VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 30, 2012) - Lincoln Mining Corporation (TSX VENTURE:LMG) ("Lincoln" or the "Company") is pleased to announce that, at its Annual General Meeting held on October 30, 2012, the Company received shareholder approval of the financing transactions that will result in Procon Mining and Tunnelling Ltd. ("Procon") becoming a new control person of the Company, further to the Company's news release dated September 5, 2012 and as disclosed in the Company's information circular dated September 25, 2012 (the "Information Circular").
At the Annual General Meeting, disinterested shareholders approved, by a majority vote of 99.8%, the following matters relating to the Procon transactions:
- a private placement of a convertible debenture by the Company to Procon in an aggregate principal amount of $2,300,000, maturing in three years with interest payable at a rate of 6% per annum. The principal amount of the debenture is convertible into common shares of the Company on the basis of one common share for each $0.10 of principal;
- a private placement of 22,000,000 common shares of the Company to Procon at a price of $0.05 per share;
- a private placement of 10,000,000 common shares of the Company to Prairie Enterprises (Alberta) Inc. (a company controlled by Edward Yurkowski, CEO and shareholder of Procon) at a price of $0.05 per share; and
- the appointment by the directors of the Company, at the closing of the convertible debenture financing, of four nominee directors of Procon resulting in Procon nominee directors constituting a majority of the resulting seven member Board of Directors of the Company.
Further details of the transactions are contained in the Information Circular available on www.sedar.com.
All securities issued under the private placements will be subject to a four month hold period from the closing date under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada. The Procon transactions are subject to receipt of final approval of the TSX Venture Exchange (the "TSXV").
Upon receipt of TSXV approval of the Procon transactions, the Company plans to close the private placements and director changes on or around November 6, 2012.
Further to the Company's news release dated September 5, 2012 announcing, among other things, the letter agreement to purchase the Bell Mountain property in Nevada, the Company plans to enter into the definitive purchase agreement (on substantially the same terms as the letter agreement) on or around November 16, 2012.
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.
On behalf of Lincoln Mining Corporation
Paul Saxton, President & CEO
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 PRIVATE PLACEMENT FINANCINGS AND DEVELOPING THE PINE GROVE AND BELL MOUNTAIN PROJECTS 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 THE RISK THAT ACTUAL RESULTS OF FUTURE EXPLORATION WORK, INCLUDING DRILL RESULTS AND RESULTS OF ENGINEERING AND METALLURGICAL STUDIES, WILL NOT SUPPORT THE COMPANY'S PLANS TO ADVANCE ITS NEVADA PROJECTS; THE UNCERTAINTY OF THE GEOLOGY, GRADE AND CONTINUITY OF MINERAL DEPOSITS (INCLUDING IN RESPECT OF THE BELL MOUNTAIN PROPERTY) AND THE RISK OF UNEXPECTED VARIATIONS IN MINERAL RESOURCES, GRADE AND/OR RECOVERY RATES; COST OVERRUNS AND PROJECT DELAYS; 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.
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