8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 24, 2007
Date of Report (Date of earliest event reported)

LINCOLN GOLD CORPORATION
(Exact name of registrant as specified in its charter)

NEVADA	0-25827	88-0419475
(State or other jurisdiction of	(Commission File	(IRS Employer Identification
incorporation)	Number)	No.)

Suite 350, 885 Dunsmuir Street
Vancouver, British Columbia Canada	V6C 1N5
(Address of principal executive offices)	(Zip Code)

604-688-7377
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[      ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[      ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[      ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[      ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01           Material Definitive Agreement

Grants of Stock Options

We granted options to purchase an aggregate of 2,450,000 shares of common stock to certain officers, directors, employees and consultants of the Company on September 25, 2007, including 2,000,000 options to insiders of the Company as detailed below. All options granted are fully vested. The options are exercisable for a three year term expiring on September 25, 2010 at a price of $0.25 per share. All options have been granted pursuant to and are subject to our 2005 Stock Option Plan.

	Name of Optionee	Number of Options
1.	Paul Saxton, President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director	600,000
2.	James Chapman, Director	300,000
3.	Andrew Bowering, Director	300,000
4.	Andrew F. Milligan, Director	300,000
5.	Jeffrey L. Wilson, Chief Operating Officer and Vice- President, Exploration	500,000
	TOTAL	2,000,000

A form of the option agreements executed between us and each of the optionees are attached hereto as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3.

Item 5.02            Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 24, 2007, we received the resignation of Stephen Chi as a director of the Company effective September 21, 2007. Our board of directors is now comprised of the following individuals:

	Board of Directors
1.	Paul Saxton
2.	Andrew Bowering
3.	Andrew Milligan
4.	James Chapman

There was no disagreement between us and Mr. Chi regarding our operations, policies or practices, nor was Mr. Chi removed for cause.

Item 8.01           Other Matters

On September 14, 2007, we issued the press release attached to this Current Report on Form 8-K as Exhibit 99.1 disclosing our acquisition of interests in certain mineral claims that we refer to as the Pine Grove property.

On September 26, 2007, we issued the press release attached to this Current Report on Form 8-K as Exhibit 99.2 disclosing the continued progress of our exploration at La Bufa, Chihuahua, Mexico.

Item 9.01.           Financial Statements and Exhibits

(a)           Financial Statements of Business Acquired.

Not applicable.

(b)           Pro forma Financial Information.

Not applicable.

(c)           Shell Company Transaction.

Not applicable.

(d)           Exhibits.

Exhibit	Description
10.1	Form of Stock Option Grant Agreement for option grants to officers and employees under the 2006 Stock Option Plan (1)
10.2	Form of Stock Option Grant Agreement for option grants to directors under the 2006 Stock Option Plan (1)
10.3	Form of Stock Option Grant Agreement for option grants to consultants under the 2006 Stock Option Plan (1)
99.1	Press Release dated September 14, 2007 disclosing the Company’s acquisition of interests in certain mineral claims in the Pine Grove property.(1)
99.2	Press Release dated September 26, 2007 disclosing the continued progress of the Company’s exploration at La Bufa, Chihuahua, Mexico (1)

(1) Filed as an exhibit to this current report on Form 8-K.

3.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LINCOLN GOLD CORPORATION
	By:	/s/ Paul F. Saxton
DATE: September 27, 2007		PAUL F. SAXTON
		President and Chief Executive Officer

4.

EX-10.1

EXHIBIT 10.1

LINCOLN GOLD CORPORATION

STOCK OPTION AGREEMENT
(2005 Stock Option Plan – Employee and/or Officer)

This STOCK OPTION AGREEMENT is made effective as of this 25^th day of September, 2007 between LINCOLN GOLD CORPORATION a British Columbia corporation, (the “Company”) and <> (the “Employee”), the <> of the Company.

BACKGROUND

          A.      The e mployee has either been hired to serve as an Employee of the Company, or a subsidiary of the Company, or the Company desires to induce the Employee to continue to serve the Company, or a subsidiary of the Company as an employee.

