Lincoln Gold Announces Debt Settlement and Reorganization
Suite 400 – 789 West Pender Street
Vancouver, BC V6C 1H2
Tel: 604-688-7377
Web: www.lincolnmining.com
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 th e 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 Settlemen t and Debt Reorganization will assist the
Company in preserving its current cash for working capital and seeking new financing opportunities in
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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 assess ment 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: [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 t he 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.