20-F

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

FORM 20-F

(Mark One)

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

for the fiscal year ended December 31, 2008

OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report .................................................

For the transition period from _______________________ to _______________________

COMMISSION FILE NUMBER: 000-25827

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

Not applicable
(Translation of Registrant’s name into English)

British Columbia
(Jurisdiction of incorporation or organization)

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

Securities registered or to be registered pursuant to section 12(b) of the Act:

Title of each Class	Name of each exchange on which registered
None	Not applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Common Shares
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

N/A
(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period
covered by the annual report.

55,392,000 Common Shares outstanding as at December 31, 2008

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]    No [X]

If this report is an annual or a transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934. 

Yes [   ]    No [X]

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [   ]           Accelerated filer [   ]           Non-accelerated filer [X]

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in
this filing:

U.S. GAAP [   ]                     International Financial Reporting Standards as issued                     Other [X]

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.

[X] Item 17    [   ] Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

Yes [   ]    No [X]

________

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TABLE OF CONTENTS

		Page No
GENERAL		1
NOTE REGARDING FORWARD LOOKING STATEMENTS		1
GLOSSARY OF TERMS USED IN THIS FORM 20-F		2
PART I		4
ITEM 1	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS	4
ITEM 2	OFFER STATISTICS AND EXPECTED TIMETABLE	4
ITEM 3	KEY INFORMATION	4
ITEM 4	INFORMATION ON THE COMPANY	15
ITEM 4A	UNRESOLVED STAFF COMMENTS	43
ITEM 5	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	43
ITEM 6	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	49
ITEM 7	MAJOR SHAREHOLDER AND RELATED PARTY TRANSACTIONS	60
ITEM 8	FINANCIAL INFORMATION	62
ITEM 9	THE OFFER AND LISTING	63
ITEM 10	ADDITIONAL INFORMATION	64
ITEM 11	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	80
ITEM 12	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	81
PART II		81
ITEM 13	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	81
ITEM 14	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	81
ITEM 15	CONTROLS AND PROCEDURES	81
ITEM 16A	AUDIT COMMITTEE FINANCIAL EXPERTS	83
ITEM 16B	CODE OF ETHICS	83
ITEM 16C	PRINCIPAL ACCOUNTANT FEES AND SERVICES	84
ITEM 16D	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	84
ITEM 16E	PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	84
PART III		84
ITEM 17	FINANCIAL STATEMENTS	84
ITEM 18	FINANCIAL STATEMENTS	86
ITEM 19	EXHIBITS	87

__________

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GENERAL

In this Annual Report, references to “we”, “us”, “our”, the “Company” and “Lincoln” mean Lincoln Gold Corporation.

We use the United States dollar as our reporting currency. All references in this document to “dollars” or “$” or “$” are expressed in United States dollars, unless otherwise indicated. References to “CDN$” refer to Canadian dollars.

Except as noted, the information set forth is as of December 31, 2008 and all information included in this document should only be considered correct as of such date.

NOTE REGARDING FORWARD LOOKING STATEMENTS

Much of the information included in includes or is based upon estimates, projections or other “forward looking statements”. Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. These statements relate to future events or our future financial performance. In some cases you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue or the negative of those terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other forward looking statements involve various risks and uncertainties and other factors, including the risks in the section titled “Risk Factors” below, that may cause our actual results, levels of activities, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform those statements to actual results.

The statements contained in Item 4.B. – the “Business Overview”, Item 5 – “Operating and Financial Review and Prospects” and Item 11 – “Quantitative and Qualitative Disclosures About Market Risk” are inherently subject to a variety of risks and uncertainties that could cause actual results, performance or achievements to differ significantly.

GLOSSARY OF TERMS USED IN THIS FORM 20-F

Certain terms used herein are defined as follows:

Term	Definition
Andesite	A dark to grayish colored, fine-grained extrusive volcanic rock that may contain phenocrysts of sodic plagioclase
Angular Unconformity	Contact between two groups of rocks where the underlying rocks dip in a different angle that the younger overlying rocks
Artesian Water	Ground water under pressure
Artesian water	Ground water under pressure
Carboniferous	Geologic Period referring to rocks 286 to 360 million years old
Carlin-type deposit	Gold deposits hosted in sedimentary rocks with disseminated gold occurring as micron or submicron particles (invisible gold), typically with very little to no silver – very large deposits of this type are found in the “Carlin Trend” in north- central Nevada.
Caving Ground	A drilling term that refers to rock formations that break when penetrated by a drill and produce rock fragments that may block the borehole and/or contaminate the drill cuttings
Caving ground	A drilling term that refers to rock formations that break when penetrated by a drill and produce rock fragments that may block the borehole and/or contaminate the drill cuttings
Cove-type deposit	Gold-silver deposits hosted in sedimentary rocks with significant amounts of precious metals mineralization hosted in veinlets – the Cove deposit is located in the northern portion of the Battle Mountain-Eureka Trend.
Cretaceous	Geologic Period referring to rocks 66.4 to 144 million years old
Dacite	Fine-grained extrusive volcanic rock with the same composition as andesite but having less calcic plagioclase and more quartz
Devonian	Geologic Period referring to rocks 360 to 408 million years old
Dikes and sills	Generally narrow bodies of igneous rock implaced as magma along faults across bedding (dike) or along zones parallel to bedding (sill)
Epithermal	A hydrothermal mineral deposit formed within 1 km of the surface at temperatures of 50°-200°C, occurring mainly as veins
Geochemical survey	A sampling program focusing on trace elements that are commonly found associated with mineral deposits – common trace elements for gold are mercury, arsenic, and antimony.
Geologic mapping	The process of mapping geologic formations, associated rock characteristics and structural features
Geophysical survey	The systematic measurement of electrical, gravity, seismic, magnetic, or other properties as a tool to help identify rock type(s), faults, structures and minerals
Golconda thrust	A major, flat-lying fault that has transposed older rocks over younger rocks
Gossanous	An iron-bearing material that typically overlies a sulfide-bearing mineralized zone – it forms by the oxidation and leaching out of sulfur and most metals leaving hydrated iron oxides.
gpt	Grams per metric tonne

