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

January 10, 2008
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:

[X]	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))

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

On January 10, 2008, Lincoln Gold Corporation (the “Company”) issued a news release announcing that it is completing a non-brokered private placement of 2,500,000 units at a price of US$0.20 per unit for total proceeds of US$500,000.

The Company has not yet completed its assessment as to whether the Company meets the Securities and Exchange Commission’s definition of a “foreign private issuer”, as defined under Rule 3b-4 of the Securities Exchange Act of 1934. Accordingly, the Company is filing this press release under cover of Form 8-K.

Notice Pursuant to Rule 135c Under the Securities Act of 1933, as amended (the “Securities Act”)

The securities referred to herein have not been, and will not be, offered nor issued to any person in the United States or to any US person (as defined in Rule 902 of Regulation S under the Securities Act) and this information is not intended to constitute an offer of securities for sale in the United States or to any U.S. person. The securities referred to have not been, and will not be, registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

(d)                         Exhibits

Exhibit	Description
99.1	Press Release of the Company dated January 10, 2008

SIGNATURE

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
		/s/ Paul F. Saxton
	By:
DATE: January 10, 2008		PAUL F. SAXTON
		President and Chief Executive Officer

EX-99.1

 

350, 850 Dunsmuir Street
Vancouver, BC V6C 1N5
Telephone: 604 688 7377
www.lincolngold.com

January 10, 2008 OTCBB: LGCP

FOR IMMEDIATE DISSEMINATION

PRIVATE PLACEMENT

LINCOLN GOLD CORP. (OTCBB:LGCP) announces that is completing a non-brokered private placement of 2,500,000 units at a price of US$0.20 per unit for total proceeds of US$500,000. Each unit is comprised of one share of common stock and one half share purchase warrant. Each whole purchase warrant entitles the purchaser to acquire one additional common share at a price of $0.25 per share for a period of two years from closing.

The funds will be used for general corporate purposes including land acquisition and exploration.

LINCOLN GOLD CORP.

“Paul F. Saxton”

President

For more information contact:
Corporate Communications: 604-688-7377
www.lincolngold.com

The securities being offered in the proposed private placement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements of the Securities Act.

All statements in this release, other than statements of historical facts, which address future financing, development and mining activities of Lincoln Gold Corp. are forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include Lincoln Gold Corp.’s ability to complete the contemplated private placement and Lincoln Gold Corp.’s future land acquisition and exploration.

Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. In addition, Lincoln Gold Corp.’s business and operations are subject to the risks set forth in Lincoln Gold Corp.’s most recent Form 10-KSB, Form 10-QSB and other SEC filings which are available through EDGAR at www.sec.gov. These are among the primary risks we foresee at the present time. Lincoln Gold Corp. assumes no obligation to update the forward-looking statements.