          B.      The Company has adopted the 2005 Stock Option Plan (the "Plan") pursuant to which shares of its common stock have been reserved for issuance under the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1.      Grant of Option

The Company hereby irrevocably grants under the Plan to the Employee the right and option (hereinafter referred to as the “Option”) to purchase from the Company all or any portion of an aggregate of <> (<>) shares of common stock of the Company (the “Shares”) subject to the terms and conditions herein set forth. The Options will be Non-Qualified Incentive Stock Options under the Plan.

The number of Shares granted will be subject to adjustment pursuant to the terms of the Plan.

2.      Exercise Price

The exercise price of the Shares covered by the Option shall be $0.25 per Share.

3.      Exercise and Vesting of Option

The Option will be fully vested.

4.      Term of Option

Except as otherwise provided in this Agreement, the Option shall be exercisable until September 25, 2010 (the “Expiration Date”). This Agreement and the right of the Employee to exercise the Option will terminate upon the earliest of the following dates:

(i)	the date which is one (1) month from the date on which the Employee ceases to be an employee of the Company or any subsidiary of the Company, if applicable;
(ii)	in the event of the termination of the Employee for Cause (as defined in the Plan), the earliest date on which the Employee is terminated as an employee;

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(iii)	the date which is six (6) months from the date of the Employee’s retirement, disability or death, in the event of termination as a result of the retirement, disability or death of the Employee; or
(iv)	the Expiration Date.

Upon termination of this Agreement and the right of the Employee to exercise the Option as set forth above, the Option shall terminate and become null and void.

5.      Manner of Exercising Option

Subject to the terms and conditions of this Agreement, the Option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of Shares to be purchased and accompanied by the full exercise price for such Shares. Any such notice shall be deemed given when received by the Company at its corporate headquarters. The exercise price shall be payable:

(i)	in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; or
(ii)	at the election and sole discretion of the Company, in such other manner as is permitted pursuant to the Plan.

All Shares that shall be issued upon the exercise of the Option as provided herein shall be issued as fully paid and non-assessable shares of the Company’s common stock.

6.      Capital Adjustments

The existence of this option shall not affect in any way the right or power of the Company or its stockholders to: (1) make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business; (2) enter into any merger or consolidation; (3) issue any bonds, debentures, preferred or prior preference stocks ahead of or affecting the common stock or the rights thereof, (4) issue any securities convertible into any common stock, (5) issue any rights, options, or warrants to purchase any common stock, (6) dissolve or liquidate the Company, (7) sell or transfer all or any part of its assets or business, or (8) take any other corporate act or proceedings, whether of a similar character or otherwise.

The shares with respect to which this option is granted are shares of the common stock of the Company as presently constituted, but if and whenever, prior to the delivery by the Company of all the shares of the stock with respect to which this option is granted, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the stock outstanding without receiving compensation therefor in money, services, or property, the number of shares of stock then remaining subject to this option shall: (1) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; or (2) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.

7.      Reorganization, Merger, Amalgamation and Consolidation

The purchase price and the number of shares which can be purchased by the Employee upon the exercise of the options provided by this Agreement shall be subject to adjustment in the events and in the manner following:

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(i)

In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company, this Agreement shall after such capital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Company or of the Company resulting from such capital reorganization, reclassification, consolidation, merger or amalgamation, as the case may be, to which the holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of the options would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Employee pursuant to this Option Agreement so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the exercise of the options provided for by this Agreement.

(ii)

If there shall, prior to the exercise of any of the options provided for by this Agreement, be any reorganization of the authorized capital of the Company by way of consolidation, merger, subdivision, amalgamation or otherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

8.      Rights of Option Holder

The Employee, as holder of the Option, shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of all or any portion of the Option.

9.      Non-Transferability

The Option shall not be transferred, pledged or assigned except as provided in the Plan.