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Term	Definition
Gravimeter survey	A survey using a sensitive instrument that can detect density differences in geologic formations
Hematite breccia	A rock composed of angular rock fragments with conspicuous iron-oxide minerals in the matrix and fractures
Intrusive rock	Any igneous rock (e.g. granite) that was implaced as a magma
Jurassic	Geologic Period referring to rocks 144 to 208 million years old
Lost Circulation	The loss of drilling fluids through open faults, fractures, and/or permeable rock
Lost circulation	The loss of drilling fluids through open faults, fractures, and/or permeable rock
Magnetometer survey	A survey using a sensitive instrument that can detect the distortion of the Earth’s magnetic field by different geologic formations
Mercury soil gas survey	A geochemical sampling survey in which mercury vapor is sampled and measured – mercury is typically associated with gold deposits in the Great Basin and is a “pathfinder” for finding gold deposits.
Metamorphic rock	Pre-existing rock that has been physically changed by temperature, pressure, shearing stress, or chemical environment, generally at depth in the Earth’s crust
Pathfinder elements	Trace elements that are typically associated with gold deposits – common pathfinder elements are mercury, arsenic and antimony.
Penn-Permian	Geologic Periods referring to rocks ranging from 245 to 320 million years old
Permo-Triassic	Geologic Periods referring to rocks ranging from 208 to 286 million years old
Quartz Breccia	Quartz vein material that is broken into angular fragments
Quartz Stockworks	A three-dimensional network of planar to irregular quartz veinlets closely enough spaced that the whole mass can be mined
Reverse-circulation drilling	A drilling method that minimizes contamination of drill cuttings
Roberts Mountains Thrust	A major, flat-lying fault that has transposed older rocks over younger rocks
Rock-chip sampling	The process of chipping off rock samples from outcrops for chemical analysis
Schist	A metamorphic rock that is highly foliated and readily splits into flakes or slabs commonly due to a high content of mica
Skarn deposit	Mineralization formed at the flanks and in contact with intrusive rocks
Stratigraphy	The sequence of stratified rocks
Subcrop	Bedrock just below the surface and usually contributing weathered rock material to the surficial debris
Tertiary	Geologic Period referring to rocks ranging in age from 1.6 to 66.4 million years old
Thrust sheet	A block of rock underlain by a flat-lying fault that originated from compressional forces
Triassic	Geologic Period referring to rocks 208 to 245 million years old
Tuff	A general term for consolidated volcanic ash
Tuff	Volcanic ash that has been solidified into rock
Volcanics	Generally finely crystalline or glassy igneous rocks ejected explosively or extruded at or near the Earth’s surface through volcanic action

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PART I

ITEM 1           IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS

A.           Directors and Senior Management

Not applicable.

B.           Advisers

Not applicable.

C.           Auditor

Not applicable.

ITEM 2           OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3           KEY INFORMATION

A.           Selected Financial Data

The following table presents selected financial data derived from our audited financial statements for the fiscal years ended December 31, 2008, 2007, 2006, 2005, and 2004. You should read this information in conjunction with our financial statements and related notes and Item 5 - “Operating and Financial Review and Prospects”.

Our independent auditor, Davidson & Company LLP, Chartered Accountants, audited our 2008, 2007, 2006, and 2005 annual financial statements. Our financial statements for the years ended December 31, 2008, 2007, 2006 and 2005 have been prepared in accordance with Canadian generally accepted accounting principles (“Canadian GAAP”). Note 18 to the annual financial statements for 2008, 2007 and 2006 provides descriptions of material measurement differences between Canadian GAAP and accounting principles generally accepted in the United States of America (“US GAAP”) as they relate to us and a reconciliation of our financial statements to US GAAP. Our financial statements for the years ended December 31, 2004 and 2003 have been prepared in accordance with US GAAP

All information provided in the Summary of Financial Information below and in is presented in Canadian dollars (“dollars”, “$” or “CAD$”) and is in accordance with Canadian GAAP, unless indicated otherwise.

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SUMMARY OF FINANCIAL INFORMATION

Statement of Operations and Deficit Data	Years ended December 31
	2008	2007	2006	2005	2004
	CAD	CAD	CAD	USD	USD
Revenues Canadian GAAP US GAAP	$Nil Nil	$Nil Nil	$Nil Nil	$Nil Nil	$Nil Nil
Expenses Canadian GAAP US GAAP	(2,729,772) (2,729,772)	(1,163,516) (1,163,516)	(472,147) (472,147)	(1,318,543) (1,318,543)	(1,672,304) (1,672,304)
Loss for the year Canadian GAAP US GAAP	(2,683,240) (2,683,240)	(1,158,990) (1,158,990)	(469,208) (469,208)	(1,294,546) (1,294,546)	(1,691,351) (1,691,351)
Basic and diluted loss per common share Canadian GAAP US GAAP	(0.05) (0.05)	(0.02) (0.02)	(0.01) (0.01)	(0.03) (0.03)	(0.06) (0.06)

Balance Sheet Data	As at December 31
	2008	2007		2006		2005	2004
	CAD	CAD	CAD	USD	USD	USD	USD
	Canadian GAAP	Canadian GAAP	US GAAP	Canadian GAAP	US GAAP	US GAAP
Cash and cash equivalents Working capital (deficit) Resource properties and/or equipment Total assets Total liabilities Shareholders' equity (deficit)	$ 1,553 (2,517,729) 11,679 199,450 2,527,900 (2,328,450)	$ 123,201 $ (71,665) 27,602 286,734 310,897 (24,163)	123,201 $ (71,665) 27,602 286,734 310,897 (24,163)	21,961 $ (130,363) 4,440 31,294 157,217 (125,923)	21,961 (130,363) 4,440 31,294 157,217 (125,923)	$ 132,806 $ 3,457 7,328 151,436 140,651 10,785	127,785 (43,959) - 127,785 371,744 (243,959)

We have paid no dividends on our common shares since incorporation and we do not anticipate doing so for the foreseeable future. The declaration of dividends on our common shares is within the discretion of our board of directors and will depend upon, among other factors, our earnings, capital requirements, and the operating and financial condition.

B.           Capitalization and Indebtedness

Not applicable.

C.           Reasons for the Offer and Use of Proceeds

Not applicable.

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D.           Risk Factors

Our securities are highly speculative and subject to a number of risks. You should not consider an investment in our securities unless you are capable of sustaining an economic loss of the entire investment.

The risks associated with our business include:

There is no assurance that the either proposed arrangement transaction with LPT Capital or the private placement transaction to be completed by LPT Capital will complete

We entered into an arrangement agreement with LPT Capital and a wholly owned subsidiary of LPT Capital on January 15, 2009, as subsequently amended. The arrangement agreement contemplates that we would complete a business combination transaction pursuant to a court approved plan of arrangement with LPT Capital whereby LPT Capital would acquire all of our issued and outstanding common shares in exchange for the issue of 23 million post-consolidation common shares of LPT Capital to the shareholder of Lincoln Gold. Completion of this business combination transaction is subject to the completion of a private placement by LPT Capital that would raise not less than $3.38 million. If successfully completed, shareholders of Lincoln Gold would receive common shares of LPT Capital that would be tradable in Canada on the TSX Venture Exchange. There is no assurance that either the business combination transaction or the private placement financing will be completed. There is further no assurance th at our shareholders will receive common shares of LPT Capital that will be traded on the TSX Venture Exchange.

If we do not obtain additional financing, our business plan will fail.

As of December 31, 2008, we had cash on hand of $1,553 and a working capital deficit of $2,517,729. As of March 31, 2009, we had cash on hand of $30,199 and working capital deficit of $2,735,505. Our business plan calls for us to spend approximately $2,200,000 in connection with the exploration and development of our mineral claims during the next twelve months, the maintenance of our interests in our mineral claims and our general and administrative expenses during the next twelve months. Based on our cash and working capital position, we will require additional financing in the approximate amount of $3,200,000 in order to complete our plan of operations for the next twelve months. We currently do not have any arrangements for financing and we may not be able to obtain financing when required. Obtaining additional financing would be subject to a number of factors, including the market price of gold. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

If we are unable to maintain our interests in our Nevada mineral claims, then we will lose our interests in these mineral claims.

We are required to make substantial payments in order to maintain our interests in certain of our Nevada mineral claims. Over the next twelve months, we must make payments totalling approximately $105,000 in lease and option payments in order to maintain our interests in our Pine Grove, La Bufa, and Hannah mineral properties. Our inability to make these payments due to a lack of financing or our determination not to make these payments will result in our losing our interests in these claims. If we are not able to maintain our interests in our mineral claims, then we will not be able to carry out our plan of operations.

