Lincoln GOLD Announces Brokered Private Placement

Suite 400 – 789 West Pender Street

Vancouver, BC V6C 1H2

Tel: 604-688-7377

Fax: 604-688-7307

Web: www.lincolnmining.com

LINCOLN GOLD ANNOUNCES BROKERED PRIVATE PLACEMENT

November 7, 2019

Lincoln Gold Announces Follow on Brokered Private Placement of up to $800,000

Not for distribution to United States newswire services or for dissemination in the United States.

VANCOUVER – November 6, 2019. Lincoln Gold Mining Inc. (“Lincoln” or the “Company”)

(TSXV: LMG) announces that as a follow on to its recently closed private placement for gross

proceeds of $640,000 (see news release October 30, 2019) it has engaged Leede Jones Gable Inc. (the

"Agent") as lead agent on a commercially reasonable basis for a private placement (“Offering”) of up

to a maximum (the “Maximum Offering”) of 8,000,000 units of the Company (the “Units”) at a price

of $0.10 per unit for gross proceeds of up to $ 800,000 and a minimum (the “Minimum Offering”) of

3,600,000 Units for gross proceeds of $360,000. Each Unit will consist of one common share in the

capital of the Company (each a “Common Share”) and one half of one Common Share purchase

warrant (each whole warrant, a “Warrant”). Each Warrant shall entitle the holder to acquire one

additional common share of Lincoln (each a “Warrant Share”) at any time on or before the date that is

twenty-four months after the closing of the Offering at an exercise price of $0.14 per Warrant Share.

The net proceeds from the Offering will be primarily used towards a Pre-feasibility Study (underway)

of the Pine Grove Gold Project and towards completing the final stages of the permitting process which

the Company began in 2014. The lead permitting agent is the US Forest Service (“USFS”) and the

permitting process comprises largely of the completion of an Environmental Impact Statement

(“EIS”). Supplemental technical and environmental work towards an EIS includes metallurgical and

geotechnical work, water well drilling and wildlife, biolog ical, archaeological and other related

baseline studies.

The gross proceeds from the Minimum Offering will be allocated approximately: $65,000 for the first

cash payment to Goldcliff Resources Corporation (“Goldcliff”) in connection with Lincoln’s purchase

of Goldcliff’s interest in the Pine Grove Gold Project; $265,000 towards water well, pit wall stability

and condemnation drilling including bonds, the completion of the remainder of the Pre -feasibility

Study and land payments ; and $30,000 for the Agent’s expenses and commissions. The additional

$440,000 gross proceeds of the Maximum O ffering will be allocated approximately: $200,000 to the

EIS and USFS permitting work, including engineering studies; $200,000 for general working capital;

and $40,000 for the Agent’s expenses and commissions.

The closing of the Offering is expected to occur on or about November 30, 2019. Closing is subject to

a number of prescribed conditions, including, without limitations, approval of the TSX Venture

Exchange. All the securi ties issued under the Offering are subject to resale restrictions under

applicable securities legislation.

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Paul Saxton, President, states, “With the company restructuring complete, Lincoln is looking forward

to completing the permitting process and moving toward putting Pine Grove into production. The

process was initiated by Lincoln and its consulting permitting firms back in 2014, with a draft Mine

Plan of Operations (“MPoO”) , submitted to the USFS in 2018 . The final approval of the MPoO is

subject to certain reports being filed. Stantec Inc. of Reno, Nevada, lead consultant, is working with

the USFS personnel to continue and complete the EIS.”

“Current budget estimates for permitting activities and approvals are USD $2 million and 12 month s

to complete. Pre-construction and construction costs are estimated to be USD $2 million and $35

million respectively over approximately 12 months. A Pre-feasibility Study is underway based on the

MPoO submitted to the USFS”.

Prospectus Exemptions

Lincoln advises that it may be relying on certain prospectus exemptio ns including but not limited to

BC Instrument 45-536 Exemption from prospectus requirement for certain distributions through an

investment dealer, an exemption where the purchaser has obtained advice regarding suitability from a

person registered as an investment dealer. The Company also advises that certain insiders of the

Company may participate in the Offering, which will be completed pursuant to available related party

exemptions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special

Transactions.

There is no material fact or material change about Lincoln that has not been generally disclosed.

Offering Jurisdictions

The Offering will take place by way o f a brokered private placement to qualified investors in such

provinces of Ca nada as the A gent may designate and otherwise in those jurisdictions where the

Offering can lawfully be made under applicable exemptions.

Agent's Compensation

On the closing of t he Offering, the Company has agreed to pay to the Agent, subject to certain

exclusions, a commission equal to 8 per cent of the gross proceeds raised pursuant to the Offering. At

the closing of the Offering, the C ompany will also issue to the A gent non -transferable warrants

exercisable at any time up to 24 months from closing to acquire Common Shares at an exercise price

of $0.10 per Common Share in an amount equal to 8 per cent of the aggregate number of Units issued

pursuant to the Offering.

About Lincoln Gold Mining Inc.

Lincoln Gold Mining Inc. is a Canadian based precious metals exploration and development company

with two projects in various stages of exploration and development, namely the Pine Grove Gold

Project in Nevada and the Oro Cruz Gold Proje ct in California which it operates through its wholly -

owned subsidiaries, Lincoln Gold US Corporation and Lincoln Resource Group Corp., 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.

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1 (604) 688-7377

Email: [email protected]

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 size of the Offering, the closing date of the Offering, the anticipated use of

proceeds of the Offering 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 anticip ated 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.