10.    No Employment or Right to Corporate Assets

Nothing contained in this Agreement shall be deemed to grant the Employee any right to employment with the Company for any period of time or to any right to continue his or her present or any other rate of compensation, nor shall this Agreement be construed as giving the Employee, the Employee’s beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

11.    Securities Law Matters

The Employee acknowledges that the Shares to be received by him or her upon exercise of the Option have not been registered under the Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the “Securities Acts”). The Employee acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. The Employee acknowledges that if the Shares are not registered under the

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Securities Acts at the time of the exercise of the Option, or any part thereof, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

“The shares represented by this certificate have not been registered or qualified under the Securities Act of 1933, as amended, or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

12.    Employee Representations

The Employee hereby represents and warrants that:

(i)	the Employee has reviewed with his or her own tax advisors all applicable tax consequences of the transactions contemplated by this Agreement. The Employee is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. The Employee understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement;
(ii)	the Employee has been advised to obtain his or her own legal advice in connection with the execution of this Agreement; and
(iii)	the Option, if exercised, will be exercised for investment purposes and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.

13.    The Plan

The Option is granted pursuant to the Plan and is governed by the terms thereof, which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.

14.    Governing Law

This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Nevada applicable to contracts executed and to be performed therein.

15.    Further Assurances

Each party hereto agrees to execute such further papers, agreements, assignments or documents of title as may be necessary or desirable to affect the purposes of this Agreement and carry out its provisions.

16.    Entire Agreement

This Agreement and the Plan, a copy of which is attached hereto as Schedule A, embody the entire agreement made between the parties hereto with respect to the matters covered herein and shall not be modified except in writing signed by the party to be charged.

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17.    Counterparts

This Agreement may be executed in any number of counterparts and by facsimile, each of which shall be deemed an original, and all of which shall constitute but one and the same agreement.

LINCOLN GOLD CORPORATION

Per:    ____________________________________
           Paul F. Saxton
           President and Chief Executive Officer

Signature of Employee

Name of Employee

Address of Employee

SCHEDULE A

2005 STOCK OPTION PLAN

of

LINCOLN GOLD CORPORATION

EX-10.2

EXHIBIT 10.2

LINCOLN GOLD CORPORATION

STOCK OPTION AGREEMENT
(2005 Stock Option Plan – Director)

This STOCK OPTION AGREEMENT is made effective as of this 25^th day of September, 2007 between LINCOLN GOLD CORPORATION a British Columbia corporation, (the “Company”) and <> (the “Director”), a director of the Company.

BACKGROUND

          A.      The Director serves on the board of directors of the Company, or a subsidiary of the Company, or the Company desires to induce the Director to serve on the board of directors of the Company, or a subsidiary of the Company as a director.

          B.      The Company has adopted the 2005 Stock Option Plan (the "Plan") pursuant to which shares of its common stock have been reserved for issuance under the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1.      Grant of Option

The Company hereby irrevocably grants under the Plan to the Director the right and option (hereinafter referred to as the “Option”) to purchase from the Company all or any portion of an aggregate of <> (<>) shares of common stock of the Company (the “Shares”) subject to the terms and conditions herein set forth. The Options will be Non-Qualified Incentive Stock Options under the Plan.

The number of Shares granted will be subject to adjustment pursuant to the terms of the Plan.

2.      Exercise Price

The exercise price of the Shares covered by the Option shall be $0.25 per Share.

3.      Exercise and Vesting of Option

The Option will be fully vested.

4.      Term of Option

Except as otherwise provided in this Agreement, the Option shall be exercisable until September 25, 2010 (the “Expiration Date”). This Agreement and the right of the Director to exercise the Option will terminate upon the earliest of the following dates:

(i)	the date which is one (1) month from the date on which the Director ceases to be a director of the Company or any subsidiary of the Company, if applicable;
(ii)	in the event of the removal of the Director for Cause (as defined in the Plan), the earliest date on which the Director is removed as a director;

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(iii)	the date which is six (6) months from the date of the Director’s retirement, disability or death, in the event of termination as a result of the retirement, disability or death of the Director; or
(iv)	the Expiration Date.

