Lincoln Gold Announces Shares for Debt Transaction and Corporate Updates

(TheNewswire)

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Vancouver, BC – TheNewswire - November 3, 2025 – Lincoln Gold MiningInc. (TSX.V: LMG) (“Lincoln Gold” or the “Company”) announces that it intends to settle aggregate indebtedness of CDN$101,000 owed to an arm’s length creditor (the “ Creditor ”) through the issuance of673,333 units of the Company (the “ Settlement Units ”) at an issue price of $0.15 perSettlement Unit (the “ DebtSettlement ”). Each Settlement Unit will be comprised of onecommon share in the capital of the Company (a “ Common Share ”) and one-half of onenon-transferable common share purchase warrant (each whole warrant, a“ Warrant ”). Each Warrantwill be exercisable by the Creditor to acquire one Common Share at aprice of $0.35 per share for a period of 24 months from the date ofissuance.

The Creditor subscribed in the Company’s non-brokered privateplacement announced on June 5, 2025, however as a result of the TSXVenture Exchange (the “ Exchange ”) providing conditional approval for only aportion of that private placement, the Creditor was unable tosubscribe for the full amount which resulted in indebtedness of CDN$101,000 owed by the Company to the Creditor.

All securities issued under the Debt Settlement will be subject to afour month hold period from the
issue date under applicable Canadian securities laws.  Closing of theDebt Settlement remains subject to receipt of Exchange approval.

The Company also announces that it will not proceed with itspreviously announced (August 5, 2025) shares for debt transaction.

Further, the Company announces that it has obtained CDN$190,160 in theform of an unsecured loan from Ian Rogers, Chair of the Board (the“ Loan ”).   The Loan shallaccrue interest at a rate of 1% per month and is repayable in 24months.  Ian Rogers is a director of the Company and accordingly, theLoan constitutes a "related party transaction" as definedunder Multilateral Instrument 61-101– Protection of Minority Security Holders in SpecialTransactions (“ MI61-101 ”). The Company relied on the exemptions for the formalvaluation and minority shareholder approval requirements of MI 61-101contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, as nosecurities of the Company are listed on a specified market and thefair market value of the Loan does not exceed 25% of theCompany's market capitalization, as determined in accordance withMI 61-101. The Company did not file a material change report inrespect of the related party transaction at least 21 days prior to theclosing of the Loan, which the Company deems reasonable in thecircumstances in order to close the Loan transaction in an expeditiousmanner for sound business reasons.

About Lincoln Gold Mining Inc.:

Lincoln Gold is a Canadian precious metals development and explorationcompany headquartered in Vancouver, BC. The Company holds interest inthe Bell Mountain gold-silver property that is fully permitted andmoving to production and a second larger project, the Pine Grove goldproperty which is in the final stages of permitting. The two goldprojects are within 61 air miles of each other, located in the highlyprospective Walker Lane mineral belt, known for its numerous gold andsilver deposits. Lincoln is committed to maintaining steady and robustprogress towards its goal of becoming a mid-tier gold producer.

Lincoln Gold Mining Inc .

Ian Rogers, Chair of the Board Phone: 604-688-7377

Email: info@lincolnmining.com

Paul Saxton, President & Chief Executive Officer Phone: 604-688-7377

Email: saxton@lincolnmining.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX VentureExchange) accepts responsibility for the adequacy or accuracy of thisrelease.

The securities offered have not been registered under the 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 Note Regarding Forward-Looking Statements

This news release contains"forward-looking information" within the meaning ofapplicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future, including approval of the Debt Settlement by theExchange.

Generally, but not always,forward-looking information and statements can be identified by theuse of words such as "plans", "expects", "isexpected", "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 "willbe taken", "occur" or "be achieved" or thenegative connation thereof. Such forward-looking information andstatements are based on numerous assumptions, including among others,the approval of the Debt Settlement by the Exchange.

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 willprove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Importantfactors that could cause actual results to differ materially from theCompany's plans or expectations include the inability to obtain Exchange approval for the Debt Settlement.

Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be asanticipated, estimated or intended. There can be no assurance thatforward-looking information and statements will prove to be accurate,as actual results 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 proposed business activities are Subject to a number of risks, including those risks disclosed in the Company's continuous disclosure materials accessible on SEDAR+ ( www.sedarplus.ca).

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