Lincoln Mining Corporation
TSX VENTURE : LMG

Lincoln Mining Corporation

September 15, 2014 13:24 ET

Lincoln Mining Announces Proposed Private Placement of Up to $3,500,000 and $1,029,000 Debt Settlement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 15, 2014) -

NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Lincoln Mining Corporation (TSX VENTURE:LMG) ("Lincoln" or the "Company") announces its plans to conduct a non-brokered private placement of up to 17,500,000 units at a price of $0.20 per unit ("Units") for total proceeds of up to $3,500,000 (the "Offering"). Each Unit will be comprised of one common share of the Company and one non-transferable common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share of the Company at an exercise price of $0.25 for a period of 12 months after the closing of the Offering, and thereafter at a price of $0.35 until 24 months after the closing of the Offering. The terms of the warrants include an acceleration clause such that if the volume weighted average trading price of the Company's shares on the TSX Venture Exchange for a period of 28 consecutive trading days is $0.33 or higher in the first year (or $0.45 or higher in the second year), the Company may accelerate the expiry date of the warrants upon 14 days' notice to the holders given on or after the date that is four months and one day after the closing of the Offering, which notice may be given by a press release disseminated through a newswire service in Canada.

Finders' fees will be payable in connection with the Offering and those qualified persons involved as finders will receive a cash commission of up to 7% of the proceeds raised and non-transferable warrants (having the same terms as the warrants forming part of the Units) equal to 7% of the total number of Units sold.

All securities issued under the private placement will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The private placement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.

Lincoln intends to use the proceeds raised from the private placement to complete the purchase of the Bell Mountain property, advance permitting for the Nevada properties, and for general working capital purposes.

The Company also announces it has entered into a debt settlement agreement (the "Agreement") with Golden Dreams Limited Partnership ("GDLP") pursuant to which the Company has agreed to issue an aggregate of 6,860,000 common shares at a deemed price of $0.15 per share.

The amount of indebtedness settled is $1,029,000 representing repayment of the Company's promissory note issued to GDLP as announced May 9, 2014. As the general partner of GDLP is a company controlled by Mr. Ronald Netolitzky (who currently beneficially holds or controls, directly or indirectly, approximately 29% of the Company's issued and outstanding shares), the Agreement will be a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101").

The Company has determined that the Agreement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(c) and 5.7(1)(b) of MI 61-101.

All securities issued under the Agreement will be subject to a four month hold period from the closing date under applicable Canadian securities laws. The Agreement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.

Lincoln plans to close the debt settlement concurrently with the Offering.

Lincoln Mining Corp. is a Canadian precious metals exploration and development company with several projects in various stages of exploration and development which include the Pine Grove and Bell Mountain gold properties 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.

On behalf of Lincoln Mining Corporation

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 FINANCING AND DEBT SETTLEMENT, ARE 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 AVAILABILITY OF CAPITAL AND FINANCING TO COMPLETE THE PROPOSED PRIVATE PLACEMENT AND MAINTAIN THE COMPANY'S PROJECTS; GENERAL ECONOMIC, MARKET OR BUSINESS CONDITIONS; FLUCTUATING METAL PRICES; REGULATORY CHANGES; TIMELINESS OF GOVERNMENT OR REGULATORY APPROVALS AND OTHER RISKS DETAILED HEREIN AND FROM TIME TO TIME IN THE 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.

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