Lincoln Gold Announces Non-Brokered Private Placement of Units and Flow Through Shares

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

VANCOUVER, BC / ACCESSWIRE / April 21, 2022 / Lincoln Gold Mining Inc. ("Lincoln" or the "Company") (TSXV:LMG) is pleased to announce a non-brokered private placement offering (the "Unit Private Placement") of up to 5,000,000 units of the Company (each, a "Unit") at a price of $0.08 per Unit to raise gross proceeds of up to $400,000. Net proceeds from the Unit Private Placement will be primarily used towards the mine operations permitting process and the pre-feasibility study for the Company's Pine Grove Gold Project in Nevada, and for general working capital purposes.

Each Unit will consist of one common share in the capital of the Company (a "Common Share") and one half a Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder, on exercise thereof, to purchase one additional Common Share (a "Warrant Share") at a price of $0.18 per Warrant Share for a period of 24 months from the closing of the Unit Private Placement.

In addition, the Company announces a non-brokered private placement offering (the "Flow-Through Private Placement", together with the Unit Private Placement, the "Offering") of Common Shares that will qualify as "flow-through shares" within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act") ("Flow-Through Shares") consisting of up to 3,000,000 Flow Through Shares at a price of $0.10 per Flow-Through Share for gross proceeds of up to $300,000. Net proceeds from the Flow-Through Private Placement will be used to incur eligible "Canadian exploration expenses" that are "flow-through mining expenditures" (as such term is defined in the Tax Act) related to exploration expenses at the Shawinigan nickel, copper and cobalt project located near Shawinigan, P.Q. There are no Common Share purchase warrants attached to the Flow-Through Private Placement.

Closing of the Offering is subject to all necessary regulatory approvals including acceptance from the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a four-month hold period from the applicable closing date(s) under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. Certain insiders of the Company may acquire Units or Flow-Through Shares under the Offering.

Finders' fees may be payable in connection with the Offering and those qualified persons involved as finders will receive a cash fee of up to 7% of the proceeds raised and such number of warrants (having the same terms as the Warrants) equal to up to 7% of the total number of Units or Flow-Through Shares sold, as applicable, in relation to subscribers introduced by any particular finder.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.

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 assessment of the Pine Grove Gold Project pursuant to National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Lincoln is working with the U.S. Forest Service 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 is developing exploration plans for the Shawinigan Property in Quebec to evaluate the copper, nickel and cobalt opportunities at the project.

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: saxton@lincolnmining.com

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. All statements, other than statements of historical fact, included herein, including, without limitation, statements relating to the Offering and the securities issuable thereunder, the use of proceeds from the Offering and the payment of finder's fees, 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 failure of the Offering to be arranged on the proposed terms or at all; unanticipated delays in obtaining or failure to obtain regulatory or stock exchange approvals for the Offering; 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.

SOURCE: Lincoln Gold Mining Inc.