecured debentures and 4,250,000 common‑share purchase warrants.
• Proceeds from the note units will fund Nevada mining operations and general working capital; the transaction is subject to final TSX Venture Exchange and shareholder approvals.

Key Details

• Debt Settlement:
• Amount settled: CDN$101,000.
• Units issued: 673,333 settlement units @ CDN$0.15 each.
• Each unit = 1 common share + ½ non‑transferable warrant.

• Warrants exercisable at CDN$0.35 per share for 24 months.

• Convertible Note Unit Private Placement:

• Principal raised: CDN$850,000.
• Units issued: 4,250,000 warrants (derived from principal ÷ conversion price).
• Each note unit = one unsecured convertible debenture + associated warrants.
• Interest rate on notes: 18 % per annum, payable at maturity.
• Maturity: 36 months from issuance; conversion price CDN$0.20 per common share.

• Warrants:

  • 1,000,000 exercisable at CDN$0.20 per warrant.
  • 3,250,000 exercisable at CDN$0.30 per warrant.
  • Each warrant converts to one common share; exercise period 36 months.

• Use of Proceeds:

• Fund Nevada mining operations (expenses and immediate obligations).

• General working capital.

• Shareholder & Exchange Approvals:

• Transaction requires disinterested shareholder approval and TSX Venture Exchange consent for creation of a new Control Person.

• Ian Rogers holds ~20.13 % of outstanding shares; block‑out provisions limit his ability to exceed 19.99 % without approvals.

• Holding Period:

• All securities issued are subject to a four‑month hold period under Canadian securities law and Exchange policies.

• Related Party & Early Warning Disclosures:

• Ian Rogers is a director; the issuance qualifies as a related‑party transaction under MI 61‑101.
• Early warning filing will be made on SEDAR+; post‑conversion, Rogers could own up to ~44 % of shares subject to block‑out restrictions.

Notable Quotes

No direct quotes were provided in the release.