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Ian Rogers (the " Acquiror ") announces that on July 14, 2025 and July 15, 2025 the Acquiror completed transactions to acquire 4,500,000 common shares (the " LMG Shares ") of Lincoln Gold Mining Inc. (" LMG ") (TSXV: LMG,OTC:LNCLF) at a price of $0.20 per LMG Share, for aggregate consideration of $900,000.00 .
Immediately following the acquisition, the Acquiror had beneficial ownership, and control and direction of, a total of 4,942,000 LMG Shares, representing approximately 21.91% of the outstanding LMG Shares as of the date hereof (based on there being 22,559,831 LMG Shares outstanding per LMG's Management's Discussion and Analysis for the three months ended March 31 , 2025). Immediately prior to the acquisition, the Acquiror had beneficial ownership, and control and direction of, 442,000 LMG Shares, representing approximately 1.96% of the outstanding LMG Shares.
The acquisition was made through the facilities of the TSX Venture Exchange in reliance on the "private agreement exemption" contained in section 4.2 of National Instrument 62-104 - Take-Over Bids and Issuer Bids (" NI 62-104 ") on the basis that the purchase of the LMG Shares was not made from more than five persons in the aggregate, the offer to purchase was not made generally to all holders of LMG Shares, and the value of the consideration paid for the LMG Shares by the Acquiror pursuant to the acquisition, including any fees and commissions, was not greater than 115% of the market price of LMG Shares at the date of the acquisition as determined in accordance with NI 62-104.
On April 15, 2025 , certain holders of LMG Shares (the " Shareholders for Accountability ") announced that they had requisitioned an annual and special meeting of shareholders for certain purposes, including to fix the number of directors of LMG at three and to elect a current director, Matthew Mikulic , and the Acquiror as the directors of LMG. The Acquiror intends to vote his LMG Shares in support of the Shareholders for Accountability at LMG's shareholder meeting scheduled for August 15, 2025 .  The Acquiror will continue to monitor the business, prospects, financial condition and potential capital requirements of LMG. Depending on the Acquiror's evaluation of these and other factors, the Acquiror may from time to time in the future decrease or increase, directly or indirectly, his ownership, control or direction over securities of LMG through market transactions, private agreements, subscriptions from treasury or otherwise, or may in the future develop plans or intentions relating to any of the other actions listed in paragraphs (a) through (k) of Item 5 of Form 62-103F1 – Required Disclosure under the Early Warning Requirements .
LMG's head office is located at 789 West Pender St., Suite 400, Vancouver, British Columbia V6C 1H2. The LMG Shares are listed on the TSX Venture Exchange under the symbol LMG.
A copy of the Early Warning Report to be filed by the Acquiror will be available on SEDAR+ under LMG's profile on www.sedarplus.ca. For more information, or to obtain a copy of the Early Warning Report, please contact:
Ian Rogers
Telephone: 403-991-6991
Email: isrogers@yahoo.com
This early warning news release is issued under the early warning provisions of Canadian securities legislation, including NI 62-104Â and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
SOURCE Ian Rogers
