6-K

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

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December, 2008

Commission File Number: 000-25827

LINCOLN GOLD CORPORATION
(Translation of registrant's name into English)

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

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1	News Release dated October 10, 2008
99.2	Material Change Report
99.3	Notice of Meeting
99.4	Management Discussion and Analysis for the Third Quarter Ended September 30, 2008
99.5	Consolidated Financial Statements for the Third Quarter Ended September 30, 2008
99.6	Certification of Interim Filings - CEO
99.7	Certification of Interim Filings - CFO

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, thereunto duly authorized.

	Lincoln Gold Corporation
	(Registrant)
Date: December 3, 2008	By:	/s/ Paul F.Saxton
		Paul F.Saxton
	Title:	President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES.

LPT Capital Ltd.	Lincoln Gold Corp.
1383 Marinaside Crescent, Suite 805	350 – 885 Dunsmuir Street
Vancouver, British Columbia	Vancouver, British Columbia
V6Z 2W9	V6C 1N5
Tel: (604) 720-0099	Tel: (604) 688-7377

JOINT NEWS RELEASE

LPT Capital Ltd. and Lincoln Gold Corporation Announce Agreement

VANCOUVER, BRITISH COLUMBIA – October 10, 2008 – LPT Capital Ltd. ("LPT") (TSX-V: LPC.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), and Lincoln Gold Corp. ("Lincoln") (OTCBB: LGCPF) are pleased to announce that they have entered into an agreement dated October 7, 2008 (the "Letter Agreement") for the arm's length acquisition by LPT of 100% of the common shares of Lincoln or other business combination of the parties (the “Transaction”). The Transaction is intended to be LPT’s "Qualifying Transaction" under TSX-V Policy 2.4.

Lincoln is a Canada Business Corporations Act corporation and is a registrant in the USA under the United States Securities and Exchange Act of 1934 and a reporting issuer in BC.

Lincoln has been involved in the acquisition and exploration of mineral properties since 2004. Lincoln’s current operations involve two gold properties in Nevada, USA, namely the Pine Grove property and the Hannah property, and the La Bufa property in Chihuahua, Mexico. As at the date of the Letter Agreement, Lincoln holds an option to acquire an undivided 100% interest in the Nevada properties and an option to acquire a 60% interest in the La Bufa property, in each case subject to existing production royalties. Approximately $2,100,000 in exploration expenditures have been incurred by Lincoln on the Pine Grove property and the La Bufa property.

Pine Grove is an advanced-stage gold property. This historic underground producer is located approximately 20 miles south of the copper mining town of Yerington, Nevada, USA. Past production is estimated at 240,000 ozs gold. In the early 1990’s, Teck Resources drilled nearly 200 holes in the district and identified gold mineralization on the property. In 2007, Lincoln consolidated the district with two leases and 192 company-owned claims comprising six square miles. Lincoln is approaching preparation of a pre-feasibility study. The thickest and highest grade portion of the deposit is near-surface.

La Bufa is an early-stage gold-silver exploration property located in the Sierra Madre at the small mining town of Guadalupe y Calvo, Chihuahua State, Mexico. Minera Lincoln de Mexico, a subsidiary of Lincoln, controls approximately 2,300 hectares of land that surrounds the historic Rosario mine which is presently being explored by Gammon Gold. The Rosario mine produced an estimated 2 million ozs gold and 28 million ozs silver from underground operations. The productive quartz veins extend onto Lincoln’s property and warrant systematic exploration. Two core drilling campaigns have been completed at La Bufa. Both drilling programs encountered gold/silver mineralization that warrants further exploration.

In accordance with National Instrument 43-101 (“NI 43-101”), Lincoln has filed on SEDAR (www.sedar.com) a “Revised Technical Report on the Pine Grove Project, Lyon County Nevada” dated September 28, 2007 (revised December 4, 2007) and a “Technical Report on the La Bufa Property, Guadalupe y Calvo, Chihuahua State, Mexico” dated October 19, 2007.

According to unaudited financial statements for the six months ended June 30, 2008 prepared by Lincoln’s management, Lincoln had no revenues, exploration expenses of $1,122,931, administrative expenses of $154,580 and other net expenses of $57,646, resulting in a net loss of $1,335,157. As at June 30, 2008, Lincoln had a working capital deficiency of $1,799,642, total assets of $83,812, shareholders’ deficit of $1,767,120 and total liabilities of $1,850,932, all of which were current liabilities. Lincoln intends to convert more than half of its debt to common shares of Lincoln in accordance with the Debt Conversion described below. More information on Lincoln can be obtained on SEDAR.

Pursuant to the Letter Agreement, prior to the closing of the Transaction (the “Closing”), LPT will consolidate its issued and outstanding common shares (the “LPT Shares”), including the shares currently held in escrow (the “Escrow Shares”), on the basis of one and a half old LPT Shares to one new LPT Share (the “Consolidation”) and appropriately adjust all outstanding agent’s options of LPT to reflect the Consolidation. Lincoln will use all commercially reasonable efforts to convert at least $1,088,818.53 of its outstanding debt ($1,923,583 as at August 29, 2008) into common shares of Lincoln (the “Debt Conversion”) prior to the Closing.

LPT will issue to Lincoln’s shareholders 23,000,000 LPT Shares on a post-Consolidation basis in exchange for all of the issued and outstanding shares of Lincoln. Upon Closing, the outstanding warrants of Lincoln will be converted into warrants of LPT on a post-Consolidation basis at the same ratio as implied by the issuance of LPT Shares in exchange for the issued and outstanding common shares of Lincoln. As a condition of the Closing, LPT will pay a finder’s fee to Baron Global Financial Canada Ltd. of up to 1,258,333 LPT Shares (the “Finder’s Fee Shares”) on a post-Consolidation basis, subject to TSX-V approval. The proposed business combination with Lincoln, when completed, is intended to enable LPT to qualify as a Tier 2 Issuer on the TSX-V.

Concurrent with the Closing, LPT intends to complete an equity financing (the “Concurrent Financing”) to raise up to $3,000,000. The securities contemplated to be issued in the Concurrent Financing have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration. This press release does not constitute an offer of securities.

LPT has advanced $25,000 to Lincoln and will, subject to TSX-V approval, advance a further $75,000 upon receipt of TSX-V approval (collectively, the “Advances”). The Advances are non-interest bearing and are refundable to LPT only in the following circumstances:

(a)	if a written notice is sent by LPT to Lincoln advising that the Transaction will not proceed as a result of the due diligence investigations conducted by LPT having determined in good faith that there is a fundamental flaw in Lincoln's rights in its properties; or
(b)	if the Transaction does not complete in the time and in the manner contemplated in the Letter Agreement and the definitive agreement, unless such failure to complete is the result of a breach by LPT of any of its obligations thereunder.

The Letter Agreement will be superseded by a definitive agreement to be negotiated between the parties. The parties have agreed to use their commercially reasonable efforts to complete the proposed Transaction by February 15, 2009, the completion of which is subject to certain conditions, including board approval and shareholders’ approval (if necessary) of the Transaction to be obtained by both LPT and Lincoln; completion of due diligence by the parties; all applicable regulatory approvals with respect to the Transaction having been obtained; the signing of the definitive agreement; payment of the Advances to Lincoln; completion of the transfer of the Escrow Shares to persons designated by Lincoln; completion of the Debt Conversion; cancellation of LPT’s then outstanding stock options except for outstanding agent’s options; cancellation of Lincoln’s then outstanding stock options; completion of the Consolidation;

Page 2 of 5

completion of the Concurrent Financing raising up to $3 million in gross proceeds and such other closing conditions as may be specified in the definitive agreement.

Pursuant to the Letter Agreement, effective at the Closing, the board of directors of LPT will be restructured so that on completion of the Transaction, the board of directors of LPT shall consist of four directors, three of whom shall be designated by Lincoln and one of whom shall be designated by LPT. The directors and senior management team of LPT upon the Closing will include the following:

Paul Saxton - Director, President and Chief Executive Officer
Herrick Lau - Chief Financial Officer
Jeffrey L. Wilson - Vice President, Exploration
Marc S. LeBlanc – Director
Andrew F.B. Milligan – Director
Philip J. Walsh - Director

Their backgrounds are as follows:

Paul Saxton
Paul Saxton is the current President, CEO and a director of Lincoln and has been active in the mining industry since 1969, holding various positions including mining engineer, mine superintendent, President and CEO of numerous Canadian mining companies. He also holds an MBA from the University of Western Ontario.

Herrick Lau
Herrick Lau is the Vice President, Corporate Finance, of Baron Global Financial Canada Ltd. with prior experience as CFO of various listed companies and 14 years of experience in the investment banking industry. He is also a Chartered Financial Analyst (CFA) charter holder and has a BBA and a MA in Finance, both from Simon Fraser University.

Jeffrey L. Wilson
Jeff Wilson is the current Vice President, Exploration, and COO for Lincoln. He has 30 years of professional exploration experience in the United States, Mexico and Central America with emphasis on gold and has a MSc. in Geology from the University of Southern California.

Marc S. LeBlanc
Marc S. LeBlanc is a director of Lincoln and is VP Corporate Development & Corporate Secretary of Mercator Minerals Ltd., a mining company listed on the TSX. Mr. LeBlanc holds a Bachelor of Arts Degree from Simon Fraser University and an Associates Degree in Legal Studies from Capilano College. He is and has been a director or officer of a number of public mining and industrial companies.

Andrew F.B. Milligan
Andrew Milligan is the Chairman and a director of Lincoln and has been a business executive who has concentrated on mining ventures over the past 25 years. From 1984 to 1986 he was President and Chief Executive Officer of Glamis Gold Ltd. In November 1986 he was appointed President and Chief Executive Officer of Cornucopia Resources Ltd. In 1998 and 1999 Cornucopia disposed of its gold mining interests and subsequently merged with three other companies to form Quest Investment Corporation. He is currently a director of several mining companies trading on both the American Stock Exchange and the TSX-V.

Philip J. Walsh
Philip J. Walsh is a director of LPT and its President and Chief Executive Officer. He is a Chartered Accountant and is the President and sole owner of Taff Management Corp. which provides consulting, management and advisory services to junior public and private corporations. Mr. Walsh has also served as a director or officer of several other public companies.

Page 3 of 5

All scientific and technical information contained in this news release pertaining to Lincoln’s properties has been reviewed and approved by Jeffrey L. Wilson, the Vice-President, Exploration of Lincoln and a “qualified person” within the meaning of NI 43-101.

A sponsor has not been retained, and LPT plans to seek an exemption from sponsorship pursuant to section 3.4 of TSX-V Policy 2.2.

Completion of the proposed Transaction is subject to a number of conditions, including but not limited to, TSX-V acceptance and if applicable pursuant to TSX-V Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX-V has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Trading of the common shares of LPT has been halted in connection with the dissemination of this press release, and will recommence at such time as the TSX-V may determine, having regard to the completion of certain requirements pursuant to TSX-V Policy 2.4.