Upon termination of this Agreement and the right of the Director to exercise the Option as set forth above, the Option shall terminate and become null and void.

5.      Manner of Exercising Option

Subject to the terms and conditions of this Agreement, the Option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of Shares to be purchased and accompanied by the full exercise price for such Shares. Any such notice shall be deemed given when received by the Company at its corporate headquarters. The exercise price shall be payable:

(i)	in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; or
(ii)	at the election and sole discretion of the Company, in such other manner as is permitted pursuant to the Plan.

All Shares that shall be issued upon the exercise of the Option as provided herein shall be issued as fully paid and non-assessable shares of the Company’s common stock.

6.      Capital Adjustments

The existence of this option shall not affect in any way the right or power of the Company or its stockholders to: (1) make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business; (2) enter into any merger or consolidation; (3) issue any bonds, debentures, preferred or prior preference stocks ahead of or affecting the common stock or the rights thereof, (4) issue any securities convertible into any common stock, (5) issue any rights, options, or warrants to purchase any common stock, (6) dissolve or liquidate the Company, (7) sell or transfer all or any part of its assets or business, or (8) take any other corporate act or proceedings, whether of a similar character or otherwise.

The shares with respect to which this option is granted are shares of the common stock of the Company as presently constituted, but if and whenever, prior to the delivery by the Company of all the shares of the stock with respect to which this option is granted, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the stock outstanding without receiving compensation therefor in money, services, or property, the number of shares of stock then remaining subject to this option shall: (1) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; or (2) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.

7.      Reorganization, Merger, Amalgamation and Consolidation

The purchase price and the number of shares which can be purchased by the Director upon the exercise of the options provided by this Agreement shall be subject to adjustment in the events and in the manner following:

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(i)

In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company, this Agreement shall after such capital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Company or of the Company resulting from such capital reorganization, reclassification, consolidation, merger or amalgamation, as the case may be, to which the holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of the options would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Director pursuant to this Option Agreement so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the exercise of the options provided for by this Agreement.

(ii)

If there shall, prior to the exercise of any of the options provided for by this Agreement, be any reorganization of the authorized capital of the Company by way of consolidation, merger, subdivision, amalgamation or otherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

8.      Rights of Option Holder

The Director, as holder of the Option, shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of all or any portion of the Option.

9.      Non-Transferability

The Option shall not be transferred, pledged or assigned except as provided in the Plan.

10.    No Employment or Right to Corporate Assets

Nothing contained in this Agreement shall be deemed to grant the Director any right to employment or service with the Company for any period of time or to any right to continue his or her present or any other rate of compensation, nor shall this Agreement be construed as giving the Director, the Director’s beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

11.    Securities Law Matters

The Director acknowledges that the Shares to be received by him or her upon exercise of the Option have not been registered under the Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the “Securities Acts”). The Director acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. The Director acknowledges that if the Shares are not registered under the

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Securities Acts at the time of the exercise of the Option, or any part thereof, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

“The shares represented by this certificate have not been registered or qualified under the Securities Act of 1933, as amended, or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

12.    Director Representations

The Director hereby represents and warrants that:

(i)	the Director has reviewed with his or her own tax advisors all applicable tax consequences of the transactions contemplated by this Agreement. The Director is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. The Director understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement;
(ii)	the Director has been advised to obtain his or her own legal advice in connection with the execution of this Agreement; and
(iii)	the Option, if exercised, will be exercised for investment purposes and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.

13.    The Plan

The Option is granted pursuant to the Plan and is governed by the terms thereof, which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.

14.    Governing Law

This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Nevada applicable to contracts executed and to be performed therein.

15.    Further Assurances

Each party hereto agrees to execute such further papers, agreements, assignments or documents of title as may be necessary or desirable to affect the purposes of this Agreement and carry out its provisions.