Because we have only recently commenced preliminary exploration of our Nevada mineral claims, we face a high risk of business failure and this could result in a total loss of your investment.

We have not begun the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in mineral claims and in conducting preliminary exploration of mineral claims. We have not earned any revenues and have not achieved profitability as of the date of this prospectus. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. We have no history upon which to base any assumption as to the likelihood that our business will prove successful, and we can provide no assurance to investors that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment.

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The mineral resources estimates presented by us for our mineral properties are estimates only and there is no assurance that these resources represent economically recoverable mineralization.

We have included mineral resource estimates that have been made in accordance with Canadian National Instrument 43-101. These resources estimates are classified as “indicated resources” and “inferred resources”. We advise investors that while these terms are recognized and required by Canadian securities regulations, the U.S. Securities and Exchange Commission does not recognize these terms. Investors are cautioned not to assume that any part or all of mineral deposits classified as “inferred resources” will ever be converted into reserves. Further, ‘inferred resources’ have a great amount of uncertainty as to their existence, and 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 Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

All amounts of mineral resources are estimates only, and we cannot be certain that any specified level of recovery of metals from the mineralized material will in fact be realized or that our mineral properties or any other identified mineral deposit will ever qualify as a commercially mineable (or viable) reserves of gold or copper in any of our mineral claims that can be economically exploited. Mineralized material, which is not mineral reserves, does not have demonstrated economic viability. In addition, the quantity of mineral reserves and mineral resources may vary depending on, among other things, metal prices. Any material change in the quantity of mineralization, grade or stripping ratio, or metal prices may affect the economic viability of our properties. In addition, we cannot be certain that metal recoveries obtained from small-scale laboratory tests will be duplicated in larger scale tests, under on-site conditions or during production.

Because we do not have any revenues, we expect to incur operating losses for the foreseeable future.

We have never earned revenues and we have never been profitable. Prior to completing exploration on the mineral property, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate financing to continue the exploration of our mineral claims, we will fail and you will lose your entire investment.

We will require significant additional financing in order to continue our exploration activities, pay down debt and also continue our assessment of the commercial viability of our mineral properties.

We will require additional financing in order to carry out our acquisition, exploration and, if warranted, development activities. Failure to obtain such financing on a timely basis could cause us to forfeit our interest in certain properties, miss certain acquisition opportunities, or delay or indefinitely postpone further exploration and, if warranted, development of our projects, which could result in the possible loss of such properties or the reduction or termination of our operations. Even if we achieve revenues, if any such future revenues decrease as a result of lower commodity prices or otherwise, it will affect our ability to expend the necessary capital to replace our reserves or to maintain our production. If cash flow from operations is not sufficient to satisfy our capital expenditure requirements, there can be no assurance that additional debt or equity financing will be available to meet these requirements or be available on favorable terms. We also need to pay down significant amounts of debt that are outstanding at this time.

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If our costs of exploration are greater than anticipated, then we will not be able to complete our planned exploration programs for our mineral claims without additional financing, of which there is no assurance that we would be able to obtain.

We are proceeding with the initial stages of exploration on our mineral claims. We have prepared budgets for our exploration programs. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the Nevada summer exploration season, unanticipated problems in completing the exploration programs and delays experienced in completing the exploration program. Increases in exploration costs could result in us not being able to carry out our exploration programs without additional financing. There is no assurance that we would be able to obtain additional financing in this event.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We are in the initial stages of exploration of our mineral claims, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of gold or other valuable minerals on our mineral claims. Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold or copper in any of our mineral claims. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration programs may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. In the course of carrying out exploration of our mineral claims, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. We currently have no such insurance nor do we expect to get such insurance for the foreseeable future. If a hazard were to occur, the costs of rectifying the hazard may exceed our asset value and cause us to liquidate all of our assets, resulting in the loss of your entire investment.

If we discover commercial reserves of precious metals on any of our mineral properties, we can provide no assurance that we will be able to successfully advance the mineral claims into commercial production.

Our mineral properties do not contain any known bodies of ore. If our exploration programs are successful in establishing ore of commercial tonnage and grade on any of our mineral claims, we will require additional funds in order to advance the mineral claims into commercial production. In such an event, we may be unable to obtain any such funds, or to obtain such funds on terms that we consider economically feasible, and you may lose your entire investment.

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As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program.

There are several governmental regulations that materially restrict the exploration of minerals. We will be subject to the mining laws and regulations as contained in the Nevada Statutes and Nevada Administrative Code as we carry out our exploration programs. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these regulations. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our time and costs of doing business and prevent us from carrying out our exploration program.

If we do not find a joint venture partner for the continued exploration of certain of our mineral claims, we may not be able to advance the exploration work.

We may try to enter into joint venture agreements with potential partners for the further exploration and possible production of our mineral claims, particularly where we believe drilling of a mineral claim is warranted. We would face competition from other junior mineral resource exploration companies if we attempt to enter into a joint venture agreement with a partner. The possible partner could have a limited ability to enter into joint venture agreements with junior exploration programs and will seek the junior exploration companies who have the properties that they deem to be the most attractive in terms of potential return and investment cost. In addition, if we entered into a joint venture agreement, we would likely assign a percentage of our interest in the mineral claims to the joint venture partner. If we are unable to enter into a joint venture agreement with a partner, we may not be able to complete certain exploration work on certain of our properties, including planned drilling.

If prices for gold decline, we may not be able to raise any additional financing required to fund our exploration activities in our mineral properties or achieve an adequate return for our shareholders.

Our ability to raise financing to fund our exploration activities and, if warranted, development of our mineral properties will be significantly affected by changes in the market price of gold. The price of gold is determined based on world demand, supply and other factors, all of which are beyond our control. World prices for gold have fluctuated widely in recent years. Future significant price declines could cause investors to be unprepared to finance exploration of gold, with the result that we may not have sufficient financing with which to fund our exploration activities. In this event, we may not be able to carry out planned exploration activities and, if warranted, development of our mineral properties with the result that we may not be able to continue our plan of operations.

If we are able to establish commercially mineable reserves, we must be able to successfully market our natural resources to prospective buyers. The marketability and price of natural resources which we may acquire or discover will be affected by numerous factors beyond our control. Government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of natural resources and environmental protection are all factors which may affect the marketability and price of natural resources. The exact effect of these factors cannot be accurately predicted, but any one or a combination of these factors could result in our ability to achieve an adequate return for our shareholders.

The adoption of stricter environmental legislation governing our mineral properties or failure to comply with environmental legislation could increase our costs of exploring and, if warranted, developing these properties and could delay these activities.

We must comply with applicable environmental legislation in carrying out our exploration and, if warranted, development of our mining properties. All phases of the natural resources business present environmental risks and hazards and are subject to environmental regulation pursuant to a variety of international conventions and national, provincial and local laws and regulations. Environmental

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legislation provides for, among other things, restrictions and prohibitions on spills, releases or emissions of various substances produced in association with operations. The legislation also requires that facility sites and mines be operated, maintained, abandoned and reclaimed to the satisfaction of applicable regulatory authorities. Compliance with such legislation can require significant expenditures, and a breach may result in the imposition of fines and penalties, some of which may be material. Environmental legislation is evolving in a manner expected to result in stricter standards and enforcement, larger fines and liability and potentially increased capital expenditures and operating costs. The discharge of tailings or other pollutants into the air, soil or water may give rise to liabilities to third parties and may require us to incur costs to remedy such discharge. No assurance can be given that environmental laws will not result in a curtailment of production or a material increase in the costs of production, development or exploration activities or otherwise adversely affect our financial condition, results of operations or prospects.