On behalf of LPT Capital Ltd.	On behalf of Lincoln Gold Corp.
“PHILIP J. WALSH”	“PAUL SAXTON”
Philip J. Walsh	Paul Saxton
President & CEO	President & CEO

Forward-Looking Statements: This press release contains forward-looking statements about LPT Capital Ltd. and Lincoln Gold Corporation their respective businesses and future plans, including the planned Transaction, Concurrent Financing and proposed business. Forward-looking statements are statements that are not historical facts and include: the nature of the Transaction, deemed value of securities anticipated to be issued to Lincoln shareholders, proceeds of the proposed Concurrent Financing, available exemptions for sponsorships and timing of the proposed Transaction. The forward-looking statements in this press release are subject to various risks, uncertainties and other factors that could cause post-Transaction actual results or achievements to differ materially from those expressed in or implied by forward-looking statements. These risks, uncertainties and other factors include, without limitation, uncertainty post-Transaction as to LPT’s and Lincoln’s abilities to achieve the goals and satisfy the assumptions of management; uncertainties as to the availability and cost of financing; the risk that development projects will not be completed successfully or in a timely manner; general economic factors and other factors that may be beyond the control of the parties. Forward-looking statements are based on the beliefs, opinions and expectations of the management of LPT and Lincoln, at the time they are made, and LPT and Lincoln do not assume any obligation to update its forward-looking statements if those beliefs, opinions or expectations, or other circumstances, should change.

Technical Disclosure: The technical reports described in this press release refer to the term “inferred resources”. Lincoln advises that while this term is recognized and required by NI 43-101, the U.S. Securities and Exchange Commission does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under

Page 4 of 5

Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or preliminary feasibility studies, except in rare cases. Investors are cautioned not to assume that any part or all of an inferred resource exists, or is economically or legally mineable."

Page 5 of 5

EX-99.2

EXHIBIT 99.2

FORM 51-102F3
MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Lincoln Gold Corporation (the “Company”)
Suite 350, 885 Dunsmuir Street
Vancouver, BC V6C 1N5

Item 2 Date of Material Change

October 10, 2008

Item 3 News Release

A news release was filed on SEDAR and disseminated via Newswire on October 10, 2008

Item 4 Summary of Material Change

The Company announced that they have entered into an agreement dated October 7, 2008 (the "Letter Agreement") for the arm's length acquisition by LPT of 100% of the common shares of Lincoln or other business combination of the parties (the “Transaction”). The Transaction is intended to be LPT’s "Qualifying Transaction" under TSX-V Policy 2.4.

Item 5 Full Description of Material Change

LPT Capital Ltd. ("LPT") (TSX-V: LPC.P), a capital pool company as defined under Policy 2.4 of the TSX Venture Exchange (the "TSX-V"), and Lincoln Gold Corp. ("Lincoln") (OTCBB: LGCP) are pleased to announce that they have entered into an agreement dated October 7, 2008 (the "Letter Agreement") for the arm's length acquisition by LPT of 100% of the common shares of Lincoln or other business combination of the parties (the “Transaction”). The Transaction is intended to be LPT’s "Qualifying Transaction" under TSX-V Policy 2.4.

Pursuant to the Letter Agreement, prior to the closing of the Transaction (the “Closing”), LPT will consolidate its issued and outstanding common shares (the “LPT Shares”), including the shares currently held in escrow (the “Escrow Shares”), on the basis of one and a half old LPT Shares to one new LPT Share (the “Consolidation”) and appropriately adjust all outstanding agent’s options of LPT to reflect the Consolidation. Lincoln will use all commercially reasonable efforts to convert at least $1,088,818.53 of its outstanding debt ($1,923,583 as at August 29, 2008) into common shares of Lincoln (the “Debt Conversion”) prior to the Closing.

LPT will issue to Lincoln’s shareholders 23,000,000 LPT Shares on a post-Consolidation basis in exchange for all of the issued and outstanding shares of Lincoln. Upon Closing, the outstanding warrants of Lincoln will be converted into warrants of LPT on a post-Consolidation basis at the same ratio as implied by the issuance of LPT Shares in exchange for the issued and outstanding common shares of Lincoln. As a condition of the Closing, LPT will pay a finder’s fee to Baron Global Financial Canada Ltd. of up to 1,258,333 LPT Shares (the “Finder’s Fee Shares”) on a post-Consolidation basis, subject to TSX-V approval. The proposed business combination with Lincoln, when completed, is intended to enable LPT to qualify as a Tier 2 Issuer on the TSX-V.

Concurrent with the Closing, LPT intends to complete an equity financing (the “Concurrent Financing”) to raise up to $3,000,000. The securities contemplated to be issued in the Concurrent Financing have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws, and the securities may not be offered or sold in the United States absent registration or an applicable exemption from such registration. This press release does not constitute an offer of securities.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable

Item 7 Omitted Information

None

Item 8 Executive Officer

The following senior officer of the Company is knowledgeable about the material change and may be contacted: Paul F. Saxton, President and Chief Executive Officer, Telephone: (604) 688-7377

Item 9 Date of Report

October 10, 2008

EX-99.3

EXHIBIT 99.3

Date: 19/11/2008

510 Burrard St, 3rd Floor
Vancouver BC, V6C 3B9
www.computershare.com

To: All Canadian Securities Regulatory Authorities

Subject: Lincoln Gold Corporation

Dear Sirs:

We advise of the following with respect to the upcoming Meeting of Security Holders for the subject Issuer:

Meeting Type :	Special Meeting
Record Date for Notice of Meeting :	15/12/2008
Record Date for Voting (if applicable) :	15/12/2008
Meeting Date :	21/01/2009
Meeting Location (if available) :	10th Floor, 595 Howe Street,
	Vancouver, BC, V6C 2T5

Voting Security Details:

Description	CUSIP Number	ISIN
COMMON SHARES	533593109	CA5335931096

Sincerely,

Computershare Trust Company of Canada /
Computershare Investor Services Inc.

Agent for Lincoln Gold Corporation

EX-99.4

Lincoln Gold Corporation

EXHIBIT 99.4

Management Discussion and Analysis
All amounts are stated in CDN Dollars unless otherwise noted
THIRD QUARTER ended September 30, 2008.

December 1, 2008

President’s Message to Shareholders

Dear Shareholders:

During the third quarter the Company personnel concentrated on summarizing the drilling results that were produced from the drill program completed at the La Bufa property in Chihuahua, Mexico. Drilling of La Bufa began in early March and was completed in June. New drawings were completed and structures analyzed for the next drill program. As well during the quarter a limited amount of work was carried out on the Pine Grove property near Yerington, Nevada. JBR Consultants of Reno, Nevada carried out studies on the permitting requirements and overall planning of the various studies required for permitting. No work was performed at the Hannah. The JDS property was sold and a small NSR was retained. In October 2008, the Company entered into a letter agreement with LPT Capital Limited (“LPT”) to enter into a business combination and plan of arrangement (collectively, “Plan of Arrangement”), whereby LPT would acquire 100% of the common shares of the Company in exchange for shares of LPT. LPT is a listed company on the TSX-Venture Exchange. As of the date of this MD&A, the plan of Arrangement has been approved in principle by the TSX-Venture Exchange, and both the Company and LPT are working towards entering into a definite agreement on or before January 22, 2009.

No equity financings were completed during the quarter. Corporate expenditures have been kept to a minimum due to a lack of funds and a major downturn in the market.

Advancing the La Bufa property through the first phase of drilling was an important milestone in the Company’s agenda. This was done during the first two quarters of 2008. During the third quarter all drilling data was collected and analyzed. The mineralized structures in the south-east part of the property were intersected in all but 2 of the 12 holes that were drilled. The drilling that has been completed is intended to confirm the extension of the mineralized zones in the area to depth and along strike. It is well known that the mineralized zone that lies to the north east of the La Bufa claim produced 2 million ounces of gold and over 40 million ounces of silver during the late 1800s and early 1900s. This property, the Rosario/Nanking, is now under the control of Gammon Gold of Halifax. In addition there was production from the La Bufa area that Lincoln drilled but this production was limited in size and extent. The next program of drilling will take into account all this data. All of the assay results for the holes have been received and are posted on our website and news releases have been issued on the assays results.

At the Pine Grove an additional 189 claims were staked by Lincoln to expand the total land package to 189 unpatented lode claims, 1 placer claim, 2 patented millsite claims and 2 patented lode claims covering 6 square miles. Management wants to make sure that all potentially useful and valuable ground in the area is under our control. We are satisfied now that the Pine Grove area is under our control. Earlier in the year four large diameter holes were drilled for metallurgical test purposes. Two holes were drilled each on the Wheeler and Wilson claims. No metallurgical work has been completed on the core because of a lack of funds. We need to find out as soon as possible the recoveries that can be expected under heap leach conditions. Once

	1
Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

this work is completed we can complete a scoping study and also start a plant design. A major drill program is planned to expand the resource.

We wish to thank the shareholders for their continued interest and support.

Respectfully submitted,

“Paul Saxton”

Paul Saxton
President, CEO and Director

	2
Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Management’s Discussion and Analysis (MD&A) supplements, but does not form part of the unaudited interim consolidated financial statements of the Company and the notes thereto for the period ended September 30, 2008. Consequently, the following discussion and analysis of the financial condition and results of operations for Lincoln Gold Corporation (“Lincoln Gold”, or the “Company”) should be read in conjunction with the unaudited interim financial statements for the three and six month periods ended September 30, 2008 and related notes therein, which have been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”).

This discussion and analysis should also be read in conjunction with the consolidated audited financial statements of the Company for the year ended December 31, 2007, and the notes thereto. This discussion is meant to be an update of the Management Discussion and Analysis for the fiscal year ended December 31, 2007 and does not necessarily repeat information that has not significantly changed since the audited Annual Financial Statements were issued. The audited financial statements for the year ended December 31, 2007 including the notes thereto, and other information issued by the Company, can be found on SEDAR at www.sedar.com.

Forward-Looking Statements

Certain statements contained in the following MD&A and elsewhere are considered forward-looking statements. Such statements include a number of unknown risks, uncertainties and other factors that may affect the performance of various programs underway and actual results of the programs may be materially different from any results expressed or implied. Readers are cautioned not to place undue reliance on the forward-looking statements put forward by the Company in light of the risks that are set out below.

Item 1. Date: December 1, 2008

This management discussion and analysis, dated December 1, 2008, is to accompany the interim financial statements of the Company for the fiscal quarter ended September 30, 2008.

Item 2. Overall Performance and Description of Business.

Lincoln Gold is a Canadian-based junior resource exploration company engaged in the exploration and development of base and precious metal resource properties located in Nevada, USA and Chihuahua, Mexico.

This is now the fifth year of exploration for the Company in its present form. Our exploration activities in general have resulted in the acquisition of two important projects, the Pine Grove in Nevada and the La Bufa in Chihuahua. The Company has explored and has had joint ventures on some of its other properties in Nevada with no exploration success. In 2006, the Company began a major exploration program at its La Bufa property in Chihuahua, Mexico. In addition, the Company has worked on drawing together a land package Pine Grove area of Nevada. Nearly 200 claims have been staked and other land has been purchased.

In 2006, the Company signed an option agreement with Almaden Minerals Ltd. to earn an interest in the La Bufa property, in Chihuahua, Mexico. The exploration program was started in mid 2006 but not enough work was completed to satisfy the requirements of the agreement before the anniversary date. A new exploration agreement was signed in April of 2007. The Company began a major drill program in the spring of 2008. Before the drill program started, the Company carried out a number of work programs on the property including geological mapping and soil and rock sampling. A total of 12 holes were drilled by the beginning of May 2008.

	3
Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

The Company has an operating office in Chihuahua City, which services its exploration in the Guadalupe area. The Company continues to look for exploration opportunities in Mexico.

During 2006, through negotiations with the various owners of properties, the Company acquired a number of claims in the Pine Grove area of Nevada near Yerington. Since that time the Company has added to the land package with the staking of 189 claims.

The Pine Grove property, located approximately 20 miles south of Yerington, Nevada, lies in a rich mineral district with a history of very high-grade mining. Significant gold mineralization is present on two of patented lode mining claims and one group of unpatented lode mining claims.