16.    Entire Agreement

This Agreement and the Plan, a copy of which is attached hereto as Schedule A, embody the entire agreement made between the parties hereto with respect to the matters covered herein and shall not be modified except in writing signed by the party to be charged.

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17.    Counterparts

This Agreement may be executed in any number of counterparts and by facsimile, each of which shall be deemed an original, and all of which shall constitute but one and the same agreement.

LINCOLN GOLD CORPORATION

Per:    ____________________________________
           Paul F. Saxton
           President and Chief Executive Officer

Signature of Employee

Name of Employee

Address of Employee

SCHEDULE A

2005 STOCK OPTION PLAN

of

LINCOLN GOLD CORPORATION

EX-10.3

EXHIBIT 10.3

LINCOLN GOLD CORPORATION

STOCK OPTION AGREEMENT
(2005 Stock Option Plan – Consultant)

This STOCK OPTION AGREEMENT is made effective as of this 25^th day of September, 2007 between LINCOLN GOLD CORPORATION a British Columbia corporation, (the “Company”) and <> (the “Consultant”), <> of the Company.

BACKGROUND

          A.      The Consultant has been retained to provide consulting services to the Company, or a subsidiary of the Company.

          B.      The Company has adopted the 2005 Stock Option Plan (the "Plan") pursuant to which shares of its common stock have been reserved for issuance under the Plan.

NOW, THEREFORE, the parties hereto agree as follows:

1.      Grant of Option

The Company hereby irrevocably grants under the Plan to the Consultant the right and option (hereinafter referred to as the “Option”) to purchase from the Company all or any portion of an aggregate of <> (<>) shares of common stock of the Company (the “Shares”) subject to the terms and conditions herein set forth. The Options will be Non-Qualified Incentive Stock Options under the Plan.

The number of Shares granted will be subject to adjustment pursuant to the terms of the Plan.

2.      Exercise Price

The exercise price of the Shares covered by the Option shall be $0.25 per Share.

3.      Exercise and Vesting of Option

The Option will be fully vested.

4.      Term of Option

Except as otherwise provided in this Agreement, the Option shall be exercisable until September 25, 2010 (the “Expiration Date”). This Agreement and the right of the Consultant to exercise the Option will terminate upon the earliest of the following dates:

(i)	the date which is one (1) month from the date on which the Consultant ceases to be a consultant of the Company or any subsidiary of the Company, if applicable;
(ii)	in the event of the termination of the Consultant for Cause (as defined in the Plan) or material breach of the Consultant’s obligations to the Company, the earliest date on which the Consultant is terminated as a consultant;

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(iii)	the date which is six (6) months from the date of the Consultant’s retirement, disability or death, in the event of termination as a result of the retirement, disability or death of the Consultant; or
(iv)	the Expiration Date.

Upon termination of this Agreement and the right of the Consultant to exercise the Option as set forth above, the Option shall terminate and become null and void.

5.      Manner of Exercising Option

Subject to the terms and conditions of this Agreement, the Option may be exercised, in whole or in part, by giving written notice to the Company, specifying the number of Shares to be purchased and accompanied by the full exercise price for such Shares. Any such notice shall be deemed given when received by the Company at its corporate headquarters. The exercise price shall be payable:

(i)	in United States dollars upon exercise of the Option and may be paid by cash, uncertified or certified check or bank draft; or
(ii)	at the election and sole discretion of the Company, in such other manner as is permitted pursuant to the Plan.

All Shares that shall be issued upon the exercise of the Option as provided herein shall be issued as fully paid and non-assessable shares of the Company’s common stock.

6.      Capital Adjustments

The existence of this option shall not affect in any way the right or power of the Company or its stockholders to: (1) make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company's capital structure or its business; (2) enter into any merger or consolidation; (3) issue any bonds, debentures, preferred or prior preference stocks ahead of or affecting the common stock or the rights thereof, (4) issue any securities convertible into any common stock, (5) issue any rights, options, or warrants to purchase any common stock, (6) dissolve or liquidate the Company, (7) sell or transfer all or any part of its assets or business, or (8) take any other corporate act or proceedings, whether of a similar character or otherwise.

The shares with respect to which this option is granted are shares of the common stock of the Company as presently constituted, but if and whenever, prior to the delivery by the Company of all the shares of the stock with respect to which this option is granted, the Company shall effect a subdivision or consolidation of shares or other capital readjustment, the payment of a stock dividend, or other increase or reduction of the number of shares of the stock outstanding without receiving compensation therefor in money, services, or property, the number of shares of stock then remaining subject to this option shall: (1) in the event of an increase in the number of outstanding shares, be proportionately increased, and the cash consideration payable per share shall be proportionately reduced; or (2) in the event of a reduction in the number of outstanding shares, be proportionately reduced, and the cash consideration payable per share shall be proportionately increased.

7.      Reorganization, Merger, Amalgamation and Consolidation

The purchase price and the number of shares which can be purchased by the Consultant upon the exercise of the options provided by this Agreement shall be subject to adjustment in the events and in the manner following:

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(i)

In case of any capital reorganization or of any reclassification of the capital of the Company or in case of the consolidation, merger or amalgamation of the Company with or into any other company, this Agreement shall after such capital reorganization, reclassification of capital, consolidation, merger or amalgamation confer the right to purchase the number of shares or other securities of the Company or of the Company resulting from such capital reorganization, reclassification, consolidation, merger or amalgamation, as the case may be, to which the holder of the shares deliverable at the time of such capital reorganization, reclassification of capital, consolidation, merger or amalgamation, upon the exercise of the options would have been entitled. On such capital reorganization, reclassification, consolidation, merger or amalgamation appropriate adjustments shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Consultant pursuant to this Option Agreement so that the provisions set forth herein shall thereafter be applicable as nearly as may reasonably be in relation to any shares or other securities thereafter deliverable on the exercise of the options provided for by this Agreement.

(ii)

If there shall, prior to the exercise of any of the options provided for by this Agreement, be any reorganization of the authorized capital of the Company by way of consolidation, merger, subdivision, amalgamation or otherwise, or the payment of any stock dividends, then there shall automatically be an adjustment in either or both of the number of shares which may be purchased pursuant hereto or the price at which such shares may be purchased so that the rights evidenced hereby shall thereafter as reasonably as possible be equivalent to those originally granted hereby. The Company shall have the sole and exclusive power to make such adjustments as it considers necessary and desirable.

8.      Rights of Option Holder

The Consultant, as holder of the Option, shall not have any of the rights of a shareholder with respect to the Shares covered by the Option except to the extent that one or more certificates for such Shares shall be delivered to him or her upon the due exercise of all or any portion of the Option.

9.      Non-Transferability

The Option shall not be transferred, pledged or assigned except as provided in the Plan.

10.    No Right to Continue as Consultant or Right to Corporate Assets

Nothing contained in this Agreement shall be deemed to grant the Consultant any right to continue as a consultant of the Company for any period of time or to any right to continue his or her present or any other rate of compensation, nor shall this Agreement be construed as giving the Consultant, the Consultant’s beneficiaries or any other person any equity or interests of any kind in the assets of the Company or creating a trust of any kind or a fiduciary relationship of any kind between the Company and any such person.

11.    Securities Law Matters

The Consultant acknowledges that the Shares to be received by him or her upon exercise of the Option have not been registered under the Securities Act of 1933, as amended, or the Blue Sky laws of any state (collectively, the “Securities Acts”). The Consultant acknowledges and understands that the Company is under no obligation to register, under the Securities Acts, the Shares received by him or her or to assist him or her in complying with any exemption from such registration if he or she should at a later date wish to dispose of the Shares. The Consultant acknowledges that if the Shares are not registered under the

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Securities Acts at the time of the exercise of the Option, or any part thereof, the Shares shall bear a legend restricting the transferability thereof, such legend to be substantially in the following form:

“The shares represented by this certificate have not been registered or qualified under the Securities Act of 1933, as amended, or state securities laws. The shares may not be offered for sale, sold, pledged or otherwise disposed of unless so registered or qualified, unless an exemption exists or unless such disposition is not subject to the federal or state securities laws, and the Company may require that the availability of any exemption or the inapplicability of such securities laws be established by an opinion of counsel, which opinion of counsel shall be reasonably satisfactory to the Company.”

