Lincoln Gold Announces Proposed Convertible Note Unit Issuance

Executive Summary

• Lincoln Gold Mining Inc. will convert a $200,000 shareholder loan from director Ian Rogers into convertible note units consisting of a debenture and up to 1,000,000 common share purchase warrants.
• The notes bear 18% annual interest, mature in 36 months, and are convertible at C$0.20 per share; the warrants have a 36‑month term at the same exercise price.
• Proceeds will be used for Nevada mineral lease payments, Bureau of Land Management fees, and general working capital.

Key Details

• Note Units Structure: Each unit = one unsecured convertible debenture + warrants equal to Principal ÷ Conversion Price (1,000,000 warrants total).
• Principal Amount: C$200,000.
• Interest Rate: 18% per annum, payable at maturity.
• Maturity / Conversion: 36 months from issuance; conversion price C$0.20 per common share, subject to TSX Venture Exchange approval for a new Control Person.
• Warrant Terms: Exercise price C$0.20 per share; exercisable for 36 months from issuance; up to 1,000,000 warrants issued.
• Maximum Shares Issuable on Full Conversion: 1,000,000 common shares (plus any exercised warrants).
• Use of Proceeds: Pay required mineral lease and BLM fees in Nevada and provide immediate working capital. No finder’s fees will be paid.
• Holding Period: All securities subject to a four‑month hold period under Canadian securities laws.
• Shareholder Approval & Exemptive Relief: Because Ian Rogers already controls ~20.7% of outstanding shares, disinterested shareholder approval is required; the company will seek exemptive relief to issue the units before that approval, with blocker provisions limiting Rogers’ ability to exceed 19.99% ownership until approvals are obtained.
• Related Party Disclosure: Transaction qualifies as a “related party transaction” under MI 61‑101; exemptions applied because the securities represent less than 25% of market capitalization.
• Early Warning Impact: Post‑issuance, if fully converted and exercised, Rogers could hold ~32.08% of shares; blocker provisions will prevent him from surpassing the 19.99% threshold without required approvals.

Notable Quotes

(No executive quotes were included in the release.)