Gold was discovered on the patented claims, named the Wheeler and Wilson, in 1866. The area was mined extensively until 1872, with intermittent production until 1915. Underground mining on the Wilson and Wheeler mines produced approximately 240,000 ounces of gold from quartz veins in the sheared and altered granitic rocks to depths of 140 feet. The average grade of the ore was 1.36 ounces per ton with a cutoff grade of 0.5 opt. Gold mineralization has been identified in a 600-foot wide shear zone striking northwest and extending over one mile in length.

The Company’s other Nevada property – the Hannah – is located in northern Nevada in a historically rich mineral region. The Hannah was obtained through a joint venture with a local geologist/prospector and the JDS claims were staked by Lincoln and are 100% owned.

In its continuing effort to get listed on the TSX-V Exchange, in October 2008, the Company entered into a letter agreement with LPT Capital Limited (“LPT”) to enter into a business combination and plan of arrangement (collectively, “Plan of Arrangement”), whereby LPT would acquire 100% of the common shares of the Company in exchange for shares of LPT. LPT is a capital pool company incorporated in British Columbia and listed company on the TSX-Venture Exchange. As of the date of this MD&A, the Plan of Arrangement has been approved in principle by the TSX-Venture Exchange, and both the Company and LPT are working towards entering into a definite agreement on or before January 22, 2009. Upon completion of the Plan of Arrangement, LPT will hold all of Lincoln's interests in mineral properties and the resulting new company will be listed on the TSX-Venture Exchange as a Tier 2 mining issuer.

As part of the structuring of the outstanding share capital of LPT in connection with the Plan of Arrangement, LPT and Lincoln Gold agreed to a consolidation of LPT's outstanding common shares on a 1 new for 1.5 old basis. The issuance of 23,000,000 post consolidation LPT shares to Lincoln Gold’s shareholders under the Plan of Arrangement was negotiated on the basis of the consolidation having been completed. The consolidation is a condition to the closing of the Arrangement. In addition, the proposed private placement is structured on a post-consolidation basis. As part of the consolidation, in accordance with requirements of the TSX-Venture Exchange and in anticipation of the completion of the Plan of Arrangement, LPT will change its name to "Lincoln [Mining] Corporation".

Change in Functional and Reporting Currency

Effective January 1, 2008, the Company adopted the Canadian (CA) dollar as its functional and reporting currency, as a significant portion of its expenses, assets, liabilities and financing are denominated in CA dollars. All currency figures reported in these interim unaudited consolidated statements are reported in CA dollars, unless otherwise specified. Prior to January 1, 2008, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and cash flows in the United States (US) dollar. The related financial statements and corresponding notes prior to January 1, 2008 have been restated to CA dollars for comparison to the 2008 financial results.

	4
Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Item 3. Annual Information

We have summarized selected quarterly information from the Company’s financial statements, which are prepared in Canadian dollars and in accordance with Canadian generally accepted accounting principles.

		Three month periods ended September 30,									Nine month periods ended September 30,
		2008			2007			2006			2008			2007			2006
					restated			restated						restated			restated
Exploration expenses	$	97,755		$	197,447		$	69,335		$	1,888,652		$	286,228		$	100,078
Administrative expenses		102,916			389,025			35,788			479,107			501,030			181,561
Loss before other items		(200,671	)		(586,472	)		(105,123	)		(2,367,759	)		(787,258	)		(281,639	)
Interest income		157			1,999			1,166			668			3,247			2,224
Loss on disposition of equipment		(809	)		-			-			(809	)		-			-
Gain on settlement of debt		46,667			-			-			46,667			-			-
Loss and comprehensive loss for the
period	$	(154,656	)	$	(584,473	)	$	(103,957	)	$	(2,321,233	)	$	(784,011	)	$	(279,415	)
Loss per share
Basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.04	)	$	(0.02	)	$	(0.01	)

Item 4 and 5. Results of Operations, Quarterly Results

Operations

United States, Nevada - Pine Grove Property

Pursuant to an agreement dated July 13, 2007, Lincoln entered into a mining lease with the Wheeler Mining Company, the owner of the claims at the Pine Grove area just south of Yerington, Nevada comprising the Wheeler patent and the Wheeler Millsite patent claims. This lease has a 15 year term, with an option to extend the lease for each subsequent year that the underlying claims are in commercial production. The terms of this agreement include advance royalty payments of US$10,000 in the first year, and US$30,000 per year in subsequent years, along with a sliding scale net smelter return royalty ranging from 3% at a gold price of US$450 to 7% at a gold price of US$701. Under the terms of this agreement, Lincoln is obligated to deliver a feasibility study within 24 months.

Pursuant to an agreement dated July 25, 2007, Lincoln purchased from Harold Votipka the Harvest lode claim, the Winter Harvest lode claim, and the Harvest fraction lode claim, described in the table and map below. The purchase price was US$12,000 and includes a 5% royalty on production.

Pursuant to an agreement dated August 1, 2007, Lincoln entered into a mining lease option with Lyon Grove LLC, the owner of the claims comprising the Wilson patent claim described in the table and map below. This lease has a 15 year term, and can be extended for ten additional 1 year terms at Lincoln’s option on the condition that Lincoln is conducting exploration, development or mining activities on the property. Lyon Grove LLC also has the option to require Lincoln to purchase their entire interest in the property (except for the royalty, described below) for the purchase price of $1,000. The terms of this agreement include advance royalty payments of US$10,000 in the first year, and US$25,000 per year in subsequent years, along with a sliding scale net smelter return royalty ranging from 3% at a gold price of US$450 to 7% at a gold price of US$701. This agreement includes a 6 square mile area of interest that includes a 5% net smelter royalty payment on any new claims put into production.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Subsequent to the signing of these agreements the Company has staked 189 claims and the total area covered is now 6 square miles. A resource estimate has been completed by MineFill Services and this report, which is to NI43-101 standards, is filed on SEDAR.

The 2007 - 2008 Program at Pine Grove

The following disclosure on the Pine Grove project is based on the NI 43-101 compliant technical report dated September 30, 2008, prepared by David M. R. Stone of Minefill Services, Inc.

The Pine Grove project is located 20 miles due south of Yerington, Nevada via State Highway 208 (paved) to the East Walker Road (gravel) to the Pine Grove Canyon drainage.

Based on the information compiled to date, the Technical Report concluded that the Pine Grove project appears to offer significant potential for re-activating a historical mining district. The Technical Report further concluded and recommended that, before a decision can be made, additional data collection and verification is warranted, as follows:

Phase 1 - Exploration

Lands – additional claims - $30,000
Photogrammetry – stereo orthophotos and digital topography - $30,000
Reverse circulation drilling - $450,000
	48 vertical holes at Wheeler – 14,000 ft.
	33 vertical holes at Wilson – 9,000 ft.
	Total = 65 holes for 23,000 ft. at an all-in cost of $19.68/ft.
Assaying – 4600 samples - $90,000
Contract geologist - $150,000
Drill pads and reclamation work - $65,000
GIS work - $10,000
Resource update - $25,000

Total Phase 1 Budget - $850,000

Objective for Phase 1 – to confirm the grades and continuity of mineralization per the Teck drilling and resource estimate, and to test the lateral margins of the deposits at Wilson and Wheeler. Should the results prove positive, then the project should be advanced to Phase 2.

Phase 2 – Metallurgical Assessment

Metallurgical investigation - $100,000
	Bottle roll tests
	Column leach tests
	Environmental characterization

Total Phase 2 Budget - $150,000

Phase 3 – Feasibility

• Environmental Studies - $100,000
• Archeological Work - $25,000
• Engineering Design and cost estimate - $75,000
• Report Writing - $45,000

Total Phase 3 Budget - $245,000

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Total Budget Phases 1, 2 and 3 - $1,245,000

The property area has had production from the mid 1860’s to about 1915. It has been reported that approximately 240,000 ounces at a grade of 1.36 opt were mined over this period. In the early 1990’s Teck Resources Ltd drilled 185 holes on the Wilson and Wheeler properties. In 2006 Lincoln began to acquire control of the properties in this area.

There is no assurance that further exploration will result in a final evaluation that a commercially viable mineral deposit exists on this mineral property. Lincoln anticipates that it will require additional financing in order to pursue full property exploration. Lincoln does not have sufficient financing to undertake full exploration of these mineral claims at present and there is no assurance that we will be able to obtain the necessary financing.

Teck’s Drilling

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

Drilling to Test Three Targets

Lincoln Gold is planning a drill program to test three target areas that surround and are adjacent to the Wilson and Wheeler claim blocks. The program is planned to start in early 2009, if funding becomes available. This is part of the Phase 1 program noted above. In addition, the Company has drilled 1000 feet of large-sized, PQ core holes to obtain material for metallurgical test work as noted above in Phase 2. The drilling was completed as part of Phase 2. Phases 1, 2 and 3 programs can be initiated separately or all together. All three programs are necessary for a feasibility study to be undertaken.

High-grade gold was discovered in 1866 and was mined by underground methods from the Wheeler and Wilson mines until 1872 with intermittent production until 1915. The mines produced approximately 240,000 ounces from quartz veins and stockworks in sheared and altered granitic rocks to depths of 140 feet. From 1989 to 1991, Teck Resources Inc. drilled the mineralized zones for open-pit potential using reverse circulation methods. At present, there are at least 192 surface drill holes in the property to include 29 district exploration holes, 99 holes in the Wheeler deposit, 62 holes in the Wilson deposit, and 4 metallurgical core holes recently completed by Lincoln Gold. There are an additional 17 underground drill holes.

Gold resources (NI 43-101 compliant) in the Wheeler and Wilson deposits together are estimated by MineFill Services Inc. at 6.06 million tons grading 0.053 opt (1.65 g/t) gold at a cutoff grade of 0.010 opt (0.31 g/t) gold (assays capped at 0.500 opt (15.5 g/t) gold) containing approximately 320,000 ozs gold. These are classed as inferred resources. Additional drilling is planned to reaffirm these resources and to offset past exploration holes on adjacent claims. Please refer to our 43-101 report which has been filed on SEDAR.

Lincoln staked an additional 99 lode claims which has doubled the Company’s land position in the Pine Grove mining district, approximately 20 miles south of Yerington, Lyon County, Nevada. Lincoln now owns 192 lode claims and two patented claims. The Company’s property position now covers over 6 square miles.

The deposit offers potential for open pit mining with the thickest and highest grade portion near surface. Processing is expected to be by heap leach.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Lincoln is in the process of advancing the property to feasibility. The Company has contracted JBR Environmental Consultants in Reno, Nevada to guide the Company through permitting for feasibility and eventual development, and production. JBR will also assist with permitting for infill drilling, where necessary, and exploration drilling. This year, Lincoln drilled four large-diameter core holes for metallurgical samples. The core is stored in Yerington and is planned to be tested by McClelland Laboratories in Reno, Nevada. An aerial photography contractor has been selected for construction of a new topographic base map. The base map will be suitable for resource evaluation, engineering, permitting, and mining and processing operations.

Mexico, Chihuahua State - La Bufa Property

The La Bufa Project is located in the far southwest corner of the state of Chihuahua, Mexico near the town of Guadalupe y Calvo about 300 kilometers from the city of Chihuahua and 200 kilometers from the town of Hidalgo de Parral. The project is within the Guadalupe y Calvo Mining District and lies within the Sierra Madre Occidental physiographic province. The La Bufa project is comprised of three contiguous mineral concessions totaling approximately 2,291.26 hectares and is held by Lincoln Gold through letters of intent to joint venture and joint venture agreements with Almaden Minerals and their wholly owned Mexican subsidiary Minera Gavilan, S.A. de C.V. The La Bufa Property surrounds mineral concessions of approximately 439.24 hectares held by Gammon Gold where the Rosario Vein was discovered in 1836 and where nearly all of the historic production from the district was derived.