12.    Consultant Representations

The Consultant hereby represents and warrants that:

(i)	the Consultant has reviewed with his or her own tax advisors all applicable tax consequences of the transactions contemplated by this Agreement. The Consultant is relying solely on such advisors and not on any statements or representation of the Company or any of its agents. The Consultant understands that he or she will be solely responsible for any tax liability that may result to him or her as a result of the transactions contemplated by this Agreement;
(ii)	the Consultant has been advised to obtain his or her own legal advice in connection with the execution of this Agreement; and
(iii)	the Option, if exercised, will be exercised for investment purposes and not with a view to the sale or distribution of the Shares to be received upon exercise thereof.

13.    The Plan

The Option is granted pursuant to the Plan and is governed by the terms thereof, which are incorporated herein by reference. In the event of any conflict or inconsistency between the provisions of this Agreement and those of the Plan, the provisions of the Plan shall govern and control.

14.    Governing Law

This Agreement, in its interpretation and effect, shall be governed by the laws of the State of Nevada applicable to contracts executed and to be performed therein.

15.    Further Assurances

Each party hereto agrees to execute such further papers, agreements, assignments or documents of title as may be necessary or desirable to affect the purposes of this Agreement and carry out its provisions.

16.    Entire Agreement

This Agreement and the Plan, a copy of which is attached hereto as Schedule A, embody the entire agreement made between the parties hereto with respect to the matters covered herein and shall not be modified except in writing signed by the party to be charged.

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17.    Counterparts

This Agreement may be executed in any number of counterparts and by facsimile, each of which shall be deemed an original, and all of which shall constitute but one and the same agreement.

LINCOLN GOLD CORPORATION

Per:    ____________________________________
           Paul F. Saxton
           President and Chief Executive Officer

Signature of Employee

Name of Employee

Address of Employee

SCHEDULE A

2005 STOCK OPTION PLAN

of

LINCOLN GOLD CORPORATION

EX-99.1

EXHIBIT 99.1

LINCOLN GOLD CORP.

325 Tahoe Drive	TEL: 604-688-7377
Carson City, NV	www.lincolngold.com
89703
September 14, 2007	OTCBB:LGCP

FOR IMMEDIATE DISSEMINATION

Lincoln Acquires Gold Property in Nevada

LINCOLN GOLD CORP. (OTCBB:LGCP) is pleased to announce that it has acquired 100% interest in two sets of patented lode mining claims and one set of unpatented lode mining claims near Yerington, Nevada. In addition the Company has staked 90 claims that surround and encompass these claims. The total claim block is being called the Pine Grove and is located approximately 20 miles south of Yerington and is accessed by excellent roads in the foothills of the Basin and Range physiographic province. The Company’s interests in both the patented and unpatented lode mining claims are subject to net smelter royalty interests and, in the case of the patented lode mining claims, the obligation to make lease payments to the owners.

The patented claims, named the Wheeler and the Wilson, have had mining activity in the past. Gold was discovered in 1866 and the area was mined extensively until 1872 with intermittent production until 1915. The Wilson and Wheeler mines produced approximately 240,000 ounces from quartz veins in the sheared and altered granitic rocks to depths of 140 feet. Mining in the past was carried out by underground mining techniques. The average grade of the ore was 1.36 ounces per ton and a cutoff of 0.5 opt was used. Gold mineralization has been identified over a 600 foot wide shear zone that strikes northwest and extends over one mile in length.

