Lincoln Gold to convert Rogers loan into note units

Mr. Matthew Mikulic reports LINCOLN GOLD ANNOUNCES PROPOSED CONVERTIBLE NOTE UNIT ISSUANCE Lincoln Gold Mining Inc. has agreed to convert its previously announced shareholder loan from Ian Rogers into convertible note units, having a principal amount of $200,000. The notes and warrants (each as defined below) will have the same terms as the note units issued to Mr. Rogers and announced by the company on Oct. 9, 2025. Each note unit is composed of one unsecured convertible debenture of the company and such number of common share purchase warrants in the capital of the company equal to the principal (as hereinafter defined) divided by the conversion price (as hereinafter defined), being one million warrants. Each warrant is exercisable into one common share in the capital of the company at an exercise price of 20 cents for a period of 36 months from the date of issuance. The notes will have a maturity date of 36 months from the date of issuance, unless previously converted in accordance with the terms of the notes. From and after the date of issue of the notes until the maturity date, any principal amount may be converted, at the option of the note holder, into common shares at a conversion price of 20 cents per common share, subject to receiving prior approval from the TSX Venture Exchange for the creation of a new control person (as defined in exchange policies), as applicable. A maximum of one million common shares will be issuable assuming the full principal amount is converted. Interest on the notes will accrue at a rate of 18 per cent per annum, payable at maturity of the notes. Subject to the approval of the exchange, the company may elect to convert any portion of the accrued and outstanding interest into common shares, which will be issued at the closing price of the common shares on the exchange on the last trading day immediately prior to the announcement of such conversion. The company intends to use the proceeds from the issuance of the note units to complete required mineral lease, Bureau of Land Management and other payments in connection with the company's operations in Nevada, and for immediate working capital purposes. No finders' fees will be paid in connection with the issuance of the note units. All securities issued in connection with the issuance of the note units will be subject to a four-month hold period from the date of issue under applicable Canadian securities laws and the policies of the exchange. The issuance of the note units is subject to exchange approval. The exchange's policies require disinterested shareholder approval where a transaction creates a new control person as defined in the policies of the exchange. Mr. Rogers currently has beneficial ownership, control and direction of a total of 4,942,000 common shares, representing 20.70 per cent of the issued and outstanding common shares. Accordingly, the company is required to obtain disinterested shareholder approval prior to completing the issuance of the note units. The company intends to apply for exemptive relief to allow the issuance of the note units to be completed prior to obtaining disinterested approval. If such relief is obtained, it is expected that Mr. Rogers will be restricted from converting the notes or exercising the warrants to the extent that doing so would result in him holding greater than 19.99 per cent of the common shares at the time of conversion or exercise, until disinterested approval from the company's shareholders and exchange approval for the creation of a new control person has been obtained. Related-party disclosure Mr. Rogers is a director of the company, and, accordingly, the offering constitutes a related-party transaction as defined under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on the exemptions for the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as no securities of the company are listed on a specified market and neither the fair market value of the notes and warrants nor the consideration paid therefore exceeds 25 per cent of the company's market capitalization, as determined in accordance with MI 61-101. Early warning disclosure Mr. Rogers intends to acquire notes in the principal amount of $200,000, and one million warrants. As of the date of this news release, Mr. Rogers has beneficial ownership, control and direction of 4,942,000 common shares, representing 20.77 per cent of the issued and outstanding common shares, based on there being 23,872,164 common shares issued and outstanding as of the date hereof, as well as convertible notes and warrants, which collectively entitle him to acquire an additional two million common shares. After giving effect to the proposed issuance of note units described in this news release, following the conversion of the notes and exercise of the warrants in full, Mr. Rogers would have beneficial ownership, control and direction of a total of 8,942,000 common shares, representing approximately 32.08 per cent of the issued and outstanding common shares after giving effect to the conversion and exercise, assuming no further common shares have been issued. As detailed above, if the exchange permits the note units to be issued prior to receipt of disinterested shareholder approval, the notes and warrants will be subject to blocker provisions, such that Mr. Rogers will not be able to convert any portion of the notes or exercise any warrants that would result in him holding (directly or indirectly) over 19.99 per cent of the issued and outstanding common shares (after giving effect to such exercise), unless requisite shareholder and exchange approvals have been obtained. An early warning report in respect of the company will be filed by Mr. Rogers with applicable Canadian securities regulatory authorities and will be available on SEDAR+ under the company's issuer profile. To obtain copies of the early warning report once filed by Mr. Rogers, please contact Mr. Rogers. The notes and warrants will be acquired by Mr. Rogers for investment purposes. Depending on market conditions and other factors, Mr. Rogers may, from time to time, acquire additional common shares, common share purchase warrants or other securities of the company, or may dispose of some or all of the securities in the company that it owns at such time. In addition, as a director, Mr. Rogers is eligible to receive, and may receive, stock options of the company pursuant to the company's stock option plan. About Lincoln Gold Mining Inc. Lincoln Gold is a Canadian precious metal development and exploration company headquartered in Vancouver, B.C. The company holds an interest in the Bell Mountain gold-silver property that is fully permitted and moving to production and a second larger project, the Pine Grove gold property, which is in the final stages of permitting. The two gold projects are within 61 air miles of each other, located in the highly prospective Walker Lane mineral belt, known for its numerous gold and silver deposits. Lincoln is committed to maintaining steady and robust progress toward its goal of becoming a mid-tier gold producer. We seek Safe Harbor.