Minera Gavilan, S.A. de C.V., a Mexican corporation holds 100% title to the Property and is a wholly owned subsidiary of Almaden Minerals Ltd., a British Columbia corporation with an office at 1103 West Pender Street, Vancouver, B.C., Canada V6C 2T8. Lincoln Gold controls the La Bufa Property through an August 8, 2005 “Letter of Intent to Joint Venture” and an April 12, 2007 Joint Venture Agreement with Minera Gavilan and Almaden Minerals. The agreement allows Lincoln Gold to earn a 60% interest in the Property over a period of four years using a combination of stock and work commitments.

The La Bufa exploration concession is located in the southwest extremity of the state of Chihuahua, Mexico and is centered on the small town (mining district) of Guadalupe y Calvo in the Sierra Madre Occidental. The single exploration concession adjoins and surrounds other concessions within the district. Net area is 2,291.26 hectares (approximately 5,661.7 net acres). The nearest commercial airport is in the city of Chihuahua, 480 km by road from the property. All-season vehicle access to the property is excellent. The town of Guadalupe y Calvo is the terminus of the paved, well-maintained Mexico Highway 24 which winds 270 kilometers from mining town of Hidalgo del Parral to the northeast. Access on the concession is via dirt roads.

Exploration Programs at La Bufa

The La Bufa Property is in the early stage of exploration and presently contains no known gold or silver resources. There is no plant or equipment on the Property. The concessions encompass the town of Guadalupe y Calvo. Potential for gold-silver veins exists primarily along the eastern side of the town in low, forested and brush-covered hills.

In 2006, the Company conducted aerial photography over the entire district for the purpose of generating a topographic base map suitable for detail geologic mapping. A Mexican survey crew was contracted to survey control points required to produce the topographic maps. However, snow delayed the survey crew from access to the survey area. Surveying was completed after the snow melted.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

In March of 2008 drilling commenced on the La Bufa property. A total of 12 holes were completed by June 3. Assays received to date have been published in news releases and include the following:

		FROM-TO	INTERCEPT	AU	AG	CU	PB	ZN
HOLE	ANGLE	meters	meters	gpt	gpt	ppm or	ppm or	ppm or
NO.						%	%	%
LB-01	-45°	94.50-97.00	2.50	4.12	281	397	561	764
LB-02	-45°	73.15-76.20	3.05	1.07	5.00	161	96	309
LB-03	-45°	172.22-173.72	1.50	10.70	516	0.50%	2.54%	2.42%
LB-04	-45°	199.90-201.35	1.45	0.727	33.8	129	631	881
LB-05	-60°	152.40-153.93	1.53	1.37	10.7	289	0.27%	0.41%
LB-06	-45°	50.29-51.79	1.50	3.91	110	868	510	413
LB-07	-60°			Low	Low
LB-08	-45°			Low	Low
LB-09	-60°			Low	Low
LB-10	-60°	19.79-21.34	1.55	0.985	25.8	39	126	66
LB-11	-60°	51.82-53.32	1.50	0.549	37.8	44	126	66
		288.51-290.06	1.55	0.064	23.6	1.13%	3.69%	6.48%
LB-12	-45°	38.10-39.60	1.50	1.13	28.9	10	71	54
		39.60-41.14	1.54	4.07	75.0	137	114	49

Angle core drilling is focused on steeply dipping quartz veins and stockwork zones which extend onto the La Bufa property from the Rosario gold-silver vein system to the north. Assays have been received from the holes of which two holes contain encouraging results listed above.

Gold-silver mineralization occurs in veins and stockwork hosted in felsic tuffs which overly granitic intrusive rocks. Similar quartz vein and stockwork zones are present in other core holes.

This year, Lincoln drilled 12 angle core holes totaling 4,811 meters across the Rosario gold-silver vein system. The widely spaced holes are generally 100 to 150+ meters apart and most were drilled in two-hole “fences” at - -45° and -60°. Drilling was designed to determine the most favorable portions of the vein system in the southern part of the La Bufa property. All assays have been received. Encouraging results were received over 400 meters of vein system strike. The best four core holes include 2.5 m @ 4.12 gpt Au + 281 gpt Ag, 1.5 m @ 10.70 gpt Au + 516 gpt Ag, 1.5 m @ 3.91 gpt Au + 110 gpt Ag, and 1.54 m @ 4.07 gpt Au + 75 gpt Ag (not true thicknesses). The best hole drilled by a previous operator in the same area encountered 1.62 m @ 9.00 gpt Au + 447 gpt Ag plus 1.61 m @ 8.70 gpt Au + 503 gpt Ag (not true thicknesses). Gold-silver mineralization occurs in quartz-breccia veins and stockworks hosted in “Lower Volcanics” (tuff) which overlie granitic rocks. Gammon Gold Inc. continues to aggressively drill the adjacent Rosario mine property with a 50,000 m core drilling program and an accelerated “scoping study.”

The Company has spent well over the $1,250,000 required to be spent by April 12, 2009 for the first two work programs. The next phase of exploration expenditures of $1,000,000 is required to be completed by April 12, 2010. This next program has not been planned at this time and will not be until the results of the 2008 program have been studied in more detail. It is expected however that the next exploration program will include mapping and sampling on the northwest section of the claim block as well as a drill program in that area as well. The timing of this work is for late 2009 and/or early 2010.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

United States, Nevada - JDS Property

Lincoln was the owner of the seventy-seven (77) unpatented lode claims comprising the JDS project which covers approximately 1,540 acres (2.04 sq miles). Lincoln staked and recorded the mineral claims, which are located in Sections 14, 15, 22, 23 26 & 27 T25N R50E of Eureka County, Nevada. These mineral claims were registered in Lincoln’s name and are not subject to underlying lease payments or royalties. The JDS property was subject to annual claim maintenance fees payable to the BLM and Eureka County.

As noted in last quarters report these claims were not critical to the Company and may be dropped. In fact the Company decided to drop these claims and retained a small NSR. JDS was sold to Carlin Gold US Inc. for US$1000. Lincoln retains a 2% NSR; Carlin has a 1% NSR buy down option for US$1.0 million.

Financial results

The unaudited consolidated financial statements for the three and nine month periods ended September 30, 2008 and 2007 summarize the financial impact of our financings and investments. This discussion is meant to provide information not included in the financial statements and an explanation of some of the financial statement information.

		Quarters Ended
		September 30			June 30			March 31			December 31			September 30			June 30			March 31			December 31
		2008			2008			2008			2007			2007			2007			2007			2006
											restated			restated			restated			restated			restated
Exploration expenditures	$	97,755		$	1,122,931		$	667,966		$	109,003		$	180,965		$	39,177		$	13,992		$	31,245
Administrative expenses		83,990			154,580			160,063			254,565			408,640			103,210			41,274			157,277
Net loss before other items	$	(181,745	)	$	(1,277,511	)	$	(828,029	)	$	(363,568	)	$	(589,605	)	$	(142,387	)	$	(55,266	)	$	(188,522	)
Other items		(18,808	)		(57,646	)		(3,391	)		(1,736	)		(1,135	)		(2,078	)		(3,215	)		(5,794	)
Loss	$	(200,553	)	$	(1,335,157	)	$	(831,420	)	$	(365,304	)	$	(590,740	)	$	(144,465	)	$	(58,481	)	$	(194,316	)

The Company’s operations during the three and nine month periods ended September 30, 2008 produced a net loss of $154,656 and $2,321,233 or $0.003 and $0.04 per share, respectively, compared to a net loss of $584,473 and $784,011 or $0.01 and $0.02 per share, respectively, for the same period in 2007. As the Company does not own any revenue-producing resource properties, no mining revenues have been recorded to date. The decrease in net loss over the same period last year is largely due to decreased activities in all areas including investor relations activities, legal fees, consulting costs, and travel expenses. In addition there was a decrease in foreign exchange loss, management and professional fees, and a gain in settlement of debt. Regulatory and shareholder service costs were down as were consulting services. Management services were down while office fees associated with running the Vancouver operation were lower as well.

During the three and nine month periods ended September 30, 2008, the Company had increased exploration expenditures in Mexico at the La Bufa, and in the United States at the Pine Grove property, while there were no significant exploration expenditures in the previous year.

During the quarter ended September 30, 2008, the Company had decreased exploration expenditures because of no drilling at La Bufa in Mexico and as well the Company carried out no exploration work at the Pine Grove Property. Shareholder service and regulatory costs decreased in the period ended September 30, 2008 to $5,111 from $5,982 in 2007. The change was primarily due to decreased amounts of work being performed in this quarter on exploration

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

related matters. Shareholder service costs include such services as regulatory fees, and shareholder costs associated with the transfer agent. Management fees in the quarter ended September 2008 of $17,500 was up from the previous year’s quarter of $13,968. This all reflects on an exploration and development company that was relatively busy in the first half of 2008 in Mexico as compared to the previous year. Travel costs were down significantly from last year which reflects in reduced travel to Mexico. Investor relations costs were down to $8,614 in 2008 from $9,870 in 2007 reflecting slightly less activity in this area.

Overall there was a significant decrease in administrative activities and corresponding costs to support the operations and exploration during the three months period ended September 30, 2008. This reflected in increases in all areas, including management fees, office expenses, professional fees, foreign exchange loss and regulatory services. There was no stock based compensation during the quarter. There was no acquisition of capital equipment.

Item 6 and 7. Liquidity, Financial Position and Capital Resources

Liquidity
At September 30, 2008, the Company had cash of $2,100 and a working capital deficiency of $1,981,478, as compared to cash of $123,201 and a working capital deficiency of $71,665 at December 31, 2007.

		As at September 30,			As at December 31,
		2008			2007
					restated
Current assets	$	24,117		$	239,232
Equipment		13,035			27,602
Deferred financing costs		-			19,900
Total assets	$	37,152		$	286,734
Current liabilities	$	2,005,595		$	310,897
Total liabilites	$	2,005,595		$	310,897
Stockholders' deficiency	$	(1,968,443	)	$	(24,163	)
Working capital	$	(1,981,478	)	$	(71,665	)

The Company’s operations used $62,996 and $1,000,940 in cash during the three month and nine month periods ended September 30, 2008, respectively, as compared to $361,291 and $515,788 in 2007. The increase in cash used in operations is due to additional expenditures incurred in the exploration of the Company’s Pine Grove and La Bufa properties.

Cash used in investing activities for the three and nine month periods ended September 30, 2008 relates to the purchase and disposition of fixed assets.

Financing activities raised $30,000 and $874,791 in cash during the three and nine month periods ended September 30, 2008, respectively, for a total of $874,791, as follows: (i) the Company completed private placements for net proceeds of $279,791; (ii) proceeds of $300,000 from notes payable and; (iii) proceeds of $295,000 from convertible loans.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Capital requirements and resources
The Company as such does not have any revenue producing assets and as such relies on the equity markets for funding. This includes the raising of funds by way of the sale of shares. The Company has accumulated a large amount of debt that has to be settled. In addition the Company has a program of work that it would like to complete over the next 12 to 18 months as well as administrative costs to cover. The work program will involve the Pine Grove property and the La Bufa property. See above for details of work on both projects. The Company will need to raise about $3 million to cover the costs of debt and carry out the next work program and cover administrative costs. Plans are underway to raise these funds over the next 3 to 4 months.

Item 9. Transactions with related parties

During the period ended September 30, 2008, the Company paid management fees and consulting fees of $36,021 (2007 – $9,291) and rent, included in office, of $1,539 (2007 - $1,991) to the Vice President of the Company and management fees of $48,417 (2007 - $18,466) to a company owned by the President of the Company and consulting fees to $12,263 (2007 - $nil) to the CFO of the Company.

