Lincoln Gold Announces Debt Settlement and Reorganization

VANCOUVER – February 25, 2020. Lincoln Gold Mining Inc. (“Lincoln” or the “Company”) (TSXV: LMG) announces that it has entered into debt settlement agreements with certain arms’ length and non-arms’ length parties (the "Creditors") to settle or reorganize an aggregate C$1,355,720 in debt (the "Debt").

The Creditors include, among others, Paul Saxton, President, CEO and a director of the Company (through his consulting company), Eugene Beukman, CFO (through his consulting company) and Jeffrey  L. Wilson, Vice President Exploration and Executive Vice President of the Company. In partial settlement of the Debt, the Company will issue 500,000 common shares of the Company to Mr. Saxton, 410,000 common shares of the Company to Mr. Beukman and 660,000 common shares of the Company to Mr. Wilson for an aggregate of 1,570,000 common shares of the Company (the "Debt Shares") at a deemed price of C$0.10 per Debt Share (the "Debt Settlement"). An additional 630,000 Debt Shares will be issued to certain arms’ length Creditors at a deemed price of $0.10 per Debt Share in partial satisfaction of the Debt.

In addition to the Debt Settlement, the Company has negotiated agreements with certain of the Creditors to defer repayment of $1,135,720 short term debt for a period of up to three years from the date of the debt settlement agreements with each respective party (the “Debt Reorganization”). Certain short term debt owed to Mr. Saxton and Mr. Wilson has been deferred in the Debt Reorganization.

Each of Messrs. Saxton, Beukman and Wilson are considered to be a "related party" of the Company within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") and each issuance of Debt Shares pursuant to the Debt Settlement is considered to be a "related party transaction" within the meaning of MI 61-101, but each is exempt from the formal valuation and minority shareholder requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(b) and 5.7(1)(a) in that the Company’s shares are not listed on a specified market and the fair market value of the consideration for the securities of the Company to be issued to the related parties does not exceed 25% of its market capitalization. 

All securities issued in connection with the Debt Settlement will be subject to a hold period required by the TSX Venture Exchange and a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. Closing of the Debt Settlement is subject to a number of conditions, including receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.

The Debt Settlement has been unanimously approved by the Company's board of directors with the exception of Mr. Saxton, who disclosed his interest in the Debt Settlement and abstained from consideration or approval of matters relating to the Debt Settlement.

The Company expects that the proposed Debt Settlement and Debt Reorganization will assist the Company in preserving its current cash for working capital and seeking new financing opportunities in order to maintain its operations and advance the permitting and development of the Company's Pine Grove project in Nevada.

About Lincoln

Lincoln Gold Mining Inc. is an advanced-stage gold mine exploration and development company holding a 100% interest in the Pine Grove Gold Project, in the Walker Lane structural zone of western Nevada. The Company has prepared a preliminary economic assessment of the Pine Grove Gold Project pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Lincoln is working with the USFS to secure the permits necessary to develop the Pine Grove Gold Project into a low-cost heap leach operation with a high-grade gravity circuit.

Lincoln also owns an interest in a joint venture in respect of the Oro Cruz Gold Property in California. Lincoln’s joint venture partner is advancing the Oro Cruz Gold Property towards further exploration, development and production.

Lincoln holds its interests in these projects through its wholly owned subsidiaries, Lincoln Resource Group Corp. and Lincoln Gold US Corporation, both Nevada corporations.

For more information, please contact Paul Saxton, President and CEO of the Company.

On behalf of Lincoln Gold Mining Inc.

Paul Saxton
President and CEO, Lincoln Gold Mining Inc.
Tel: (604) 688-7377
Email: saxton@lincolnmining.com

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

All statements, trend analysis and other information contained in this press release relative to markets about anticipated future events or results constitute forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. All statements, other than statements of historical fact, included herein, including, without limitation, statements relating to the permitting process, future production of Pine Grove Gold Project, budget and timing estimates, the Company’s working capital and financing opportunities, the Debt Settlement and Reorganization and statements regarding the exploration and mineralization potential of the Company’s properties, are forward-looking statements. Forward- looking statements are subject to business and economic risks and uncertainties and other factors that could cause actual results of operations to differ materially from those contained in the forward- looking statements. Important factors that could cause actual results to differ materially from Lincoln’s expectations include fluctuations in commodity prices and currency exchange rates; uncertainties relating to interpretation of drill results and the geology, continuity and grade of mineral deposits; the need for cooperation of government agencies and native groups in the exploration and development of properties and the issuance of required permits; the need to obtain additional financing to develop properties and uncertainty as to the availability and terms of future financing; the possibility of delay in exploration or development programs and uncertainty of meeting anticipated program milestones; and uncertainty as to timely availability of permits and other governmental approvals. Forward-looking statements are based on estimates and opinions of management at the date the statements are made. Lincoln does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements.