Lincoln Gold arranges $650,000 note financing

Executive Summary

• Lincoln Gold Mining Inc. announced a proposed issuance of convertible note units totaling $650,000 to related party Ian Rogers, a current director and significant shareholder.
• The transaction involves unsecured convertible debentures and common share purchase warrants, with proceeds designated for Nevada mining operations, expense payments, and general working capital.
• The issuance is subject to TSX Venture Exchange approval and disinterested shareholder approval due to the potential creation of a new control person, though the company seeks exemptive relief to proceed prior to such approval, subject to ownership blockers.

Key Details

• Transaction Structure: Issuance of convertible note units to Ian Rogers for a total principal amount of $650,000.
• Components: Each unit comprises one unsecured convertible debenture and common share purchase warrants.
• Warrant Terms:
  • Quantity: 3.25 million warrants (calculated as principal divided by conversion price).
  • Exercise Price: $0.30 per common share.
  • Term: 36 months from the date of issuance.
  • Right: Exercisable into one common share per warrant.
• Debt Terms:
  • Maturity Date: 36 months from the date of issuance.
  • Interest Rate: 18% per annum, accruing and payable at maturity.
  • Conversion Option: Holder may convert principal at any time after issuance at a conversion price of $0.20 per common share.
  • Conversion Cap: Maximum of 3.25 million common shares issuable upon full conversion of principal.
  • Interest Conversion: Company may elect to convert accrued interest into common shares at the closing price on the last trading day prior to announcement.
• Use of Proceeds: Funding mining operations in Nevada, payment of incurred expenses, other immediately payable obligations, and general working capital.
• Fees: No finders' fees will be paid.
• Regulatory & Ownership Implications:
  • Related Party Transaction: Rogers is a director; the transaction is a related party transaction under MI 61-101.
  • Exemptions: Company relies on exemptions for formal valuation and minority shareholder approval under MI 61-101 (sections 5.5(b) and 5.7(1)(a)) as securities are not listed on a specified market and consideration does not exceed 25% of market cap.
  • Control Person Status: Rogers currently holds 4,942,000 shares (20.70% - 20.77% of issued shares).
  • Post-Transaction Ownership: Upon full conversion/exercise, Rogers would hold approximately 15,442,000 shares (39.28% of issued shares).
  • Blocker Provisions: If exemptive relief is granted, Rogers will be restricted from converting/exercising to the extent it results in ownership greater than 19.99% until disinterested shareholder and exchange approval for a new control person is obtained.
  • Exchange Approval: Subject to TSX Venture Exchange approval.
  • Hold Period: Four-month hold period under Canadian securities laws.
• Previous Context: Company is also seeking exchange approval for a previously announced issuance of note units in the principal amount of $200,000 (announced Nov. 10, 2025).

Notable Quotes

• None provided in the text.