As at September 30, 2008, the Company owed $82,754 (2007 - $4,412) to various directors and officers of the Company which is included in accounts payable. Subsequent to the quarter end, the Company signed an agreement whereby the $76,954 of the amounts due to directors and officers would be settled as $21,579 and the issuance of 1,107,500 shares of the Company.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

Item 11. Proposed Transactions

LPT Capital Ltd. – Qualifying transaction
On October 7, 2008 the Company entered into a qualifying transaction with LPT Capital Ltd. (“LPT”). Under the terms of the agreement LPT will acquire 100% of the common shares from the shareholders of the Company and in return issue to the Company’s shareholders 23,000,000 LPT shares at a price of $0.30 per LPT share for a total value of $6,900,000 which will result in the Company shareholders holding at least 50% of the outstanding shares of LPT. The outstanding warrants of the Company will be converted into warrants of LPT based on the same share exchange ratio. All outstanding options of LPT and the Company will be cancelled with the exception of LPT’s agent options. Upon the signing of the agreement LPT advanced $25,000 to the Company

Debt Settlement
During October 2008, subject to the completion of the LPT agreement by February 28, 2009, the Company arranged to settle $1,555,813 of debt for the cash payment of $618,443 and the issuance of 18,747,400 shares of the Company. If the proposed LPT agreement does not complete by February 28, 2009, the settlement agreements become null and void.

Item 12. Critical Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expense during the reported periods. Actual results could differ from those estimates.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Reference should be made to Note 2 - Significant Accounting Policies in the notes to the Company’s audited annual consolidated financial statements for the years ended December 31, 2007 and 2006 for more information concerning the accounting principles used in the preparation of the Company’s financial statements.

Item 13. Changes in Accounting Policies including Initial Adoption

Financial instruments
The AcSB issued CICA Handbook Section 3862, Financial Instruments - Disclosures, which requires an increased emphasis on disclosing the nature and the extent of risk arising from financial statements and how the entity manages those risks. This section, together with Section 3863, “Financial Instruments – Presentation”, replaced Section 3861, “Financial Instruments –Disclosure and Presentation”. The adoption of these Sections has had no impact on the Company’s financial statements other than additional disclosure in Note 13 of the unaudited interim consolidated financial statements of the Company for the quarter ended September 30, 2008.

The AcSB issued CICA Handbook Section 3863, Financial Instruments - Presentation, which establishes standards for presentation of financial instruments and non-financial derivatives. The adoption of the Section has had no impact on the Company’s financial statements.

Other accounting implications arising upon the adoption of Section 3855 include the use of the effective interest method (“EIM”) for any transaction costs or financing fees earned or incurred for financial instruments measured at amortized cost. Where debt maturity is on demand or related to a financing, maturity is assumed to be one year from the date of issue.

Capital disclosures
The AcSB issued CICA Handbook Section 1535, Capital Disclosures, which establishes standards for the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. Other than the additional disclosure in Note 5, the adoption of this section has had no impact on the Company’s financial statements.

Foreign currency translation
Effective January 1, 2008, the Company adopted the Canadian (CA) dollar as its functional and reporting currency, as a significant portion of its expenses, assets, liabilities and financing are denominated in CA dollars. All currency figures reported in these interim unaudited consolidated statements are reported in CA dollars, unless otherwise specified. Prior to January 1, 2008, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and cash flows in the United States (US) dollar. The related financial statements and corresponding notes prior to January 1, 2008 have been restated to CA dollars for comparison to the 2008 financial results. Using the current rate method the result of this change was an opening adjustment to accumulated other comprehensive income of $5,159.

Monetary assets and liabilities denominated in currencies other than CA dollar are translated at exchange rates in effect at the balance sheet dates. Other non-monetary balance sheet items denominated in currencies other than CA dollar are translated at the rates of exchange in effect at the time the items arose. Revenue and expenses are translated at the exchange rates in effect at the time of the transaction. Gains and losses arising from fluctuations in exchange rates are included in operations for the periods in which they occur.

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Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

Assessing going concern
The Accounting Standards Board ("AcSB") amended CICA Handbook Section 1400, to include requirements for management to assess and disclose an entity's ability to continue as a going concern. This section applies to interim and annual financial statements relating to fiscal years beginning on or after January 1, 2008.

Recent Accounting Pronouncements

Goodwill and intangible assets
The Company will adopt the new standard Goodwill and Intangible Assets (Section 3064) for its fiscal year beginning January 1, 2009. This Section replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. The new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in Section 3062. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.

International financial reporting standards (“IFRS”)
In addition to the above new accounting pronouncements the Canadian Accounting Standards Board ("AcSB") in 2006 published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with International Financial Reporting Standards (“IFRS”) over a five-year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-accountable enterprises to use IFRS, replacing Canada's own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

Item 14. Financial Instruments and Other Instruments

Fair value
The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, convertible loans and notes payable. The Company classifies its cash as held-for-trading and receivables are classified as loans and receivables. Accounts payable and accrued liabilities, convertible loans and notes payable are classified as other financial liabilities and are measured at amortized cost.

The fair value of cash, receivables and accounts payable and accrued liabilities approximates their carrying value. The fair value of the convertible loans and notes payable have not been determined as no public market information is available for these types of financial instruments and it is not practicable to do so.

Foreign exchange risk
The Company’s operations in the United States and Mexico expose the Company to foreign exchange risk. The Company is subject to currency risk due to the fluctuations of exchange rates between the Canadian and U.S. dollars, as well as the Canadian dollar and Mexican pesos. The Company does not enter into derivative financial instruments to mitigate this risk.

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Phone: 604 688-7377	Website: www.lincolngold.com
2730356.1

Lincoln Gold Corporation

Credit risk
The Company’s cash is held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company’s receivables consist of GST receivable due from the Federal Government of Canada. The Company maintains cash deposits with Schedule A financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash.

Interest rate risk
Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold and financial assets or liabilities with variable interest rates.

Liquidity risk
The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company’s plan to deal with its current capital deficiency is to settle debt with issuance of shares and to complete the agreement with LPT.

Price risk
The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.

Item 15. Capital Stock, Stock Options and Warrants

Common shares

Authorized capital: Unlimited common shares, no par value

In January 2008, the Company completed a private placement of 2,067,000 units at a price of $0.20 per unit for proceeds of $413,400. Each unit consisted of one common share and one-half share purchase warrant, where each whole warrant entitles the holder to purchase one additional common share at a price of $0.25 for a period of two years. The Company paid finder’s fees of $35,375 in relation to this private placement.

On May 14, 2008, the Company completed a private placement of 400,000 units at a price of $0.20 per unit for proceeds of $80,000. Each unit consisted of one common share and one-half share purchase warrant, where each whole warrant entitles the holder to purchase one additional common share at a price of $0.25 for a period of two years.

On May 21, 2008, the Company completed a private placement of 200,000 units at a price of $0.15 per unit for proceeds of $30,000. Each unit consisted of one common share and one-half share purchase warrant, where each whole warrant entitles the holder to purchase one additional common share at a price of $0.20 for a period of two years. The company paid finder’s fees of $30,563 in relation to these two private placements.

No equity financings were carried out in the third quarter.

	15
Phone: 604 688-7377	Website: www.lincolngold.com

Lincoln Gold Corporation

On April 14, 2008, the Company issued 200,000 shares valued at $31,000 for mineral property to Almaden Minerals Ltd. pursuant to the letter of intent dated August 5, 2007.

On July 31, 2008, the Company issued 450,000 shares to a lender pursuant to a promissory note dated June 16, 2008.

On August 27, 2008, the Company issued 583,334 shares valued at $40,833 pursuant to a settlement agreement of a liability valued at US$87,500, resulting in a gain of $46,667.

Subsequent to September 30, 2008, the Company entered into agreements to settle $937,370 of debt by the issuance of 18,747,400 shares of the Company, contingent on the completion of the proposed transaction with LPT by February 28, 2009.

Stock options

The Company has a fixed stock option plan. The stock option plan permits the directors of the Company to grant incentive options to the employees, directors, officers and consultants of the Company. The maximum number of shares issuable under the stock option plan is 2,500,000.

The following are outstanding at December 1, 2008:

Common shares	55,292,000
Shares issuable on the exercise of outstanding stock options	2,450,000
Shares available for future stock option grants	50,000
Shares issuable on the exercise of share purchase warrants	9,971,000

	16
Phone: 604 688-7377	Website: www.lincolngold.com

EX-99.5

EXHIBIT 99.5

LINCOLN GOLD CORPORATION
(An Exploration Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in Canadian dollars, unless otherwise stated)

For the third quarter ended
September 30, 2008

(unaudited – prepared by management)

 

350, 885 Dunsmuir Street
Vancouver, BC V6C 1N5
Telephone: 604 688 7377
Fax: 604 688 7307

NOTICE TO READER

These unaudited interim consolidated financial statements for the third financial quarter ended September 30, 2008 have not been reviewed by our auditors. They have been prepared by Lincoln Gold Corporation’s management in accordance with accounting principles generally accepted in Canada, consistent with previous years except for the adoption of new accounting policies as described in Note 3. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2007.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Unaudited Interim Consolidated Balance Sheets

(Expressed in Canadian dollars, unless otherwise stated)

		September 30,			December 31,
		2008			2007
					(Restated -
ASSETS					Note 3)
Current
Cash	$	2,100		$	123,201
Receivables		2,166			3,131
Loan receivable (Note 7(c)(iii))		-			5,000
Prepaids and advances		19,851			107,900
		24,117			239,232
Equipment (Note 6)		13,035			27,602
Deferred financing costs (Note 9)		-			19,900
	$	37,152		$	286,734
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current
Accounts payable and accrued liabilities	$	493,783		$	210,897
Convertible loans (Note 8)		85,979			-
Notes payable (Note 8)		1,200,856			100,000
Convertible loans from related parties (Note 8)		224,977			-
		2,005,595			310,897
Shareholders' deficiency
Share capital (Note 9)
Authorized
Unlimited common shares without par value
Issued and outstanding
55,292,000 (December 31, 2007 - 51,391,666)		4,274,642			3,702,686
Share subscriptions received in advance (Note 9)		-			197,482
Accumulated other comprehensive income (Note 3)		5,159			5,159
Contributed surplus (Note 9)		1,651,942			1,649,463
Deficit		(7,900,186	)		(5,578,953	)
		(1,968,443	)		(24,163	)
	$	37,152		$	286,734

Nature and continuance of operations (Note 1)
Subsequent events (Note 16)

On behalf of the Board:

“Paul Saxton”	Director	“Andrew Milligan”	Director
Paul Saxton		Andrew Milligan

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Unaudited Interim Consolidated Statements of Operations, Comprehensive Loss and Deficit

(Expressed in Canadian dollars, unless otherwise stated)