The presence of unknown environmental hazards on our mineral properties may result in significant unanticipated compliance and reclamation costs that may increase our costs of exploring and, if warranted, developing our mineral properties.

Environmental hazards may exist on our mineral properties which are unknown to us at present and which have been caused by previous or existing owners or operators of the properties. The presence of such environmental hazards may result in us being required to comply with environmental reclamation, closure and other requirements that may involve significant costs and other liabilities. In particular, our operations and exploration activities are subject to Canadian laws and regulations governing protection of the environment. These laws are continually changing and, in general, are becoming more restrictive.

We may be subject to other laws or regulations that could result in increased costs or delays.

We believe we are in substantial compliance with all material laws and regulations which currently apply to our activities. However, failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions there under, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. An entity engaged in natural resource exploration and development activities may be required to compensate those suffering loss or damage by reason of its activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

Amendments to current laws, regulations and permits governing operations and activities of natural resources companies, or more stringent implementation thereof, could have a material adverse impact on us and cause increases in capital expenditures or, if applicable, production costs, reduction in levels of production at any properties on which we may achieve production, or abandonment or delays in the development of new properties.

In addition, natural resource activities may be affected in varying degrees by political and financial instability, inflation and haphazard changes in government regulations relating to this industry. Any changes in regulations or shifts in political or financial conditions are beyond our control and may adversely affect our business. Our operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, income taxes, expropriation of property, environmental legislation and safety.

We may not be able to obtain all necessary licenses and permits that may be required.

Our operations will require licenses and permits from various governmental authorities. There can be no assurance that we will be able to obtain all necessary licenses and permits that may be required to carry out our exploration and, if applicable, development projects.

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Limits on equipment availability could delay our operations.

Natural resource exploration and development activities are dependent on the availability of drilling and related equipment in the particular areas where such activities will be conducted. Demand for such limited equipment or access restrictions may affect the availability of such equipment to us and may delay exploration and, if applicable, development activities.

We compete with larger, better capitalized competitors in the mining industry.

The mining industry is competitive in all of its phases, including financing, technical resources, personnel and property acquisition. It requires significant capital, technical resources, personnel and operational experience to effectively compete in the mining industry. Because of the high costs associated with exploration, the expertise required to analyze a project’s potential and the capital required to develop a mine, larger companies with significant resources may have a competitive advantage over us. We face strong competition from other mining companies, some with greater financial resources, operational experience and technical capabilities than we have. As a result of this competition, we may be unable to maintain or acquire financing, personnel, technical resources or attractive mining properties on terms we consider acceptable or at all.

More specifically, we actively compete for acquisitions, leases, licenses, concessions, claims, skilled industry personnel and other related interests with a substantial number of other companies. Our ability to successfully bid on and acquire additional property rights to participate in opportunities and to identify and enter into commercial arrangements with other parties will be dependent upon developing and maintaining close working relationships with our future industry partners and joint operators and our ability to select and evaluate suitable properties and to consummate transactions in a highly competitive environment.

If we were to lose the services of Paul Saxton or other members of our management team, we may be delayed in our plan of operations and our operating expenses may be increased.

Our success is dependent upon the performance of key personnel working in management, supervisory and administrative capacities. These personnel include Paul Saxton, who is our President and Chief Executive Officer. We do not maintain life insurance or key man insurance for such personnel. The loss of the services of senior management or key personnel may result in us being required to identify and engage qualified management personnel who are capable of managing our business activities. We may be delayed in the implementation of our plan of operations and our operating expenses may be increased if we were to lose the services of senior management or key personnel.

Certain of our officers and directors may have conflicts of interests due to their involvement with other companies.

Certain of our directors and officers are also directors and officers of other natural resource companies. Consequently, there exists the possibility for such directors and officers to be in a position of conflict. Any decision made by any of such directors and officers relating to us will be made in accordance with their duties and obligations to deal fairly and in good faith with us and such other companies.

If we lose the services of the independent contractors that we engage to undertake our exploration, then our plan of operations may be delayed or be more expensive to undertake than anticipated.

Our success depends to a significant extent on the performance and continued service of certain independent contractors. We have contracted the services of professional drillers and other contractors for exploration, environmental, construction and engineering services. Poor performance by such contractors or the loss of such services could result in our planned exploration activities being delayed or being more expensive to undertake than anticipated.

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We are subject to many risks that are not insurable and, as a result, we will not be able to recover losses through insurance should such risks occur.

Our involvement in the exploration for and, if applicable, development of natural resource properties may result in us becoming subject to liability for certain risks, and in particular unexpected or unusual geological operating conditions, including rock bursts, cave ins, fires, floods, earthquakes, pollution, blow-outs, property damage, personal injury or other hazards. Although we will obtain insurance in accordance with industry standards to address such risks, such insurance has limitations on liability that may not be sufficient to cover the full extent of such liabilities. In addition, such risks may not be insurable in all circumstances, or, in certain circumstances, we may elect not to obtain insurance to deal with specific risks due to the high premiums associated with such insurance or other reasons. The payment of such uninsured liabilities would reduce the funds available to us for operations. The occurrence of a significant event that we are not fully insured against could have a material adverse effect on our financial position, results of operations or prospects.

No assurance can be given that insurance to cover the risks to which our activities will be subject will be available at all or at economically feasible premiums. Insurance against environmental risks (including potential for pollution or other hazards as a result of the disposal of waste products occurring from exploration and, if applicable, production) is not generally available to us or to other companies within the industry. The payment of such liabilities would reduce the funds available to us for operations. Should we be unable to fund fully the cost of remedying an environmental problem, we might be required to suspend operations or enter into interim compliance measures pending completion of the required remedy.

Because we have no history of earnings with respect to our mineral exploration business and no foreseeable earnings, we may never achieve profitability or pay dividends.

We have a history of losses and there can be no assurance that we will ever be profitable. We have paid no dividends on our shares since incorporation. We presently have no ability to generate earnings because our mineral properties are in the exploration stage. If we are successful in developing our mineral properties, we anticipate that we will retain future earnings and other cash resources for the future operation and development of our business. We do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends is solely at the discretion of our board of directors, which will take into account many factors including our operating results, financial condition and anticipated cash needs. For these reasons, we may never achieve profitability or pay dividends.

We do not have a history of paying dividends and do not have any intention of paying dividends in the foreseeable future.

Investors cannot expect to receive a dividend on their investment in the foreseeable future, if at all. Accordingly, it is likely investors will not receive any return on their investment in our securities other than possible capital gains.

U.S. investors who obtain judgments against us or our officers or directors for breaches of U.S. securities laws may have difficulty in enforcing such judgments against us and our officers and directors.

We are incorporated under the laws of a province of Canada and the majority of our directors and officers are residents of Canada. Consequently, it may be difficult for United States investors to effect service of process within the United States upon us or upon our directors or officers, or to enforce, inside or outside of the United States, any judgments of United States courts predicated upon civil liabilities under the United States Securities Exchange Act of 1934, as amended. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in Canada by a Canadian court

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if the U.S. court in which the judgment was obtained is determined by the Canadian court not to have had jurisdiction in the matter. Furthermore, an original action might not be able to be brought successfully in Canada against any of such persons or us predicated solely upon such civil liabilities.

