Lincoln Announces Effective Date of Share Consolidation, Approval of Option Plan and Loans
Suite 400 – 789 West Pender Street
Vancouver, BC V6C 1H2
Tel: 604-688-7377
Web: www.lincolnmining.com
LINCOLN ANNOUNCES EFFECTIVE DATE OF SHARE CONSOLIDATION, APPROVAL OF
OPTION PLAN AND LOANS
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
VANCOUVER – March 3, 2023. 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 meeti ng 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.
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Loans
The Company also announces that during 2022 and up to March 1, 2023, it obtained unsecured loans
in variou s 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 assess ment 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 par tner 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: [email protected]
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 adequac y 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 st atements 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
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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 shar es 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 regulat ors.
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 an d 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.