Lincoln Gold Announces Proposed Convertible Note Unit Issuance

(TheNewswire)

NOT FOR DISTRIBUTION TO UNITEDSTATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES

Vancouver, BC – TheNewswire - August 26, 2025 – Lincoln Gold MiningInc. (TSX.V: LMG) (“Lincoln Gold” or the “Company”) announces that it proposes to issue convertiblenote units (the “ NoteUnits ”) to a director of the Company for grossproceeds of C$200,000. Each Note Unit is comprised of one unsecuredconvertible debenture of the Company (each, a " Note ") and suchnumber of common share purchase warrants in the capital of the Company(“ Warrants ”) equal to the Principal (as hereinafter defined) dividedby the Conversion Price (as hereinafter defined), being 1,000,000Warrants.  Each Warrant is exercisable into one common share in thecapital of the Company (a “ Common Share ”) at an exercise price ofC$0.20 for a period of 36 months from the date of issuance.

The Notes will have a maturity date (the“ Maturity Date ”) of 36 months from the date of issuance, unlesspreviously converted in accordance with the terms of the Notes. Fromand after the date of issue of the Notes until the Maturity Date, anyprincipal amount (the “ Principal ”) may be converted, at the optionof the Note holder, into Common Shares at a conversion price of C$0.20per Common Share (the " Conversion Price "), subject to receivingprior approval from the TSX Venture Exchange (the “ Exchange ”) for thecreation of a new Control Person (as defined in Exchange policies), asapplicable. A maximum of 1,000,000 Common Shares will be issuableassuming the full Principal amount is converted.

Interest on the Notes will accrue at a rate of 18% perannum (the “ Interest ”), payable at maturity of theNotes. Subject to the approval of the Exchange, the Company may electto convert any portion of the accrued and outstanding Interest intoCommon Shares, which will be issued at the closing price of the CommonShares on the Exchange on the last trading day immediately prior tothe announcement of such conversion.

Within 10 days of the Maturity Date, the Note holdermay elect, at his sole option, to have the then outstanding Principalrepaid in cash or converted into Common Shares, in accordance with theterms of the Note and by providing the Company with written notice ofsuch election.

The Company intends to use the proceeds from theissuance of the Note Units to complete required mineral lease, Bureauof Land Management and other payments in connection with theCompany’s operations in Nevada, and for immediate working capitalpurposes. No finder’s fees will be paid in connection with theissuance of the Note Units.

All securities issued in connection with the issuanceof the Note Units will be subject to a four-month hold period from thedate of issue under applicable Canadian securities laws and thepolicies of the Exchange.  The issuance of the Note Units is subjectto Exchange approval.

The Exchange’s policies require disinterestedshareholder approval where a transaction creates a new ‘ControlPerson’, as defined in the policies of the Exchange.  Ian Rogerscurrently has beneficial ownership, and control and direction of, atotal of 4,942,000 Common Shares, representing 20.70% of the issuedand outstanding Common Shares. Accordingly, the Company is required toobtain disinterested shareholder approval prior to completing theissuance of the Note Units.  The Company intends to apply forexemptive relief to allow the issuance of the Note Units to becompleted prior to obtaining disinterested approval.  If such reliefis obtained, it is expected that Mr. Rogers will be restricted fromconverting the Notes or exercising the Warrantsto the extent that doing so would result in him holding greater than19.99% of the Common Shares at the time of conversion or exercise,until disinterested approval from the Company’s shareholders andExchange approval for the creation of a new Control Person has beenobtained.

Related Party Disclosure

Ian Rogers is a director of the Company andaccordingly, the Offering constitutes a “related partytransaction” as defined under Multilateral Instrument 61-101 – Protection of Minority SecurityHolders in Special Transactions (“ MI 61-101 ”).  TheCompany is relying on the exemptions for the formal valuation andminority shareholder approval requirements of MI 61-101 contained insections 5.5(b) and 5.7(1)(a) of MI 61-101, as no securities of theCompany are listed on a specified market and neither the fair marketvalue of the Notes and Warrants or the consideration paid thereforeexceed 25% of the Company’s market capitalization, as determined inaccordance with MI 61-101.