Broker-dealers may be discouraged from effecting transactions in our common shares because they are considered a penny stock and are subject to the SEC’s penny stock rules.

The SEC has adopted rules (the “Penny Stock Rules”) that regulate broker-dealer practices in connection with transactions in “penny” stocks. Penny stocks are equity securities with a price of less than U.S.$5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current prices and volume information with respect to transactions in such securities is provided by the exchange or system).

The Penny Stock Rules require a broker-dealer, prior to effecting a transaction in a penny stock not otherwise exempt from such rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. In particular the statement must contain:

(a)	a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
(b)	a description of the broker-dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
(c)	a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
(d)	a toll-free telephone number for inquiries on disciplinary actions;
(e)	the definitions of significant terms in the disclosure document or in the conduct of trading in penny stocks; and
(f)	such other information and be in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer must obtain from the customer a written acknowledgement of receipt of the standardized disclosure document.

The broker-dealer also must provide the customer with:

(a)	the inside bid and offer quotations for the penny stock, or other bid and offer price information for the penny stock if inside bid and offer quotations are not available;
(b)	the compensation of the broker-dealer and its salespersons in the transaction;
(c)	the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
(d)	a monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the Penny Stock Rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of

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the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. At the present market prices our common shares will (and in the foreseeable future are expected to continue to) fall within the definition of a penny stock. Accordingly, United States broker-dealers trading in our shares will be subject to the Penny Stock Rules. Rather than complying with those rules, some broker-dealers may refuse to attempt to sell penny stock. As a result, shareholders and their broker-dealers in the United States may find it more difficult to sell their shares of Lincoln, if a market for the shares should develop in the United States.

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ITEM 4           INFORMATION ON THE COMPANY

We are a mineral resource exploration company trading on the NASD Over the Counter Bulletin Board (“OTCBB”) in the United States under the symbol “LGCPF”. We own interests in exploration properties located in the State of Nevada and in Mexico.

A.           History and Development of the Company

Name

Our legal and commercial name is Lincoln Gold Corporation

Principal Office

Our principal office is located at Suite 350 - 885 Dunsmuir Street, Vancouver, British Columbia, Canada, V6C 1N5. Our telephone number is (604) 688-7377.

Incorporation and Continuation

Incorporation

The Company was incorporated under the laws of the State of Nevada as Braden Technologies, Inc. on February 17, 1999. The Company has been engaged in the acquisition and exploration of mineral properties since inception.

Lincoln Gold Acquisition

Braden completed the acquisition of Lincoln Gold Corp. (“Lincoln Gold”) a Nevada corporation effective March 26, 2004. This acquisition was completed by the acquisition of all of the issued and outstanding shares of Lincoln Gold from the former shareholders of Lincoln Gold. On closing of the acquisition, the Company issued 24,000,000 shares of Common Shares to the shareholders of Lincoln Gold. As a result of this issuance, the number of issued and outstanding shares increased from 11,400,000 shares to 35,400,000 shares, of which approximately 67.80% was owned by the former shareholders of Lincoln Gold upon the completion of the acquisition.

Subsequent to the acquisition of Lincoln Gold, it merged with Lincoln Gold in a parent/ subsidiary merger in April 2004 under Chapter 92A of the Nevada Revised Statutes. The Company completed the change of its name from “Braden Technologies Inc.” to “Lincoln Gold Corporation” as part of this merger process.

Continuation to the CBCA

On November 20, 2007, the Company completed a continuation, whereby the Company changed its jurisdiction of incorporation from Nevada to the Canadian federal jurisdiction under the Canada Business Corporation Act (“CBCA”). The Company is now governed by the provisions of the CBCA and has adopted by-laws consistent with a CBCA company. The Company is a reporting issuer in Canada.

Continuation to the BCBCA

On February 18, 2009, the Company completed a continuation, whereby the Company changed its jurisdiction of incorporation from the Canadian federal jurisdiction to the Province of British Columbia under the British Columbia Business Corporation Act (“BCBCA”). The Company is now governed by the provisions of the BCBCA and has adopted articles consistent with a BCBCA company. The Company is a reporting issuer under the securities laws of the Province of British Columbia.

Subsidiaries

Lincoln has one wholly-owned subsidiary, Minera Lincoln de Mexico, S.A. de C.V., which conducts Lincoln’s mineral exploration activities and operations in Mexico.

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Arrangement Agreement

On January 15, 2009, Lincoln entered into an arrangement agreement with LPT Capital Limited (“LPT”) whereby Lincoln would merge with 0843037 BC Ltd., a subsidiary of LPT (“LPT Sub”), and the shareholders of Lincoln would be issued, in aggregate, 23,000,000 post-consolidation common shares of LPT (the “Arrangement Agreement”). Lincoln would survive the merger with LPT Sub and would continue as a wholly owned subsidiary of LPT. The business combination transaction would be completed pursuant to a court approved arrangement (the “Arrangement”) completed in accordance with the BCBCA. LPT, a British Columbia company, is a capital pool company listed in Canada on the TSX Venture Exchange and the completion of the Arrangement would be its qualifying transaction on the TSX Venture Exchange (the “Qualifying Transaction”). Concurrent with and as a condition to the compl etion of the transaction, LPT will be required to complete a private placement financing for minimum proceeds of $3,380,000. The Qualifying Transaction has been approved in principal by the TSX Venture Exchange (“Exchange”). Lincoln and LPT are presently attempting to complete the private placement financing at the date of this Annual Report to satisfy the condition to the closing of the Arrangement. There is no assurance that either the Qualifying Transaction or the private placement financing will be completed.

The Arrangement Agreement has been subsequently amended on February 16, 2009, April 30, 2009 and June 30, 2009 in order to enable to provide additional time for the completion of the private placement to be completed by LPT as a condition to the closing of the Arrangement. There is no assurance that this private placement financing will be completed by LPT. If the financing is not completed, then the Arrangement will most likely not complete.

Conditions to Closing

The Arrangement is subject to a number of conditions precedent, including:

• the approval of the shareholders of Lincoln,
  
  
• the approval of the shareholders of LPT,
  
  
• the approval of the British Columbia Supreme Court under the BCBCA,
  
  
• the approval of the TSX Venture Exchange, and
  
  
• the completion of the Private Placement, the Consolidation and the Debt Settlement, each as described below.

Approval from the shareholders of Lincoln and LPT was obtained on February 18, 2009. Approval of the British Columbia Supreme Court was obtained on February 20, 2009. The TSX Venture Exchange has accepted the Arrangement as LPT's "Qualifying Transaction", subject only to receipt of customary post-closing filings with TSXV.

Private Placement

Concurrent with the closing of the Arrangement, LPT intends to complete a private placement (the “Private Placement”) to raise minimum proceeds of $3,380,000 to a maximum of $6,000,000 in aggregate through the sale of up to 35,294,117 units of LPT (the “LPT Units”) at a price of $0.17 per LPT Unit. The LPT Units will be comprised of one post-consolidation common share of LPT and a one-half of one LPT Warrant. Each whole LPT Warrant will be exercisable to purchase one post-consolidation common share of LPT for a period of two years at an exercise price of $0.25 per share. LPT may pay a finder’s fee to third parties in connection with the Private Placement in an aggregate amount of 8% of the gross

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proceeds raised under the Private Placement, payable at the election of the finder in cash or post-consolidation common shares of LPT (on the basis of $0.17 per share).

