Lincoln Gold to issue 673,333 units for debt

Executive Summary

• Lincoln Gold Mining Inc. intends to settle $101,000 in indebtedness to an arm's-length creditor by issuing 673,333 units at 15 cents per unit, comprising common shares and non-transferable warrants.
• The company has obtained a $190,160 unsecured loan from Ian Rogers, Chair of the Board, accruing 1% monthly interest and repayable in 24 months, classified as a related party transaction.
• Lincoln Gold announced it will not proceed with a previously announced share-for-debt transaction dated August 5, 2025.

Key Details

• Debt Settlement Transaction:
  • Debt Amount: $101,000 owed to an arm's-length creditor.
  • Consideration: Issuance of 673,333 settlement units.
  • Price: 15 cents per settlement unit.
  • Security Structure: Each unit comprises one common share and one-half of one non-transferable common share purchase warrant.
  • Warrant Terms: Exercisable to acquire one common share at $0.35 per share for a period of 24 months from issuance.
  • Hold Period: Four-month hold period from the issue date under Canadian securities laws.
  • Conditions: Closing is subject to receipt of TSX Venture Exchange approval.
  • Context: The creditor had subscribed to a non-brokered private placement announced on June 5, 2025, but could only subscribe for a portion due to conditional approval from the TSX Venture Exchange, resulting in the outstanding debt.
• Cancellation of Previous Transaction:
  • The company explicitly states it will not proceed with the share-for-debt transaction previously announced on August 5, 2025.
• Related Party Loan:
  • Lender: Ian Rogers, Chair of the Board and Director.
  • Principal Amount: $190,160.
  • Type: Unsecured loan.
  • Interest Rate: 1% per month.
  • Repayment Terms: Repayable in 24 months.
  • Regulatory Compliance: Classified as a related party transaction under Multilateral Instrument 61-101. The company relied on exemptions for formal valuation and minority shareholder approval (sections 5.5(b) and 5.7(1)(a)) because no securities are listed on a specified market and the loan value does not exceed 25% of market capitalization.
  • Disclosure Timing: No material change report was filed 21 days prior to closing, deemed reasonable to close the transaction expeditiously for sound business reasons.

Notable Quotes

• None provided in the text.