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2008			2007			2008			2007
					(Restated -						(Restated -
					Note 3)						Note 3)
Exploration Expenses (Note 7)	$	97,775		$	197,447		$	1,888,672		$	286,229
Administrative Expenses
Administrative support		13,914			8,807			41,741			8,807
Amortization		45			578			8,710			1,900
Consulting fees		8,050			25,601			34,457			28,599
Foreign exchange loss		(21,288	)		1,825			3,175			2,944
Interest expense (Note 8)		4,735			(3,134	)		68,762			-
Investor relations		8,614			9,870			58,293			30,009
Management fees		17,500			13,968			48,417			28,429
Office		8,767			8,822			29,588			22,377
Professional fees		55,780			50,185			145,718			99,147
Property investigation and due diligence		1,612			-			4,116			-
Regulatory and shareholder services		5,111			5,982			28,596			9,025
Stock-based compensation		-			262,480			-			262,480
Travel and entertainment		56			4,041			7,514			7,312
Loss before other items		(200,671	)		(586,472	)		(2,367,759	)		(787,258	)
Other items
Interest income		157			1,999			668			3,247
Loss on disposition of equipment		(809	)		-			(809	)		-
Gain on settlement of debt (Note 9)		46,667			-			46,667			-
Loss and Comprehensive Loss for the period		(154,656	)		(584,473	)		(2,321,233	)		(784,010	)
					-
Deficit, beginning of period		(7,745,530	)		(4,622,908	)		(5,578,953	)		(4,419,963	)
Deficit, end of period	$	(7,900,186	)	$	(5,207,381	)	$	(7,900,186	)	$	(5,203,973	)
Basic and diluted loss per common share		(0.00	)		(0.01	)		(0.04	)		(0.02	)
Weighted average shares outstanding		54,778,263			48,897,000			53,906,682			45,749,000

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Unaudited Interim Consolidated Statements of Cash Flows

(Expressed in Canadian dollars, unless otherwise stated)

		For the Three Months						For the Nine Months
		Ended September 30,						Ended September 30,
		2008			2007			2008			2007
					(Restated -						(Restated -
					Note 3)						Note 3)
Cash Flows From Operating Activities
Loss for the period	$	(154,656	)	$	(590,740	)	$	(2,321,233	)	$	(793,686	)
Items not affecting cash:
Amortization		45			578			8,710			1,900
Loss on disposition of equipment		809						809
Shares issued for mineral properties		-			-			31,000			16,222
Stock-based compensation		-			262,480			-			262,480
Interest expense		15,956			-			58,217			-
Gain on settlement of debt		(46,667	)		-			(46,667	)		-
Exploration services for note payable		-			-			800,000			-
Unrealized foreign exchange		1,525			-			3,824			-
Changes in non-cash working capital items
Decrease (Increase) in receivables		6,527			(6,454	)		965			(6,454	)
Decrease (increase) in prepaids and advances		(498	)		-			88,049			5,707
Decrease (increase) in accounts payable
and accrued liabilities		108,963			(24,251	)		370,386			1,797
Decrease in loan receivable		5,000			-			5,000			-
Increase in amounts due to related parties		-			(2,904	)		-			(3,754	)
Net cash used in operating activities		(62,996	)		(361,291	)		(1,000,940	)		(515,788	)
Cash Flows From Financing Activities
Shares issued for cash		-			451,614			325,918			805,438
Share issue costs		-			(24,065	)		(46,127	)		(40,270	)
Proceeds from convertible loans		-			-			75,000			-
Proceeds from notes payable		-			-			300,000			-
Proceeds from convertible loans from
related parties		30,000			-			220,000			-
Net cash provided by financing activities		30,000			427,549			874,791			765,168
Cash Flows From Investing Activities
Acquisition of equipment		-			-			(11,804	)		(989	)
Disposition of equipment		16,852			-			16,852			-
Net cash used in investing activities		16,852			-			5,048			(989	)
Effect of Foreign Exchange on Cash		-			3,958			-			10,185
Change in cash during the period		(16,144	)		70,216			(121,101	)		258,576
Cash, beginning of period		18,244			213,975			123,201			25,615
Cash, end of period	$	2,100		$	284,191		$	2,100		$	284,191
Supplementary disclosure with respect to cash flows (Note 14)
Cash paid for interest	$	-		$	-		$			$
Cash paid for income taxes	$	-		$	-		$			$

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

1.	NATURE AND CONTINUANCE OF OPERATIONS
	Lincoln Gold Corporation (the “Company”) was incorporated in the State of Nevada, USA, on February 17, 1999 under the name of Braden Technologies Inc. Effective March 26, 2004, the Company acquired 100% of the issued and outstanding shares of Lincoln Gold Corp., a private company incorporated in the State of Nevada, USA, on September 25, 2003. On April 6, 2004, the Company and its subsidiary, Lincoln Gold Corp., merged to form Lincoln Gold Corporation.
	On November 20, 2007, the Company completed a continuation changing its corporate jurisdiction from Nevada to Canada under the Canada Business Corporations Act (“CBCA”). Unlike the Nevada jurisdiction, the Company chose under the CBCA to not have par value shares and, accordingly, prior period share capital amounts have been revised to reflect this change. In addition, the Company changed its authorized share capital from 100,000,000 to unlimited.
	The Company is engaged in the acquisition and exploration of mineral properties, with the primary aim of developing properties to a stage where they can be exploited for a profit. To date, the Company and its subsidiary have not earned any revenues and are considered to be in the exploration stage.
	These financial statements have been prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP") under the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has a history of operating losses and has a working capital deficiency of $1,981,476 at September 30, 2008 (December 31, 2007 – deficiency $71,665). These interim financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
	The operations of the Company have been primarily funded by the issuance of share capital and debt. Continued operations of the Company are dependent on the Company's ability to complete additional equity financings or generating profitable operations in the future. Such financings may not be available or may not be available on reasonable terms.
	In October 2008, the Company entered into a qualifying transaction with LPT Capital Limited (“LTP”) whereby LPT would acquire 100% of the common shares of the Company in exchange for shares of LPT. Concurrent with the transaction, LPT will complete an equity financing by way of a public offering to raise up to $3,000,000. The transaction has been approved in principle by the TSX-Venture Exchange (“Exchange”), and both the Company and LPT are working towards entering into a definite agreement on or before January 22, 2009 (see Note 16(a)).
2.	BASIS OF PRESENTATION AND ADOPTION OF ACCOUNTING POLICIES
	These unaudited interim consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Minera Lincoln de Mexico, S.A. de C.V. (“Lincoln Mexico”), from the date of formation. All significant intercompany accounts and transactions between the Company and its subsidiary have been eliminated.
	The consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in Canada. They do not include all information and disclosures required for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2007.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

2.	BASIS OF PRESENTATION AND ADOPTION OF ACCOUNTING POLICIES (continued…)
	The accounting policies followed by the Company are set out in note 2 to the audited consolidated financial statements for the year ended December 31, 2007, and have been consistently followed in the preparation of these interim consolidated financial statements except that the Company has adopted the new policies described in note 3, effective January 1, 2008.
	Where applicable, comparative figures have been reclassified to conform with the presentation used in the current year.
3.	CHANGES IN ACCOUNTING POLICIES
	Effective January 1, 2008, the Company adopted the following accounting policies:

a)	Financial instruments
	The AcSB issued CICA Handbook Section 3862, Financial Instruments - Disclosures, which requires an increased emphasis on disclosing the nature and the extent of risk arising from financial statements and how the entity manages those risks. This section, together with Section 3863, “Financial Instruments – Presentation”, replaced Section 3861, “Financial Instruments – Disclosure and Presentation”. The adoption of these Sections has had no impact on the Company’s financial statements other than additional disclosure in Note 13.
	The AcSB issued CICA Handbook Section 3863, Financial Instruments - Presentation, which establishes standards for presentation of financial instruments and non-financial derivatives. The adoption of the Section has had no impact on the Company’s financial statements.
	Other accounting implications arising upon the adoption of Section 3855 in fiscal 2007 include the use of the effective interest method (“EIM”) for any transaction costs or financing fees earned or incurred for financial instruments measured at amortized cost. Where debt maturity is on demand or related to a financing, maturity is assumed to be one year from the date of issue.
b)	Capital disclosures
	The AcSB issued CICA Handbook Section 1535, Capital Disclosures, which establishes standards for the disclosure of (i) an entity’s objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance. Other than the additional disclosure in Note 5, the adoption of this section has had no impact on the Company’s financial statements.
c)	Foreign currency translation
	Effective January 1, 2008, the Company adopted the Canadian (CA) dollar as its functional and reporting currency, as a significant portion of its expenses, assets, liabilities and financing are denominated in CA dollars. All currency figures reported in these interim unaudited consolidated statements are reported in CA dollars, unless otherwise specified. Prior to January 1, 2008, the Company reported its annual and quarterly consolidated balance sheets and the related consolidated statements of operations and cash flows in the United States (US) dollar. The related financial statements and corresponding notes prior to January 1, 2008 have been restated to CA dollars for comparison to the 2008 financial results. Using the current rate method the result of this change was an opening adjustment to accumulated other comprehensive income of $5,159.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

4.	CHANGES IN ACCOUNTING POLICIES (continued…)
	Monetary assets and liabilities denominated in currencies other than CA dollar are translated at exchange rates in effect at the balance sheet dates. Other non-monetary balance sheet items denominated in currencies other than CA dollar are translated at the rates of exchange in effect at the time the items arose. Revenue and expenses are translated at the exchange rates in effect at the time of the transaction. Gains and losses arising from fluctuations in exchange rates are included in operations for the periods in which they occur.
5.	RECENT ACCOUNTING PRONOUNCEMENTS

a)	Goodwill and intangible assets
	The Company will adopt the new standard Goodwill and Intangible Assets (Section 3064) for its fiscal year beginning January 1, 2009. This Section replaces Section 3062, Goodwill and Other Intangible Assets, and Section 3450, Research and Development Costs. The new Section establishes standards for the recognition, measurement, presentation and disclosure of goodwill subsequent to its initial recognition and of intangible assets by profit-oriented enterprises. Standards concerning goodwill are unchanged from the standards included in Section 3062. The Company is currently evaluating the impact of the adoption of this new Section on its consolidated financial statements.
b)	International financial reporting standards (“IFRS”)
	In addition to the above new accounting pronouncements the Canadian Accounting Standards Board ("AcSB") in 2006 published a new strategic plan that will significantly affect financial reporting requirements for Canadian companies. The AcSB strategic plan outlines the convergence of Canadian GAAP with International Financial Reporting Standards (“IFRS”) over a five-year transitional period. In February 2008 the AcSB announced that 2011 is the changeover date for publicly-accountable enterprises to use IFRS, replacing Canada's own GAAP. The date is for interim and annual financial statements relating to fiscal years beginning on or after January 1, 2011. The transition date of January 1, 2011 will require the restatement for comparative purposes of amounts reported by the Company for the year ended December 31, 2010. While the Company has begun assessing the adoption of IFRS for 2011, the financial reporting impact of the transition to IFRS cannot be reasonably estimated at this time.

6.	CAPITAL MANAGEMENT
	The Company manages its capital structure and makes adjustments to it, based on the funds available to the Company, in order to support the acquisition, exploration and development of mineral properties. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company’s management to sustain future development of the business.
	The properties in which the Company currently has an interest are in the exploration stage; as such the Company has historically relied on the equity markets to fund its activities. In addition, the Company is dependent upon external financings to fund activities. In order to carry out planned exploration and pay for administrative costs, the Company will need to raise additional funds. The Company will continue to assess new properties and seek to acquire an interest in additional properties if it feels there is sufficient geologic or economic potential and if it has adequate financial resources to do so.
	Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

6. EQUIPMENT

		September 30, 2008						December 31, 2007
				Accumulated		Net				Accumulated		Net
		Cost		Amortization		Book Value		Cost		Amortization		Book Value
Computer equipment	$	7,610	$	5,572	$	2,038	$	7,610	$	4,181	$	3,429
Computer software		1,345		1,345		-		1,345		1,345		-
Mining equipment		11,804		2,531		9,273		-		-		-
Office equipment		4,225		2,501		1,724		4,225		1,868		2,357
Vehicle		-		-		-		23,597		1,781		21,816
	$	24,984	$	11,949	$	13,035	$	36,777	$	9,175	$	27,602

7. MINERAL PROPERTY INTERESTS

The Company’s mineral property interests are comprised of properties located in the United States and in Mexico.