Consolidation of LPT Share Capital

As part of the structuring of the outstanding share capital of LPT in connection with the Arrangement, LPT and Lincoln agreed to a consolidation of LPT's outstanding common shares on a 1 (new) for 1.5 (old) basis (the “Consolidation”). The consolidation will reduce the outstanding number of LPT common shares, prior to completion of the Arrangement, from 6,000,000 common shares to 4,000,000 common shares. The issuance of 23,000,000 post-consolidation common shares of LPT to the shareholders of Lincoln under the Arrangement was negotiated on the basis of the share consolidation having been completed. The completion of the Consolidation is a condition to the closing of the Arrangement.

Debt Settlement

Pursuant to the Arrangement Agreement, Lincoln has agreed to convert up to $1,088,818.53 of its outstanding debt into common shares of Lincoln prior to the closing of the Arrangement (the “Debt Settlement”). Any Lincoln Shares issued under such debt conversion will then be subject to the exchange, at the exchange ratio, for post-consolidation common share of LPT pursuant to the Arrangement. Lincoln has also sought agreement from certain creditors who do not elect to participate in the debt conversion to postpone repayment of their outstanding debts until a date following the completion of the Arrangement.

Change of Name

If the Arrangement is completed, the corporate name of LPT will be changed to “Lincoln Mining Corporation” and Lincoln will continue as a wholly owned subsidiary of LPT.

Directors and Officers Post-Closing

Under the terms of the Arrangement, LPT's board of directors will consist of four (4) directors upon completion of the Arrangement. The board of directors of LPT will comprise Philip J. Walsh, Paul Saxton, Andrew Milligan and Marc S. LeBlanc. Paul Saxton will be appointed as President and Chief Executive Officer, Herrick Lau will be appointed as Chief Financial Officer and Jeffrey L. Wilson will be appointed Vice-President, Exploration.

Project Summary

Pine Grove, Nevada, USA

The Pine Grove project is located in Lyon County, Nevada. We acquired our interests in the Pine Grove property in 2007, as described below. The Pine Grove property is described in detail below under “Properties, Plants and Equipment”.

On July 13, 2007, we entered into an agreement with the Wheeler Mining Company (“Wheeler”) to lease Wheeler’s 100% owned Wheeler and Wheeler patent 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, we may renew the lease for a period of one year by delivering written notice to the owner prior to November 15 of that year. We must produce a bankable feasibility study on the properties by July 1, 2009, extended to December 31, 2010,.and obtain all necessary funding to place the properties into commercial production. We must pay a net smelter royalty of 3% (at a gold price of US$450) to 7% (at a gold price of US$701) 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.

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Pursuant to an agreement dated July 30, 2007, we purchased from Harold Votipka (“Votipka”) the Harvest lode claim, the Winter Harvest lode claim, and the Harvest fraction lode claim, each located within the Pine Grove Mining District in Lyon County, Nevada. The purchase price was US$12,000, which we have paid, and includes a 5% net smelter royalty on production payable to Votipka.

On August 1, 2007, we entered into an agreement with Lyon Grove LLC, (“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. We can extend the term of the lease for up to ten additional one year terms providing we are conducting exploration mining activities at the expiration of the term immediately preceding the proposed extension term.

The following lease payments must be made by us:

• US$10,000 upon signing the agreement, which we have paid and

• US$25,000 prior to each one year anniversary of the lease.

The following work commitments must be made by us:

• US$25,000 by August 1, 2008

• US$25,000 by August 1, 2009

• US$50,000 by August 1, 2010

• US$50,000 by August 1, 2011

• US$25,000 by August 1, 2012 and each subsequent year

Upon commencement of production, we must pay a net smelter royalty of 3% to 7% based on gold prices.

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

Subsequent to the signing of these agreements we have 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 NI 43-101 standards, is filed on SEDAR.

La Bufa, Mexico

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. We hold our interest in the La Bufa Project through our joint venture agreements with Almaden Minerals (‘Almaden”), as described below. La Bufa project is described in detail below under “Properties, Plants and Equipment”.

We originally entered into a letter of intent dated August 5, 2005 with Almaden to form a joint venture for the exploration and development of the La Bufa property. Almaden controls the property through its wholly owned Mexican subsidiary, Minera Gavilan, S.A. de C.V., a Mexican corporation that holds a 100% interest in the property. The letter of intent was superseded by a joint venture agreement dated April 12, 2007 that we entered into with Almaden and Minera Gavilan. Under the joint venture agreement, we are entitled to earn a 60% interest in the La Bufa property by undertaking an exploration work program on the property aggregating US$3,500,000 and issuing an aggregate of 1,550,000 shares to Almaden as follows:

Exploration expenditures required under work program:

• By April 12, 2008                     US$ 500,000 (incurred)
• By April 12, 2009                     US$ 750,000 (incurred)
• By April 12, 2010                     US$1,000,000
• By April 12, 2011                     US$1,250,000

Share issuances to Almaden:

• By April 19, 2007                     150,000 shares (issued April 16, 2007)
• By April 12, 2008                     200,000 shares (issued April 8, 2008)
• By April 12, 2009                     200,000 shares (issued May 4, 2009)
• By April 12, 2011                     1,000,000 shares

The JDS Property, Nevada, USA

We are the owner of the seventy-seven (77) unpatented lode claims comprising the JDS project which covers approximately 1,540 acres (2.04 sq miles). In 2004 we 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 are registered in our name and are not subject to underlying lease payments or royalties. The JDS property is subject only to annual claim maintenance fees payable to the BLM and Eureka County.

In August 2008 the Company entered into an agreement with Carlin Gold US Inc. (“Carlin”) whereby the property was sold 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.

The Hannah Property, Nevada, USA

The Hannah Property is located approximately 55 miles east of Reno, Nevada in the southern portion of the Trinity Range north of Interstate 80 in Churchill County. Access is east from Reno via Interstate 80 and then north on gravel and dirt roads from Hot Springs Flat to the Property.

We have an option to acquire a 100% interest in the claims comprising the Hannah project, subject to a net smelter royalty, pursuant to an option agreement dated December 24, 2003, as amended January 7, 2007, January 10, 2008, and February 27, 2009 between us and Larry and Susan McIntosh of Gardnerville, Nevada. We have the option to acquire a 100% interest in the Hannah property by making aggregate payments to the McIntosh’s in the amount of US$210,000. We may exercise this option at any time prior to the ten year anniversary of the effective date of the agreement, being December 24, 2013. To date US$61,000 has been paid into this option agreement.

In February 2009 the Company amended the Hannah agreement whereby the US$25,000 due on January 10, 2009 would be lowered to US$16,000 and be paid US$1,000 on January 10, 2009 (paid), US$5,000 on April 10, 2009 (paid), US$5,000 on July 10, 2009 and US$5,000 on October 10, 2009. The last payment of US$50,000 due on January 10, 2013 will be increased by an amount such that the total payments made by the Company will total US$210,000.

