Lincoln Announces Effective Date Of Share Consolidation, Approval Of Option Plan And Loans

VANCOUVER – March 3, 2022. Lincoln Gold Mining Inc. (“Lincoln” or the “Company”) (TSXV: LMG) announces that, further to the Company’s press release on January 11, 2023, it is proceeding with a consolidation of its issued and outstanding share capital on the basis of one post-consolidated common share for every ten pre-consolidated common shares (the “Consolidation”). No fractional shares will be issued as any fractional share will be rounded to the nearest whole number. The new CUSIP number will be 53359R205 and the new ISIN number will be CA53359R2054. The Company’s name and stock symbol will remain unchanged following the Consolidation.

The Consolidation is subject to final confirmation by the TSX Venture Exchange (the “Exchange”). The Consolidation will be effective at the opening of markets on March 8, 2023. As a result of the Consolidation, it is expected that the 38,663,248 common shares which are currently issued and outstanding will be reduced to approximately 3,866,324 common shares, subject to rounding.

Shareholders who hold their common shares through a securities broker or other intermediary and do not have common shares registered in their name will not be required to take any measures with respect to the Consolidation. Letters of transmittal with respect to the Consolidation will be mailed shortly to all registered shareholders of the Company. All registered shareholders who submit a duly completed letter of transmittal along with their respective share certificate(s) representing the pre-consolidated common shares to the Company's transfer agent, Computershare Investor Services, will receive a certificate representing the post-consolidated common shares.

Adoption of New Stock Option Plan

The Company is pleased to announce that the shareholders of the Company approved the adoption of a new stock option plan (the “New Option Plan”) at the Company's annual general meeting held on October 28, 2022 (the "Meeting"). The New Option Plan is a 10% rolling stock option plan and was adopted by the board of directors of the Company in order to bring the Company in line with certain amendments made to TSXV Policy 4.4 – Security Based Compensation (“Policy 4.4”) which came into effect on November 24, 2021. The New Option Plan will replace and supersede the Company’s previous 10% rolling stock option plan.

Further details regarding the New Option Plan are included in the management information circular of the Company that was sent to shareholders of the Company in connection with the Meeting, a copy of which was filed and is available under the Company's profile on SEDAR at www.sedar.com.

Loans

The Company also announces that during 2022 and up to March 1, 2023, it obtained unsecured loans in various principal amounts totalling CDN $311,915.66 and US $20,000.00 (the "Loans"). CDN $255,815.66 and US $20,000.00 in principal amount of the Loans bear 12% interest per annum and $56,100.00 in principal amount of the Loans bear 8% interest per annum.

Paul Saxton, Chief Executive Officer, President and director of the Company, loaned to the Company an aggregate of $36,900 in principal amount of the Loans and such transaction is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101”). The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.  The Company did not file a material change report more than 21 days before the advance of the loans from Mr. Saxton as the details and amounts of the insider participation were not finalized until closer to the loan advance and the Company wished to close the transaction as soon as practicable for sound business reasons.

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 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 the US 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

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.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements relating to the effective date of the Consolidation, the number of common shares outstanding following the Consolidation, the treatment of fractional shares in the Consolidation, measures to be taken by shareholders with regard to post-consolidated common shares and other statements relating to the Consolidation that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations include those relating to the Company’s ability to complete the Consolidation, the Company not being able to obtain the Exchange's final confirmation of the Consolidation, the number of post-Consolidation common shares being different from the number set out herein and the treatment of fractional shares in the Consolidation being different from what is set out herein and other risks detailed from time to time in the filings made by the Company with securities regulators.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including, without limitation, the Company not being able to obtain the Exchange's final confirmation of the Consolidation. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will not update or revise publicly any of the included forward- looking statements unless as expressly required by applicable law.