Lincoln Gold Proposed Debt Settlement
Suite 400 – 789 West Pender Street
Vancouver, BC, V6C 1H2
Tel : 604-688-7377
Web: www.lincolnmining.com
Lincoln Gold Proposed Debt Settlement
Vancouver, BC, August 5, 2025 - Lincoln Gold Mining Inc. (TSX.V:LMG) (“Lincoln Gold” or the
“Company”) announces that, subject to regulatory approval, the Company intends to settle aggregate
indebtedness of up to CDN $903,379.22 owed to various creditors through the issuance of an
aggregate of up to 5,493,205 units of the Company (the “Settlement Units”) at an issue price of $0.165
per Settlement Unit (the “Debt Settlement”). Each Settlement Unit will be comprised of one common
share in the capital of the Company (a “Settlement Share”) and one common share purchase warrant
(each, a “Settlement Warrant”). Each Settlement Warrant will be exercisable by the holder to acquire
one common share at a price of $0.35 per share for a period of 12 months from the date of issuance.
All securities issued under the Debt Settlement will be subject to a four month hold period from the
issue date.
Mr. Dong Shim, a director of the Company and the principal of Shim & Associates LLP, is 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 the issuance of Settlement Units
to Shim & Associates LLP 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 secti ons 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.
The Debt Settlement was unanimously approved by resolution by the Company’s board of directors
with the exception of Mr. Dong Shim, who disclosed his interest in the Debt Settlement and abstained
from consideration or approval of matters relating to the Debt Settlement. Closing of the Debt
Settlement remains subject to receipt of all necessary regulatory approvals, including the receipt of
conditional acceptance by the TSX Venture Exchange.
No finder’s fee will be paid in connection to this Debt Settlement.
About Lincoln Gold Mining Inc.:
Lincoln is a Canadian precious metals exploration and development company headquartered in
Vancouver, BC. The Company holds interest in the Bell Mountain gold-silver property and the Pine
Grove gold property which are within 61 air miles of each other , located in the highly prospective
Walker Lane mineral belt that is known for its numerous gold and silver deposits. Lincoln is committed
to maintaining steady and robust progress towards its goal of becoming a mid-tier gold producer.
For further information, please contact:
Lincoln Gold Mining Inc.
Paul Saxton, President and Chief Executive Officer
Phone: 604-688-7377
Email: [email protected]
Neither TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward -looking
information within the meaning of applicable Canadian securities laws. Forward -looking statements
relate to future events or future performance and reflect the exp ectations or beliefs of management of
the Company regarding future events. Generally, forward -looking statements and information can be
identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of
such words and phrases or statements that certain actions, events or results "may", "could", "should",
"would" or "occur". This information and these statements, referred to herein as "forward -looking
statements", are not historical facts, are made as of the date of thi s news release and include without
limitation, statements regarding discussions of future plans, estimates and forecasts and statements
as to management's expectations and intentions with respect to, among other things: anticipated
regulatory and TSX Venture Exchange approval of the Debt Settlement.
These forward-looking statements involve numerous risks and uncertainties and actual results might
differ materially from results suggested in any forward -looking statements. These risks and
uncertainties include, among other things, the risks that: the Co mpany is unable to obtain necessary
regulatory and TSX Venture Exchange approvals for the Debt Settlement, or is unable to obtain such
approvals on the timelines anticipated by management.
In making the forward looking statements in this news release, the Company has applied several
material assumptions, including without limitation, that: necessary regulatory approvals, including TSX
Venture Exchange approval, for the Debt Settlement and Consolidation will be obtained.
Although management of the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements or forward-looking
information, there may be other factors that cause res ults not to be as anticipated, estimated or
intended. There can be no assurance that such statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on forward -looking statements and forward -looking information.
Readers are cautioned that reliance on such information may not be appropriate for other purposes.
The Company does not undertake to update any forward -looking state ment, forward -looking
information or financial out -look that are incorporated by reference herein, except in accordance with
applicable securities laws.