Proposed Issuance of Shares IN Settlement of Debt

Suite 400 – 789 West Pender Street

Vancouver, BC V6C 1H2

Tel: 604-688-7377

Fax: 604-688-7307

Web: www.lincolnmining.com

PROPOSED ISSUANCE OF SHARES IN SETTLEMENT OF DEBT

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR

FOR DISSEMINATION IN THE UNITED STATES

December 19, 2017

Vancouver, British Columbia – Lincoln Mining Corporation, TSX -V: LMG ("Lincoln" or the

"Company") announces it is arranging agreements with numerous creditors pursuant to which

Lincoln plans to issue up to 13,029,755 shares to settle indebtedness of up to $1,046,481, at a

deemed issue price of $0.085 per share in respect of certain related parties of the Company and

at a deemed issue price of $0.05 for the balance.

The issuance of the shares remains subject to the approval of TSX Venture Exchange.

The Company expects that the proposed debt settlements will assist the Company in seeking

new financing transactions to advance the development of the Company's Pine Grove project and

for working capital.

A total of 10,932,572 shares are to be issued to related parties in settlement of an aggregate of

$929,268.92 in debt. The amounts owing to such related parties comprise accrued directors' fees

and a portion of accrued management and consulting fees owing to the Company's directors and

officers, as the case may be, who have foregone payment of such fees over up to the past four

years in order to assist the Company in preserving its cash and maintain ing its operations and

the development of its projects.

The participation by the insiders is considered a “related party transaction” as defined under

Multilateral Instrument 61- 101 ("MI 61- 101"). The transaction will be exempt from the formal

valuation and minority shareholder approval requirements under MI 61-101 on the basis that the

debt settlement with related parties constitutes the distribution of securities of the Company for

cash consideration of less than $2.5 million; neither the Company nor, to the knowledge of the

Company after reasonable inquiry, the related parties, has knowledge of any material information

concerning the Company or its securities that has not been generally disclosed; and the debt

settlement with each related party will have been unanimously approved by the Company's

independent directors.

Lincoln also announces that it does not plan to close any further tranches of its previously

announced private placement. Pending completion of the foregoing shares for debt transaction,

Lincoln is considering various new financing opportunities and will update the market as

circumstances warrant.

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

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

2

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 Provider (as that term is defined

in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy

of this release.

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 PROPOSED SHARES FOR DEBT TRANSACTION AND THE EXPECTED BENEFITS THEREOF , AR E

FORWARD-LOOKING STATEMENTS THAT INVOLVE VARIOUS RISKS AND UNCERTAINTIES. THERE CAN BE NO

ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE ACCURATE AND ACTUAL RESULTS 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 PLANS OR EXPECTATIONS INCLUDE THE

AVAILABILITY OF CAPITAL AND FINANCING TO MAINTAIN THE COMPANY’S PROJECTS; CHANGES IN PLANNED WORK OR

USE OF PROCEEDS RESULTING FROM LOGISTICAL, TECHNICAL OR OTHER FACTORS; GENERAL ECONOMIC, MARKET

OR BUSINESS CONDITIONS; FLUCTUATING METAL PRICES; THE POSSIBILITY OF COST OVERRUNS OR UNANTICIPATED

EXPENSES IN WORK PROGRAMS; REGULATORY CHANGES ; TIMELINESS OF GOVERNMENT OR REGULATORY

APPROVALS AND OTHER RISKS DETAILED HEREIN AND FROM TIME TO TIME IN T HE FILINGS MADE BY THE COMPANY.

THE COMPANY MAKES ALL REASONABLE EFFORTS TO UPDATE ITS CORPORATE MATERIAL, DOCUMENTATION AND

FORWARD-LOOKING INFORMATION ON A TIMELY BASIS.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the

Company's securities in the United States. The securities have not been and will not be registered

under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state

securities laws and may not be offered or sold within the United States or to U.S. persons unless

registered under the 1933 Act and applicable state securities laws, or an exemption from such

registration is available.