In 1990 and 1991 Teck Resources Inc. drilled both properties by reverse circulation methods. The tightest drilling is on 100 foot centers and ranges up to 200 feet. Significant gold mineralization occurs in multiple, stacked, east dipping, irregular shaped pods that range in thickness from 10 feet to over 50 feet and extend to over 300 feet in depth.

The Company is planning a drill program to test three target areas that surround and are adjacent to the Wilson and Wheeler patented claim blocks. The drill program is planned to start later this year. In addition the Company will drill four large sized holes to obtain material for metallurgical test work.

The Company has contracted with MineFill Services Inc. of Vancouver and Seattle to prepare a new geology report to meet Canadian NI 43-101 standards which will include a resource estimate using the drilling that was carried out by Teck Resources. This report is expected to be released shortly.

2

Lincoln Gold Corp. is a US-based gold exploration company located in Nevada with several projects in various stages of exploration which includes three properties in Nevada and one property in Mexico.

LINCOLN GOLD CORP.

“Jeffrey Wilson”

Vice President and COO

For more information contact:
Investor Relations: 604-688-7377
www.lincolngold.com

This Press Release may contain, in addition, to historical information, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on management's expectations and beliefs, and involve risks and uncertainties. These statements may involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein. Key factors that could cause actual results to differ materially from those described in forward-looking statements are:

(i)	the results of the NI 43-101 report on the Pine Gove properties may be different than anticipated;
(ii)	the inability of the Company to achieve the financing required to pursue the exploration of the Pine Grove properties;
(iii)	the result of further exploration of the Pine Grove properties
(iv)	the lack of commercial mineralization on the Lincoln Gold properties.

Readers are cautioned not to place undue reliance on the forward-looking statements made in this Press Release.

EX-99.2

EXHIBIT 99.2

LINCOLN GOLD CORP.

325 Tahoe Drive	Tel: 604-688-7377
Carson City, NV	www.lincolngold.com
89703
September 26, 2007	OTCBB:LGCP

FOR IMMEDIATE DISSEMINATION

LINCOLN GOLD ADVANCES EXPLORATION
AT LA BUFA, CHIHUAHUA, MEXICO

LINCOLN GOLD CORP. (OTCBB:LGCP) is pleased to announce continuing exploration on the large La Bufa gold-silver property (2,291 hectares) in the Guadalupe y Calvo mining district in southwestern Chihuahua State. Exploration is focusing on the southern extension of the Rosario vein system which extends onto the La Bufa concession. In June, the Company completed geologic mapping (1:000 scale) and rock-chip sampling of veins and stringer zones in the southern portion of the property. Anomalous sample results are coincident with previous soil sample anomalies identified in 2006.

Based on geologic mapping and sample results, 15 drill sites have been selected for angle (-45°) core drilling. Drilling is designed to encounter gold-silver mineralization with significant widths and grade along 1600 meters of vein strike. The drill sites are essentially “drill fences” across the southeast-trending vein system. All holes are targeted to reach the 2250 meter level or deeper which was historically productive in the adjacent Rosario mine. Historic production from the area, including the La Bufa zone, has been estimated at 2 million ozs gold and 28 million ozs silver from high-grade epithermal veins. Permitting consultants have visited the La Bufa property and are presently preparing a permit for the drilling program. A Technical Report compliant with Canadian National Instrument 43-101 is also near completion.

Lincoln Gold may earn up to a 60% interest in the La Bufa property from Almaden Minerals Ltd. by spending US$3.5 million over a 4 year period and issuing 1,550,000 shares.

Lincoln Gold Corp. is a US-based gold exploration company located in Nevada with several projects in various stages of exploration which includes three properties in Nevada and the La Bufa property in Mexico.

LINCOLN GOLD CORP.

“Jeffrey L. Wilson”

Vice President and COO

For more information contact:
Investor Relations: 604-688-7377
www.lincolngold.com

This press release contains information about adjacent properties on which
we have no right to explore or mine. We advise U.S. investors that the SEC’s