Lincoln Mining Announces Private Placement Of $500,000
September 21, 2012
Vancouver, British Columbia – Lincoln Mining Corporation, TSX-V: LMG (“Lincoln” or the “Company”) announces it has signed a subscription agreement providing for the non-brokered private placement of 10,000,000 common shares at a price of $0.05 per share (the “Shares”) for total proceeds of $500,000 (the “Purchase Price”) with an insider of the Company.
The sole subscriber to the private placement is a private company controlled by Mr. Edward Yurkowski, who is the President, co-founder and a shareholder of Procon Mining and Tunnelling Ltd. (“Procon”). Procon currently holds approximately 19.8% of the Company's outstanding common shares and has subscribed to purchase additional securities of the Company, subject to receipt of necessary shareholder and stock exchange approvals (see the Company's news releases dated September 5 and 13, 2012).
The issuance of the Shares under the private placement will be deferred until after the Company receives the necessary regulatory and shareholder approvals (collectively, the “Approvals”) to the private placement in connection with the approvals of the creation of Procon as a new "Control Person" of the Company which will be sought at the Company's annual general meeting scheduled for October 30, 2012.
In the event that the Approvals are not obtained by November 9, 2012, then the Purchase Price shall be deemed to constitute a loan to the Company from the subscriber. The loan will bear interest at a rate of 6% per annum (accruing from the date of the subscription), with such interest and principal being due and payable on February 10, 2013.
As the subscriber is an insider of the Company, the private placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying upon the exemptions from the formal valuation and minority shareholder approval requirements in relation to the private placement and loan, as the case may be, pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Company is not listed on a senior stock exchange and at the time the private placement was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the private placement, exceeds 25% of the Company's market capitalization calculated in accordance with MI 61-101.
The Company is not in a position to file a material change report more than 21 days before the advance of the Purchase Price under the private placement as the details of the private placement were settled on an expedited basis for sound business reasons.
Lincoln intends to use the Purchase Price to advance the work programs on its mineral projects and for general working capital purposes.
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. The private placement is subject to all necessary regulatory approvals including from the TSX Venture Exchange.
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 gold property in Nevada, the Oro Cruz gold property in California and the La Bufa gold-silver property in Mexico. In the United States, the Company operates under Lincoln Gold US Corp., a Nevada corporation.
For further information, please contact Investor Relations at 604-688-7377 or visit the Company’s website at www.lincolnmining.com.
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 FUTURE PLANS AND OBJECTIVES OF LINCOLN IN RELATION TO COMPLETING THE PRIVATE PLACEMENT 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 IN CONNECTION WITH THE COMPANY'S PROPOSED NON-BROKERED PRIVATE PLACEMENT, GENERAL ECONOMIC, MARKET OR BUSINESS CONDITIONS, FLUCTUATING METAL PRICES, REGULATORY CHANGES, TIMELINES 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.
©2009 Lincoln Mining Corp