During the nine-month period ended September 30, 2008, the Company incurred exploration expenditures as follows:

		United States								Mexico
		Hannah			JDS			Pine Grove		La Bufa		Total
Exploration and related expenditures
Option, lease and advance
royalty payments	$	16,430		$	-		$	58,250	$	31,000	$	105,680
Geochemistry		-			-			-		476		476
Contractors		927			996			53,234		91,383		146,540
Drilling and metallurgical		-			-			269,938		1,140,391		1,410,329
General administration		-			-			8,474		33,920		42,394
Geologic mapping and imagery		-			-			409		236		645
Maintenance		3,370			(1,080	)		64,581		5,975		72,846
Field supplies		-			-			2,220		11,785		14,005
Resource estimation		-			-			22,799		-		22,799
Reclamation		(1,383	)		-			-		-		(1,383	)
Shipping		-			-			-		401		401
Travel and accommodation		263			104			10,165		63,408		73,940
Total mineral property expenditures	$	19,607		$	20		$	490,070	$	1,378,975	$	1,888,672

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

7.	MINERAL PROPERTY INTERESTS (continued…)
	United States
	a)	Hannah Property
		On December 24, 2003, the Company entered into an option agreement to acquire a 100% interest in certain unpatented lode claims situated in Churchill County, Nevada, USA. The option agreement called for net smelter royalties of 1% to 4% upon production. Pursuant to the option agreement, the Company is required to make option payments totaling US$210,000 as follows:
			US$5,000 upon signing the agreement (paid);
			US$5,000 on January 10, 2005 (paid);
			US$10,000 on January 10, 2006 (paid);
			US$15,000 on January 10, 2007 (paid; see below);
			US$25,000 on January 10th of each year from 2008 to 2012; and (see below)
			US$50,000 on January 10, 2013.
		On January 7, 2007 the Company amended the agreement whereby the US$15,000 due on January 10, 2007 would be paid in equal quarterly installments of US$3,750 (paid).
		On January 10, 2008 the Company amended the Hannah agreement whereby the US$25,000 due on January 10, 2008 would be lowered to US$20,000 and be paid in equal quarterly installments throughout 2008 (US$10,000 paid), US$5,000 accrued and paid subsequent to September 30, 2008.
	b)	JDS Property
		In fiscal 2004, the Company acquired, by staking, a 100% interest in certain mineral claims in Eureka County, Nevada, USA.
		On August 28, 2008 the Company entered into an agreement with Carlin Gold US Inc. (“Carlin”) to sell the property to Carlin in return for a 2% net smelter royalty. Carlin has the option to purchase 1% of the royalty for US$500,000 for each ½ of 1% of the net smelter return.
	c)	Pine Grove Property
		During fiscal 2007 the Company entered into three separate agreements with Wheeler Mining Company (“Wheeler”), Lyon Grove, LLC (“Lyon Grove”) and Harold Votipka (“Votipka”) which collectively comprise the Pine Grove Property.
		i)	On July 13, 2007 the Company entered into an agreement with Wheeler to lease Wheeler’s 100% owned mining claims in Lyon County, Nevada from July 13, 2007 to December 31, 2022 with an exclusive option to renew the lease by written notice to December 31, 2023. If the property is and remains in commercial production by November 1 of each year after 2022, the Company may renew the lease for a period of one year by delivering written notice to the owner prior to November 15 of that year.
			The Company must produce a bankable feasibility study on the properties by July 1, 2009 and obtain all necessary funding to place the properties into commercial production. The Company must pay a net smelter royalty of 3% - 7% upon commencement of commercial mining production based on gold prices and the Company must pay a 5% net smelter royalty on metals or minerals other than gold produced and sold from the properties.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

7. MINERAL PROPERTY INTERESTS (continued…)

The following non-refundable advance net smelter royalty payments must be made by the Company:
	º	US$10,000 upon signing the agreement (paid); and
	º	US$30,000 prior to each one year anniversary of the lease. (US$30,000 accrued and paid subsequent to September 30, 2008)
ii)	On July 30, 2007 the Company entered into an agreement with Votipka to acquire three claims located within the Pine Grove Mining District in Lyon County, Nevada in return for a payment of US$12,000 (paid). Upon commencement of commercial production, the Company will pay a 5% net smelter royalty to Votipka.
iii)	On August 1, 2007 the Company entered into an agreement with Lyon Grove to lease the Wilson Mining Claim Group located in Lyon County, Nevada from August 1, 2007 to July 31, 2022, with an option to purchase. The Company can extend the term of the lease for up to ten additional one year terms providing the Company is conducting exploration mining activities at the expiration of the term immediately preceding the proposed extension term. The following lease payments must be made by the Company:
	º	US$10,000 upon signing the agreement (paid) and
	º	US$25,000 prior to each one year anniversary of the lease. (US$20,000 accrued and paid subsequent to September 30, 2008)
	The Company advanced US$5,000 bearing an interest rate of 5% per annum to be repaid by July 31, 2008. The loan and interest was offset against the lease payment due on August 1, 2008.
	The lease payment made for any one calendar year may be credited against any net smelter royalty due and payable during the same calendar year.
	The following work commitments must be made by the Company:
	º	US$25,000 by August 1, 2008; (incurred)
	º	US$25,000 by August 1, 2009;
	º	US$50,000 by August 1, 2010;
	º	US$50,000 by August 1, 2011
	º	US$25,000 by August 1, 2012 and each subsequent lease year

Upon commencement of production the Company must pay a net smelter royalty of 3% - 7% based on gold prices.

Lyon Grove retains the right to require the Company to purchase the property any time after the Company has made application to permit and develop a mine on the property, subject to the Company’s continued obligation to pay the royalties, for US$1,000.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

7. MINERAL PROPERTY INTERESTS (continued…)

Mexico

La Bufa Property

On August 5, 2005, the Company entered into a Letter of Intent with Almaden Minerals Ltd. (“Almaden”) to form a joint venture for the exploration and development of the La Bufa property, located in Chihuahua, Mexico. Under the Letter of Intent, the Company may acquire a 51% interest in the La Bufa property by spending US$2,000,000 on the property over four years and by issuing 350,000 shares of the Company to Almaden over a five year period (50,000 shares issued at a value of US$10,000 on March 15, 2006). The Company issued 60,000 shares, valued at US$9,600 on April 16, 2007.

On April 12, 2007, the Company entered into an option agreement with Almaden to acquire a 60% interest in the La Bufa property located in Chihuahua, Mexico. This agreement replaces the prior Letter of Intent. The agreement calls for the Company to undertake a work program on the property aggregating US$3,500,000 and issuing an aggregate of 1,550,000 shares as follows:

Work Program:
º By April 12, 2008	US$ 500,000 (incurred)
º By April 12, 2009	US$ 750,000
º By April 12, 2010	US$1,000,000
º By April 12, 2011	US$1,250,000
Share issuances:
º By April 19, 2007	150,000 shares (issued April 16, 2007)
º By April 12, 2008	200,000 shares (issued April 8, 2008)
º By April 12, 2009	200,000 shares
º By April 12, 2011	1,000,000 shares

On April 8, 2008, the Company issued 200,000 shares, valued at $31,000, as per the option agreement.

8.	NOTES PAYABLE
	Convertible loan
	On March 3, 2008, the Company borrowed convertible loan proceeds of $75,000. The Company also entered into a general security agreement (“GSA”) whereby the loan is secured by way of general charge over the Company’s present and after acquired property. The Company agreed to repay the principal and interest upon completing a financing of more than $500,000.
	The principal amount bears interest at 8% per annum, compounded weekly for the first two weeks, and thereafter at the rate of 24% per annum compounded weekly, payable following the repayment of the principal. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of common stock of the Company at a rate of $0.20 per share. The Company agreed to issue 37,500 share purchase warrants in relation to this convertible loan, each warrant entitling the lender to purchase one common share of the Company at $0.25 per share for a period of two years. The fair value of the warrants was estimated to be $2,479 and has been treated as a transaction cost.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

8. NOTES PAYABLE (continued…)

The fair value of the warrants of $2,479 was estimated using the Black Scholes option pricing model with the following assumptions: i) expected volatility of 93.5%; risk free interest rate of 2.6%; iii) expected weighted average life of 6 months; and iv) no dividend yield. The Company determined that the equity component of the convertible loan was not significant.

Convertible loans from related parties

During the nine months ended September 30, 2008, the Company received convertible loan proceeds of $181,000 from the CEO. The principal amount bears interest at 5% per annum, and has no specific term of repayment. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of common stock of the Company at a rate equal to the average trading price of the stock over the last five days prior to conversion. The Company determined that the equity component of the convertible loan was not significant.

Subsequent to September 30, 2008, the Company signed an agreement whereby the $181,000 loan would be settled as $10,000 cash and 3,420,000 shares of the Company contingent on the completion of the transaction with LPT by February 28, 2009 (see Note 16).

During the nine months ended September 30, 2008, the Company received further convertible loan proceeds of $39,000 from a director of the Company. The principal amount bears interest at 5% per annum until December 31, 2008, and at 10% per annum subsequent to December 31, 2008. At any time that the principal and interest shall remain outstanding, the lender has the right to convert such principal and interest to shares of common stock of the Company at a rate equal to the average trading price of the stock over the last five days prior to conversion. The Company determined that the equity component of the convertible loan was not significant.

Subsequent to September 30, 2008, the Company signed an agreement whereby the $39,000 loan would be settled as $14,000 cash and 500,000 shares of the Company contingent on the completion of the transaction with LPT by February 28, 2009 (see Note 16).

Notes payable

On January 28, 2004, the Company issued a US$200,000 convertible note. The note carried an interest rate of 10% compounded monthly and was due on January 28, 2006.

On September 15, 2005 the Company completed an agreement whereby the Company repaid US$100,000 of the convertible note along with US$35,000 accrued interest and agreed to repay the remaining US$100,000 within sixty days. With the completion of the first payment the conversion feature was cancelled. The note is currently in default and $35,574 of accrued interest is included in accounts payable and accrued liabilities at September 30, 2008.

Subsequent to September 30, 2008, the Company signed an agreement whereby the US$100,000 loan would be settled for a cash payment of US$50,000 and the issuance of 1,000,000 shares of the Company contingent on the completion of the transaction with LPT by February 28, 2009 (see Note 15).

On June 16, 2008 the Company issued a promissory note in return for $300,000. The note bears interest at a rate of 10% per year. The principal and interest are payable at the earliest of June 16, 2009 or when the Company completes a financing of $1,500,000 or greater. In consideration for this loan the Company agreed to issue 450,000 shares to the lender. These shares were issued subsequent to September 30, 2008 and were valued at $42,750. Accordingly, transaction fees of $42,750 were recorded at September 30, 2008.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

8. NOTES PAYABLE (continued…)

Subsequent to September 30, 2008, the Company signed an agreement whereby the $300,000 loan would be settled for the issuance of 6,000,000 shares of the Company contingent on the completion of the transaction with LPT by February 28, 2009 (see Note 16).

On August 20, 2008, the Company issued a promissory note in the amount of $800,000 in return for drilling services accrued in accounts payable. The note is due on demand, any time after February 15, 2009, and accrues interest at 1.5% per month. After demand, the note shall accrue interest at a rate of 2% per month.

Subsequent to September 30, 2008, the Company signed an agreement whereby the $800,000 loan would be settled for the cash payment of $500,000 and the issuance of 6,000,000 shares of the Company contingent on the completion of the transaction with LPT by February 28, 2009 (see Note 16).

