LMG Lincoln Gold Mining Inc

Lincoln Mining Corporation (TSX VENTURE: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. 


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 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.

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