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JDS\448201\DEBT Conversion June 2016\6684V3

Share Capital & Compensation

JDS\448201\DEBT CONVERSION JUNE 2016\6684V3

Suite 400 – 789 West Pender Street

Vancouver, BC

V6C 1H2

Tel: 604-688-7377

Fax: 604-688-7307

Web: www.lincolnmining.com

LINCOLN MINING COMPLETES MAJOR DEBT SETTLEMENT AGREEMENT

June 15, 2017

Vancouver, British Columbia – Lincoln Mining Corporation, TSX-V: LMG (“Lincoln” or the “Company”) is

pleased to announce that it has completed a debt settlement agreement (the "Settlement") with two

former directors of the Company (the "Creditors") with respect to outstanding debt (including principal

and i nterest) totaling $4,033,794.79. The Settlemen t results in the debt being eliminated from the

Company's balance sheet.

Under the terms of the Settlement, the Creditors were issued an aggregate of 929,496 common shares of

the Company at a deemed value of $ 0.15 and 16 million special warrants at a deemed value of $0.2434

(the “Special Warrants”). Each Special Warrant may be exercised for one fully paid and non -assessable

common share (a “ Special Warrant Share ”) in the capital of Lincoln without payment of additional

consideration for a period of 10 years from the date of issue. The Settlement includes, amongst other

things, a restriction on the exercise of the Special Warrants such that the Company shall not be obligated

to issue any Special Warrant Shares upon the purported exercise of the Special Warrants if immediately

following the exercise of such Special Warrants the Creditors and their affiliates hold in aggregate more

than 9% of the issued and outstanding common shares of the Company. The special war rants have no

voting rights and no entitlement to dividends.

All securities issued or issuable under the Settlement will be subject to a four month hold period in

Canada expiring on October 10, 2017.

“We are very pleased to have completed the debt settle ment agreement with our previous directors. We

have a strong relationship with them and appreciate their patience in finalizing this agreement during

very difficult market times for junior mining companies”, stated Paul Saxton, President & CEO of Lincoln.

The Company is working towards settling certain of its other indebtedness.

Lincoln Mining Corp. is a Canadian precious metals exploration and development company with two

projects in various stages of exploration and development , which includes interest in the Pine Grove gold

property in Nevada and the Oro Cruz gold property in California. In the United States, the Company

operates under Lincoln Gold US Corp. and Lincoln Resource Group Corp., both Nevada corporations.

For further information, please contact Investor Relations at 604-688-7377 or visit the Company’s website

at www.lincolnmining.com.

On behalf of Lincoln Mining Corporation

“Paul Saxton”

Paul Saxton, President & CEO

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PRO VIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE

EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

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THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS OR INFORMATION. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT

INCLUDED IN THIS RELEASE, INCLUDING WITHOUT LIMITATION, STATEMENTS REGARDING THE POTENTIAL SPECIAL WARRANT EXERCISE, ARE

FORWARD-LOOKING STATEMENTS THAT INVOLVE VARIOUS RISKS AND UNCERTAINTIES. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENT S WILL

PROVE TO BE ACCURATE AND ACTUAL RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH STATEMENTS.