In February 2009, the Company entered into an option agreement with Enexco International Inc. (“Enexco”), whereby Enexco can earn a 60% interest in the Hannah property by completing the following within a year:

• Pay the Company US$15,000 (received) upon signing the agreement
• Pay the underlying option payments, not to exceed US$25,000 for the year
• Make necessary claim maintenance fees and certain drilling requirements

If Enexco completes all the above items by February 2010, they will have exercised their option and acquired a 60% interest in the property. Enexco has announced that a drill program will commence on the property in June, 2009.

Reporting Issuer Status under Canadian Securities Laws

We are a reporting issuer in Canada under the securities laws of the Provinces of British Columbia, Canada.

Capital Expenditures and Divestitures

Our actual and planned principal capital expenditures since the beginning of our last four fiscal years have been with respect to the acquisition of our mineral property interests and related property and equipment as discussed above.

Takeover Offers

On January 15, 2009 the Company and LPT Capital Limited (“LPT”) entered into an arrangement agreement whereby 0843037 BC Ltd., a subsidiary of LPT, would acquire 100% of the issued common shares of the Company and in return issue to the Company’s shareholders 23,000,000 LPT shares. On February 18, 2009, the Company’s shareholders approved and completed the continuation of the Company from federal jurisdiction to British Columbia and also approved the transaction with LPT. On

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February 20, 2009 the Supreme Court of British Columbia entered its final order approving the plan of arrangement. The completion of the transaction will occur in conjunction with LPT completing an equity financing to raise up to $3,380,000.

B.           Business Overview

We are engaged in the acquisition and exploration of mineral properties in the State of Nevada and northern Mexico. Our plan of operations for the next twelve months is to conduct exploration of our mineral properties in the State of Nevada and Mexico, concentrating primarily on our Pine Grove and La Bufa properties.

We presently hold interests in two groups of mineral properties in Nevada and one in northern Mexico, as described below:

	Name of Property	Location
1.	Pine Grove Property	Yerrington, Nevada
2.	La Bufa	State of Chihuahua, Mexico
3.	Hannah Property	Churchill County, Nevada

All of our properties are in the exploration stage. We do not produce, develop or sell any products at this time, have any commercial mining operations, nor do any of our current properties have any known or identified mineral resources or mineral reserves.

Our specific exploration plan for three of our mineral properties, together with information regarding the location and access, history of operations, present condition and geology of each of our properties, is presented below. All of our exploration programs, except the Pine Grove Property, are early stage in nature in that their completion will not result in a determination that any of our properties contains commercially exploitable quantities of mineralization. With respect to the Pine Grove Property, we believe that extra drilling and exploration programs combined with the completion of a feasibility study have the potential to assess whether or not a reserve is present on this property.

Our exploration programs will be directed by our management and will be supervised by Mr. Jeff Wilson, our vice-president of exploration. We will engage contractors to carry out our exploration programs under Mr. Wilson’s supervision. Contractors that we plan to engage include project geologists, geochemical sampling crews and drilling companies, each according the specific exploration program on each property. Our budgets for our exploration programs are set forth below.

Projects Update

During 2008 we continued our work at the Pine Grove and La Bufa properties. Our main corporate focus was to keep advancing these properties as they are very important to overall corporate development. No work was carried out at the Hannah Property, Nevada. A number of work items were completed at the Pine Grove including drilling of four holes, road building, mapping and the staking of additional claims. At the La Bufa property we applied for and received our drill permits. Early in 2008, we were able to begin our drill program and 12 holes were completed by early May. All assay results have been received and have been posted on our website. We are in the process of merging with LPT Capital Ltd through a Plan of Arrangement which will give us a TSX-V listing. This situation is ongoing at the time of writing this report. Also during the year we moved our domicile to Canada from Nevada. In 2008, we completed three private placements.

Early in the year management was able to consolidate most of the Pine Grove property. In addition, we staked 89 claims in the area to surround the Wilson, Wheeler, Votipka and Cavanaugh claims.

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Subsequent to year end we staked another 99 claims to double the size of the property increasing the size of the property under our control to 6 square miles. Also, subsequent to year end, we drilled 4 additional large diameter core holes for metallurgical test purposes. The drilling of four metallurgical core holes was completed in early February and the core is being sent to McClelland Labs in Reno where all the test work will be carried out. 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 the 4 metallurgical core holes. There are an additional 17 underground drill holes; all underground workings are collapsed.

We have also been focusing on advancing the La Bufa property. Throughout the latter part of 2007, we carried out systematic exploration and sampling at La Bufa in order to better understand and plan a drill hole program for the property. Once this had been done, we applied to the government agencies and received permission for a 15 hole drill program. ,The drilling started in February of 2008. The large La Bufa gold-silver property (2,291 hectares) is located in the Guadalupe y Calvo mining district in southwestern Chihuahua State. We are looking for the southern extension of the Rosario gold-silver vein system which extends onto the La Bufa property for at least 1600 meters. Core from promising zones of veins and stockwork in a number of holes returned gold and silver values of significance. The Company completed 12 core holes in two-hole “fences” across the vein system for a total of 6000 meters of drilling. All holes were targeted to reach the 2250 meter level or deeper which was historically productive in the adjacent Rosario mine

No work was completed on the Hannah property in 2008. A number of other properties have been submitted to management but none has been acquired.

Technical Reports

We have received the following NI 43-101 compliant technical reports on our Pine Grove and La Bufa properties during 2007:

• technical report on the Pine Grove Property dated September 28, 2007, as amended December 4, 2007, prepared by David M. R. Stone of Minefill Services, Inc., ( the “Pine Grove Report”) and

• geological Report on the La Bufa property dated October 19, 2007, authored by Richard W. Bybee, P. Geo. (the “La Bufa Report”).

The technical reports include recommended exploration programs on each of our Pine Grove and La Bufa properties.

Plan of Operations

Our plan of operations for the exploration of our mineral properties over the next twelve months includes the following:

• we plan to complete the feasibility study on the property including the mine plan and closure plan, gather all the data for permitting, finalize the environmental impact statement, submit the permits to the US Forestry Service, carry out a 25 hole exploration program and update the resource modeling on the property as recommended in the Technical Report of Minefill Services, updated on September 30, 2008, as described below under Section 4.5.1 of this Listing Application,

• we plan to complete phase two of drilling, which may include some geophysics work, on the La Bufa property recommended in the Geological Report on the La Bufa property dated October

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19, 2007, and updated on January 5, 2009, authored by Richard W. Bybee, P. Geo., as described below under Section 4.5.1 of this Listing Application.

Our planned exploration expenditures for the next twelve months on our Nevada and Mexican mineral properties, together with amounts due to maintain our interest in these claims, are summarized as follows:

Name of Property	Planned Exploration Expenditure
Exploration of Pine Grove Property, Nevada	$1,600,000
Exploration of La Bufa Property, Mexico	$600,000
Exploration of Hannah Property, Nevada	$0
Property Acquisitions	$100,000
Administration (12 months) And Debt Paydown	$900,000
Total	$3,200,000

We had cash of $30,199 and working capital deficit of 2,735,505 as of March 31, 2009. A large portion of this debt will be exchanged for shares in Lincoln at the appropriate time. We will require $3,200,000 in order to carry out our plan of operations over the next twelve months and pay down in cash a significant part of the debt. Accordingly, we require financing of the same magnitude in order to fund our plan of operations for the next twelve months. We plan to complete a further private placement of our securities in order to secure the funds necessary for us to complete our plan of operations for the next twelve months, as outlined above. There is no assurance that this financing will be achieved.

