Lincoln Gold Mining Announces Convertible Note Unit Issuance
November 26, 2025 — Leads & Copy — Lincoln Gold Mining Inc. (TSX.V: LMG) has announced its intention to issue convertible note units to Ian Rogers for CDN$650,000.
Each note unit will consist of one unsecured convertible debenture and 3,250,000 common share purchase warrants. The warrants can be exercised into one common share at CDN$0.30 each for 36 months from the issue date.
The notes will mature 36 months from the issuance date, convertible into common shares at CDN$0.20 per share, pending TSX Venture Exchange approval for creating a new control person. Conversion is capped at 3,250,000 common shares.
Interest on the notes will accrue at 18% per annum, payable at maturity. The company may choose to convert accrued interest into common shares, subject to exchange approval, at the closing price before the conversion announcement.
The proceeds will fund Nevada mining operations, cover expenses, and provide working capital. No finder’s fees are associated with the note unit issuance.
Securities issued will have a four-month hold period. The note unit issuance requires exchange approval, and the company is still seeking approval for a previous $200,000 note unit issuance from November 10, 2025.
As Ian Rogers’ ownership exceeds 20%, disinterested shareholder approval is needed. The company seeks exemptive relief to issue the notes before this approval, potentially restricting Rogers from converting notes or exercising warrants beyond 19.99% ownership until shareholder and exchange approvals are secured.
As a director, Rogers’ acquisition is a related party transaction, exempt from formal valuation and minority shareholder approval due to exemptions in MI 61-101.
Post-issuance, Rogers will own C$650,000 in notes and 3,250,000 warrants. He currently controls 4,942,000 common shares (20.77%) and convertible notes/warrants for 10,500,000 more shares. Full conversion would give him 15,442,000 common shares, or 39.28%, subject to exchange and shareholder approvals and blocker provisions.
Rogers will file an early warning report with Canadian securities regulators, available on SEDAR+. He may acquire or dispose of company securities over time and is eligible for stock options as a director.
Lincoln Gold, based in Vancouver, BC, owns the Bell Mountain gold-silver property and the Pine Grove gold property in Nevada’s Walker Lane mineral belt, aiming to become a mid-tier gold producer.
Matthew Mikulic is the director of Lincoln Gold Mining Inc. He can be reached at 604-688-7377 or info@lincolnmining.com.
Disclaimer: The TSX Venture Exchange does not take responsibility for the content of this release. The securities offered have not been registered under the U.S. Securities Act and may not be offered or sold in the United States or to U.S. Persons absent registration or an applicable exemption.
Source: Lincoln Gold Mining Inc.
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