9. SHARE CAPITAL AND CONTRIBUTED SURPLUS

	Number		Share			Contributed
	of Shares		Capital			Surplus
Balance, December 31, 2006	42,990,000	$	2,824,934		$	1,405,132
Shares issued for obligation	666,666		85,434			-
Shares issued for mineral property	210,000		27,150			-
Private placement	7,525,000		812,986			-
Share issue costs	-		(47,818	)		-
Stock-based compensation	-		-			244,331
Balance, December 31, 2007	51,391,666		3,702,686			1,649,463
Warrants issued for financing costs	-		-			2,479
Private placement	2,067,000		413,400			-
Share issue costs	-		(35,375	)		-
Shares issued for mineral property	200,000		31,000			-
Private placement	600,000		110,000			-
Share issue costs	-		(30,652	)		-
Shares issued for financing cost	450,000		42,750			-
Shares issued for debt settlement	583,334		40,833			-
Balance, September 30, 2008	55,292,000	$	4,274,642		$	1,651,942

Share issuances

In January 2008, the Company completed a private placement of 2,067,000 units at a price of $0.20 per unit for proceeds of $413,400. Each unit consisted of one common share and one-half share purchase warrant, where each whole warrant entitles the holder to purchase one additional common share at a price of $0.25 for a period of two years. The Company paid finder’s fees of $35,375 in relation to this private placement. As at December 31, 2007, the Company had received $197,482 of subscriptions towards this private placement and incurred $19,900 of deferred financing fees.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

9. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued…)

In May 2008, the Company completed a private placement of 400,000 units at a price of $0.20 per unit for proceeds of $80,000. Each unit consisted of one common share and one-half share purchase warrant, where each whole warrant entitles the holder to purchase one additional common share at a price of $0.25 for a period of two years.

In May 2008, the Company completed a private placement of 200,000 units at a price of $0.15 per unit for proceeds of $30,000. Each unit consisted of one common share and one-half share purchase warrant, where each whole warrant entitles the holder to purchase one additional common share at a price of $0.20 for a period of two years. The Company paid finder’s fees of $30,563 in relation to these two private placements.

During the nine months ended September 30, 2008, the Company issued 583,334 shares at a value of $40,833 to settle a US$87,500 liability owing to a former consultant of the Company resulting in a gain of $46,667.

In June 2008 the Company issued a promissory note in the amount of $300,000. In consideration for this loan, the Company issued 450,000 shares to the lender which were valued at $42,750.

10. STOCK OPTIONS

In fiscal 2004, the Board of Directors approved the 2004 Stock Option Plan for a maximum of 2,500,000 shares available to be granted to directors, officers, employees and consultants. The stock option exercise price is set at the fair market value of the shares at the date of grant. The term of the stock options, once granted, is not to exceed ten years. The vesting period of the stock options is set at the discretion of the Board of Directors.

On February 23, 2005, the Board of Directors approved the 2005 Stock Option Plan for a maximum of 2,000,000 shares available to be granted to directors, officers, employees and consultants. The stock option exercise price is set at the fair market value of the shares at the date of grant. The term of the stock options, once granted, is not to exceed ten years. The vesting period of the stock options is set at the discretion of the Board of Directors.

On September 25, 2007 the Company amended the 2005 Stock Option Plan adjusting the maximum number of shares available to be granted from 2,000,000 to 2,500,000.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

10. STOCK OPTIONS (continued…)

The change in stock options outstanding is as follows:

	September 30, 2008		December 31, 2007
		Weighted			Weighted
		Average			Average
	Number	Exercise	Number		Exercise
	Of Options	Price	Of Options		Price
At January 1	2,450,000	US$ 0.25	2,390,000		US$ 0.60
Granted	-	-	2,450,000		0.25
Excercised	-	-	-		-
Expired or forfeited	-	-	(2,390,000	)	(0.60	)
At September 30, 2008	2,450,000	US$ 0.25	2,450,000		US$ 0.25

As at September 30, 2008 the following options are outstanding:

Number	Exercise
Of Options	Price	Expiry Date
2,450,000	US $ 0.25	September 25, 2010

11. WARRANTS

As at September 30, 2008 the following warrants are outstanding:

Number	Exercise
Of Warrants	Price	Expiry Date
1,075,000	US $ 1.35	July 27, 2010
3,275,000	US $ 0.15	May 28, 2009
4,250,000	US $ 0.15	August 23, 2009
1,033,500	$ 0.25	January 21, 2010
37,500	$ 0.25	March 3, 2010
200,000	$ 0.25	May 14, 2010
100,000	$ 0.20	May 21, 2010
9,971,000

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

11. WARRANTS (continued…)

Share purchase warrant transactions are summarized as follows:

				Weighted
				Average
	Number			Exercise
	Of Shares			Price
Balance, December 31, 2006	4,757,500		$	0.71
Issued	7,525,000		$	0.16
Expired	(3,145,000	)	$	0.52
Balance, December 31, 2007	9,137,500		$	0.31
Issued	1,371,000		$	0.25
Expired	(537,500	)	$	0.36
Balance, September 30, 2008	9,971,000		$	0.29

12. RELATED PARTY TRANSACTIONS

During the period ended September 30, 2008, the Company paid management fees and consulting fees of $36,021 (2007 – $9,291) and rent, included in office, of $1,539 (2007 - $1,991) to the Vice President of the Company, management fees of $48,417 (2007 - $18,466) to company owned by the President of the Company and consulting fees of $12,263 (2007 - $nil) to the CFO of the Company.

As at September 30, 2008, the Company owed $82,754 (2007 - $4,412) to various directors and officers of the Company which is included in accounts payable. Subsequent to September 30, 2008, the Company signed an agreement whereby $76,954 of the amounts due to directors and officers would be settled through a cash payment of $21,579 and the issuance of 1,107,500 shares of the Company (see Note 16).

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

(a) Fair value

The Company’s financial instruments consist of cash, receivables, accounts payable and accrued liabilities, convertible loans and notes payable. The Company classifies its cash as held-for-trading and receivables are classified as loans and receivables. Accounts payable and accrued liabilities, convertible loans and notes payable are classified as other financial liabilities and are measured at amortized cost.

The fair value of cash, receivables and accounts payable and accrued liabilities approximates their carrying value. The fair value of the convertible loans and notes payable have not been determined as no public market information is available for these types of financial instruments and it is not practicable to do

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

so. The terms and conditions of the loans are detailed in Note 8.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

13. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued…)

(b) Foreign exchange risk

The Company’s operations in the United States and Mexico expose the Company to foreign exchange risk. The Company is subject to currency risk due to the fluctuations of exchange rates between the Canadian and U.S. dollars, as well as the Canadian dollar and Mexican pesos. The Company does not enter into derivative financial instruments to mitigate this risk.

(c) Credit risk

The Company’s cash is held in large Canadian financial institutions. The Company does not have any asset-backed commercial paper. The Company’s receivables consist of GST receivable due from the Federal Government of Canada. The Company maintains cash deposits with Schedule A financial institutions, which from time to time may exceed federally insured limits. The Company has not experienced any losses and believes it is not exposed to any significant credit risk from cash.

(d) Interest rate risk

Interest rate risk is the risk the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Financial assets and liabilities with variable interest rates expose the Company to cash flow interest rate risk. The Company does not hold and financial assets or liabilities with variable interest rates.

(e) Liquidity risk

The Company’s ability to continue as a going concern is dependent on management’s ability to raise required funding through future equity issuances and through short-term borrowing. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. Management and the Board of Directors are actively involved in the review, planning and approval of significant expenditures and commitments.

The Company’s plan to deal with its current capital deficiency is to settle debt with issuance of shares and to complete the agreement with LPT (see Note 16).

(f) Price risk

The ability of the Company to explore its mineral properties and the future profitability of the Company are directly related to the market price of precious metals. The Company monitors precious metals prices to determine the appropriate course of action to be taken by the Company.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

14. SUPPLEMENTARY DISCLOSURE WITH RESPECT TO CASH FLOW

Significant non-cash transactions for the nine-month period ended September 30, 2008 included:

(a)	The Company settled debt of US87,500 through the issuance of 583,334 common shares with a fair value of $40,833 and recorded a gain on settlement of debt of $46,667.
(b)	The Company applied $19,900 of deferred financing fees to share issue costs.
(c)	The Company issued 987,410 units for share subscriptions of $197,482 received on December 31, 2007

Significant non-cash transactions for the nine-month period ended September 30, 2007 included:

(a)	The Company issued 60,000 common shares with a fair value of $10,928 to settle accounts payable.
(b)	The Company issued 666,666 common shares to settle share issuance obligation of $73,333.

15. SEGMENTED INFORMATION

The Company has one reportable operating segment, being the acquisition and exploration of mineral properties. Geographical information is as follows:

		September 30,		December 31,
		2008		2007
Capital assets:
Mexico	$	9,273	$	21,816
Canada		3,762		5,786
	$	13,035	$	27,602

16. SUBSEQUENT EVENTS

(a) LPT Capital – Qualifying transaction

On October 7, 2008 the Company entered into an agreement with LPT Capital Ltd. (“LPT”) whereby LPT will acquire 100% of the issued common shares of the Company and in return issue to the Company’s shareholders 23,000,000 LPT shares. The outstanding warrants of the Company will be converted into warrants of LPT based on a share exchange ratio. All outstanding options of LPT and the Company will be cancelled with the exception of LPT’s agent options.

Upon the signing of the agreement LPT advanced $25,000 to the Company.

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Unaudited Interim Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

16. SUBSEQUENT EVENTS (continued…)

(b) Shares for debt

During October 2008, subject to the completion of the LPT agreement by February 28, 2009, the Company arranged to settle $1,555,813 of debt for the cash payment of $618,443 and the issuance of 18,747,400 shares of the Company as follows:

		Debt	Shares		Cash
Convertible loans from related parties	$	220,000	3,920,000	$	24,000
Notes payable		400,000	7,000,000		US$50,000
Promissory note		800,000	6,000,000		500,000
Accounts payable - related parties		72,895	1,107,500		17,520
Accounts payable		62,918	719,900		26,923
	$	1,555,813	18,747,400	$	568,443

If the proposed LPT agreement does not complete by February 28, 2009, the settlement agreements become null and void.

(c) Convertible loan from related party

On November 18, 2008 the Company received further convertible loans proceeds of $20,000 with an interest rate of 5% per annum from a director of the Company. The Company agreed to pay back the loan by the earlier of the end of 2009 or the Company completing $1,000,000 equity financing. If, at the end of 2009, the loan is not repaid the interest rate will increase to 10% per annum. The loan can be converted to shares of the Company at any time using the average price of the shares over the last five trading days or at an agreed upon price before the conversion.

EX-99.6

EXHIBIT 99.6

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Paul Saxton, Chief Executive Officer of Lincoln Gold Corporation, certify the following:

1.	I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Lincoln Gold Corporation (the issuer) for the interim period ended September 30, 2008.
2.	Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
3.	Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 28, 2008

“Paul Saxton”

Paul Saxton
Chief Executive Officer

NOTE TO READER
In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

EX-99.7

EXHIBIT 99.7

CERTIFICATION OF INTERIM FILINGS

VENTURE ISSUER BASIC CERTIFICATE

I, Nathalie Pilon, Chief Financial Officer of Lincoln Gold Corporation, certify the following:

1.	I have reviewed the interim financial statements and interim MD&A (together the interim filings) of Lincoln Gold Corporation (the issuer) for the interim period ended September 30, 2008.
2.	Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period covered by the interim filings.
3.	Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

Date: November 28, 2008

“Nathalie Pilon”

Nathalie Pilon
Chief Financial Officer

NOTE TO READER
In contrast to the certificate required under Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (MI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in MI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of:
i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate.
Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in MI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.