Lincoln Gold Announces Conditional Approval to Close First Tranche of Private Placement Financing

(TheNewswire)

Vancouver, BC, July 9, 2025 –TheNewswire - Lincoln Gold Mining Inc.  (TSX.V: LMG)(“Lincoln Gold” or the “Company”)announces that the TSX Venture Exchange (the “Exchange”) hasconditionally approved closing of the first tranche of its previouslyannounced non-brokered private placement financing for gross proceedsof up to $1,200,000 through the issuance of 8,000,000 units of theCompany (each, a “Unit”) at a price of $0.15 per Unit (the“Private Placement”). The first tranche of the Private Placementwill be comprised of an aggregate of 1,904,000 units for aggregategross proceeds of $285,600 and is anticipated to close on July 16,2025 or such later date as the Company may determine.

Mr. Paul Saxton commented, “The Private Placement wasvery well received following its announcement on June 5, 2025, and  Iam pleased to confirm that investors expressed sufficient interest tofully subscribe for the entire $1.2 million.  However, in light of anobjection to the Private Placement made by certain shareholders, theExchange limited the number of shares that may be issued under thefirst tranche. These objecting shareholders form part of thedissenting group for which the Company has arranged its August 15,2025 annual general meeting (“AGM”). Management offered allinterested members of the dissenting group an opportunity toparticipate in the Private Placement, however no subscriptionagreements were ever returned.”

Mr. Saxton also stated. “Lincoln Gold is pleased toreport it fully intends to close the balance of its Private Placement,being $915,000 as soon as possible following the AGM when the Boardand Management will have received a clear mandate fromshareholders.”

Under the terms of the Private Placement, each Unitwill consist of one common share in the capital of the Company (a“Common Share”) and one-half of one non-transferable Common Sharepurchase warrant (each whole warrant, a “Warrant”). Each Warrantwill entitle the holder to purchase one additional Common Share at aprice of $0.35 for a period of 24 months from the closing of thePrivate Placement.

The Company intends to use the proceeds from the firsttranche of the Private Placement for general administrative expenseswhile moving toward the Company’s goal ofbringing the Bell Mountain Project intoproduction.

All securities issued with respect to the PrivatePlacement will be subject to a hold period of four months and one dayfrom the date of issuance in accordance with applicable securitieslaws.  Closing of the Private Placement is subject to all necessaryregulatory approvals, including the TSXV.  The Company intends toissue the Units pursuant to the prospectus exemptions set out inNational Instrument 45-106 – Prospectus Exemptions,including the accredited investor exemption and the family, friendsand business associates exemption.  Finder’s fees may be payable toqualified individuals comprised of shares, warrants or cash or anycombination thereof.

None of the securities sold under the Private Placementhave been and will not be registered under the United StatesSecurities Act, as amended, and no such securities may be offered orsold in the United States absent registration or an applicableexemption from the registration requirements. This news release shallnot constitute an offer to sell or the solicitation of an offer to buynor shall there be any sale of the securities in the United States orany jurisdiction in which such offer, solicitation or sale would beunlawful.

About Lincoln Gold Mining Inc.:

Lincoln Gold is a Canadian precious metals developmentand exploration company headquartered in Vancouver, BC. The Companyholds interest in the Bell Mountain gold-silver property that is fullypermitted and moving to production and a secondlarger project, the Pine Grove gold property which is in the finalstages of permitting. The two gold projects are within 61 air miles ofeach other, located in the highly prospective Walker Lane mineralbelt, known for its numerous gold and silver deposits. Lincoln iscommitted to maintaining steady and robust progress towards its goalof becoming a mid-tier gold producer.

Lincoln Gold MiningInc.  

“PaulSaxton” 

President & CEO

Phone 604 688 7377

Direct 604 961 5252

Email: saxton@lincolnmining.com

Neither the TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of thisrelease. 

Cautionary NoteRegarding Forward-Looking Statements

This release includes certainstatements and information that may constitute forward-lookinginformation within the meaning of applicable Canadian securities laws.Forward-looking statements relate to future events or futureperformance and reflect the expectations or beliefs of management ofthe Company regarding future events. Generally, forward-lookingstatements and information can be identified by the use offorward-looking terminology such as "intends" or"anticipates", or variations of such words and phrases orstatements that certain actions, events or results "may","could", "should", "would" or"occur". This information and these statements, referred toherein as "forward‐looking statements", are not historicalfacts, are made as of the date of this news release and includewithout limitation, statements regarding discussions of future plans,estimates and forecasts and statements as to management's expectationsand intentions with respect to, among other things: the securitiesoffered under the Private Placement, the receipt of regulatoryapprovals with respect to the Private Placement and the use ofproceeds from the Private Placement.

These forward‐looking statementsinvolve numerous risks and uncertainties and actual results mightdiffer materially from results suggested in any forward-lookingstatements. These risks and uncertainties include, among other things:delays in obtaining or failure to obtain required regulatory approvalsfor the Private Placement, market uncertainty and the inability of theCompany to raise the anticipated proceeds under the PrivatePlacement.

In making the forward-lookingstatements in this news release, the Company has applied severalmaterial assumptions, including without limitation, that the Companywill complete the Private Placement, that the Company will receiveregulator approval with respect to the Private Placement and that theCompany will use the proceeds of the Private Placement as currentlyanticipated.

Although management of the Companyhas attempted to identify important factors that could cause actualresults to differ materially from those contained in forward-lookingstatements or forward-looking information, there may be other factorsthat cause results not to be as anticipated, estimated or intended.There can be no assurance that such statements will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers shouldnot place undue reliance on forward-looking statements andforward-looking information. Readers are cautioned that reliance onsuch information may not be appropriate for other purposes. TheCompany does not undertake to update any forward-looking statement,forward-looking information or financial out-look that areincorporated by reference herein, except in accordance with applicablesecurities laws. We seek safe harbor.

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