Early Warning Disclosure

Ian Rogers intends to acquire Notes in the principalamount of C$200,000, and 1,000,000 Warrants.  As of the date of thisnews release Mr. Rogers has beneficial ownership and control anddirection of, 4,942,000 Common Shares, representing 20.77% of theissued and outstanding Common Shares, based on there being 23,872,164Common Shares issued and outstanding as of the date hereof. Followingthe acquisition of the Notes, Mr. Rogers will continue to hold thesame number of Common Shares, but will be entitled to obtain anadditional 2,000,000 Common Shares upon the conversion of the Notesand exercise of the Warrants in full.  After giving effect to theconversion of the Notes and exercise of the Warrants in full, Mr.Rogers would have beneficial ownership, and control and direction of,a total of 6,942,000 Common Shares, representing 26.8% of the issuedand outstanding Common Shares after giving effect to the conversionand exercise, assuming no further Common Shares have been issued.  Asdetailed above, if the Exchange permits the Note Units to be issuedprior to receipt of disinterested shareholder approval, it is expectedthat the Notes and Warrants will be subject to blocker provisions,such that Mr. Rogers will not be able to convert any portion of theNotes or exercise any Warrants that would result in him holding(directly or indirectly) over 19.99% of the issued and outstandingCommon Shares (after giving effect to such exercise), unless requisiteshareholder and Exchange approvals have been obtained.

An early warning report in respect of the Company willbe filed by Ian Rogers with applicable Canadian securities regulatoryauthorities and will be available on SEDAR+ ( www.sedarplus.ca ) under theCompany's issuer profile. To obtain copies of the early warningreport once filed by Ian Rogers, please contact Mr. Rogers using theemail address or phone number provided below.

The Notes and Warrants will be acquired by Ian Rogersfor investment purposes. Depending on market conditions and otherfactors, Mr. Rogers may, from time to time, acquire additional CommonShares, Common Share purchase warrants or other securities of theCompany or dispose of some or all of the securities in the Companythat it owns at such time.  In addition, as a director, Mr. Rogers iseligible to receive, and may receive, stock options of the Companypursuant to the Company’s stock option plan.

About Lincoln Gold MiningInc.:

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 second larger project, thePine Grove gold property which is in the final stages of permitting.The two gold projects are within 61 air miles of each other, locatedin 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 Mining Inc .

Ian Rogers, Chair of the Board

Phone: 403-991-6991

isrogers@yahoo.com

Paul Saxton, President &Chief Executive Officer

Phone: 604-688-7377

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 this release.

The securities offered have not been registered underthe U.S. Securities Act of 1933, as amended (the "U.S. SecuritiesAct"), and may not be offered or sold in the United States or to"U.S. Persons" (as such terms are defined in Regulation Sunder the U.S. Securities Act) absent registration under the U.S.Securities Act and all applicable U.S. state securities laws or incompliance with applicable exemptions therefrom. This news releaseshall not constitute an offer to sell or the solicitation of an offerto buy nor shall there be any sale of the securities in any State inwhich such offer, solicitation or sale would be unlawful.

Cautionary NoteRegarding Forward-Looking Statements

This news release contains“forward-looking information” within the meaning of applicableCanadian securities legislation. “Forward-looking information”includes, but is not limited to, statements with respect to theactivities, events or developments that the Company expects oranticipates will or may occur in the future, including expectationsregarding Exchange approval of the issuance of Note Units, thepossibility for the Company to obtain exemptive relief to permit theissuance of the Note Units prior to receipt of disinterestedshareholder approval, approval of Ian Rogers as a Control Person, andthe use of proceeds from the issuance of the Note Units.

Generally, but not always,forward-looking information and statements can be identified by theuse of words such as “plans”, “expects”, “is expected”,“budget”, “scheduled”, “estimates”, “forecasts”,“intends”, “anticipates”, or “believes” or the negativeconnotation thereof or variations of such words and phrases or statethat certain actions, events or results “may”, “could”,“would”, “might” or “will be taken”, “occur” or “beachieved” or the negative connation thereof. Such forward-lookinginformation and statements are based on numerous assumptions,including among others, the use of proceeds from the issuance of theNote Units.

Although the assumptions made by theCompany in providing forward-looking information or makingforward-looking statements are considered reasonable by management atthe time, there can be no assurance that such statements will prove tobe accurate and actual results and future events could differmaterially from those anticipated in such statements. Importantfactors that could cause actual results to differ materially from theCompany’s plans or expectations include that the Company will notuse the proceeds from the issuance of the Note Units as stated herein,and the inability to obtain Exchange or shareholder approval for thecreation of a new Control Person.

Although the Company has attemptedto identify important factors that could cause actual results todiffer materially from those contained in the forward-lookinginformation or implied by forward-looking information, there may beother factors that cause results not to be as anticipated, estimatedor intended. There can be no assurance that forward-lookinginformation and statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated, estimated or intended. Accordingly, readers should notplace undue reliance on forward-looking statements or information. Forward-looking statements regarding Lincoln Gold and its proposedbusiness activities are subject to a number of risks, including thoserisks disclosed in the Company’s continuous disclosure materialsaccessible on SEDAR+ (www.sedarplus.ca).

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