As we have done in the past, we may consider entering into joint venture arrangements to provide the required funding to pursue drilling and advanced exploration of our mineral claims. Even if we determined to pursue a joint venture partner, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of our mineral claims. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our mineral claims to the joint venture partner.

Our exploration plans will be continually evaluated and modified as exploration results become available. Modifications to our plans will be based on many factors, including: results of exploration, assessment of data, weather conditions, exploration costs, the price of gold and available capital. Further, the extent of our exploration programs that we undertake will be dependent upon the amount of financing available to us.

Employees

We have no employees and all activities and exploration programs are carried out through contracts with third parties, including geologists, engineers, drilling companies.

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Government Regulation and Environmental Protection Requirements

We will be required to obtain work permits from the United States Bureau of Land Management (“BLM”) and the US Forestry Service for any exploration work on our Nevada mineral properties that results in a physical disturbance to the land. We will not be required to obtain a work permit for any phase of our proposed mineral exploration programs that does not involve any physical disturbance to the mineral claims, such as data compilation, field work and geochemical surveys. We will be required to obtain work permits for all drilling operations that we plan to conduct on our mineral properties. Prior to commencing drilling operations on any of our properties, we must submit a “Notice of Intent to Operate” to the BLM and post a bond as security for our obligation to complete reclamation activities. We will be required by the Bureau of Land Management to undertake remediation work on any work that results in physical disturbance to the mineral claims, including drilling programs. We estimate that the cost of remediation work for our drilling programs will be approximately $25,000 for each drilling program. The estimated amount of remediation work is included within our budgets for our exploration programs. The actual amount of reclamation cost will vary according to the degree of physical disturbance.

We have made all current Bureau of Land Management filings for our Nevada properties. All claims are in good standing until September 1, 2009. Applicable county fees have also been paid.

The La Bufa property is an exploration concession granted by a branch of the Mexican government and is for a three year terms. Thereafter, the La Bufa property may be converted into an exploitation concession that would have a term of fifty years. The La Bufa property is presently beginning the second year of the term of its exploration concession. An annual fee of $15.72 and $31.62 pesos per hectare is due to the Mexican federal government. The rate increases over time. The total area of the La Bufa exploration concession is 2291.26 hectares. These amounts are subject to change and adjustment by the Mexican authorities.

Competition

We are a junior mineral resource exploration company. We compete with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford more geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact on our ability to achieve the financing necessary for us to conduct further exploration of our mineral properties.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact on our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors.

We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

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Research and Development Expenditures

We have not spent any amounts on research and development activities since our inception. Our planned expenditures on our exploration programs are summarized under the section of this Registration Statement entitled “Description of Properties.”

C.           Organizational Structure

We are not part of a group and have one wholly-owned subsidiary, Minera Lincoln de Mexico, S.A. de C.V. (“Lincoln Mexico”) which was incorporated in Mexico.

D.           Property, Plants and Equipment

The following sets forth information relating to our material mineral properties.

Pine Grove Property, Nevada, United States

Ownership Interest

Wheeler Patent and Wheeler Millsite Patent Claims

On July 13, 2007, we entered into an agreement with the Wheeler Mining Company (“Wheeler”) to lease Wheeler’s 100% owned Wheeler and Wheeler patent 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, we may renew the lease for a period of one year by delivering written notice to the owner prior to November 15 of that year. We must produce a bankable feasibility study on the properties by July 1, 2009, extended to December 31, 2010, and obtain all necessary funding to place the properties into commercial production. We must pay a net smelter royalty of 3% (at a gold price of US$450) to 7% (at a gold price of US$701) 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.

Harvest Lode Claim, Winter Harvest Lode Claim and Harvest Fraction Lode Claim

Pursuant to an agreement dated July 30, 2007, we purchased from Harold Votipka (“Votipka”) the Harvest lode claim, the Winter Harvest lode claim, and the Harvest fraction lode claim, each located within the Pine Grove Mining District in Lyon County, Nevada. The purchase price was US$12,000, which we have paid, and includes a 5% net smelter royalty on production payable to Votipka.

Wilson Mining Claim Group

On August 1, 2007, we entered into an agreement with Lyon Grove LLC, (“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. We can extend the term of the lease for up to ten additional one year terms providing we are conducting exploration mining activities at the expiration of the term immediately preceding the proposed extension term.

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The following lease payments must be made by us:

US$10,000 upon signing the agreement, which we have paid and

US$25,000 prior to each one year anniversary of the lease, (the first one having been made).

We advanced to Lyon Grove a loan of $5,000 bearing an interest rate of 5% per annum to be repaid by July 31, 2008. The loan was repaid.

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 us:

• US$25,000 by August 1, 2008

• US$25,000 by August 1, 2009

• US$50,000 by August 1, 2010

• US$50,000 by August 1, 2011

• US$25,000 by August 1, 2012 and each subsequent year

Upon commencement of production, we must pay a net smelter royalty of 3% to 7% based on gold prices.

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

Additional Staked Claims

Subsequent to the signing of these agreements we have staked 189 claims and the total area covered is now 6 square miles.

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List of Mineral Claims – Pine Grove Project

Claim Name	BLM Serial #	Type	Area-acres
LG1 to LG60 (90 claims)	NMC0960776 - NMC0960865	Unpatented	1859.504
CONTAINS
Wheeler Patent Wheeler Millsite		Patented Patented	73.705 4.989
Wilson Patent		Patented	33.781
Harvest Lode Winter Harvest Harvest Fraction	NMC793071 NMC800355 NMC800356	Unpatented Unpatented Unpatented	20.66 20.66 20.66

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Location and Access

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. A map showing the location and access to the Pine Grove property is presented below.

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A map showing the location of the claims is below.

History of Operations

In 1969, Quintana Minerals of Houston, Texas reportedly was interested in the copper potential of the property and undertook a program of surface mapping and completed one drill hole. The results of that program are not known, and the log/assays from the one drill hole were not available at the time of writing this report.

In 1981, Lacana Mining Corporation of Toronto, Ontario explored the property for gold. This work consisted primarily of surface mapping. No further details on Lacana’s work program or results are available.

In 1988 the property was optioned by Teck Resources of Vancouver, British Columbia. Teck undertook the most extensive exploration program to date, drilling 185 holes for a total of 68,000 feet, and expenditures of US$2.2 million. Teck dropped their option 1992.

Silver Standard briefly explored the property in 1994 but they too subsequently dropped their option.

Present Condition of the Property and Current State of Exploration

While a NI 43-101 has been completed on the property showing resources there are no known reserves on the Pine Grove project, and Lincoln has no plant or equipment on this property.

Geology

The region is dominated by Basin and Range-style, north trending, extensional fault-block mountain ranges separated by alluvium-filled valleys. The ranges have cores of Mesozoic volcanic, sedimentary and intrusive rocks that are in turn overlain by Tertiary sedimentary and volcanic rocks. The Pine Grove Hills occupy a west-dipping structural block that is bounded on the east side by a series of faults, some of which transect the Pine grove District.

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The oldest rocks in the region are a series of middle Triassic to middle Jurassic metavolcanic and metasedimentary rocks and coeval intrusions that are part of a west facing continental are that extended along the western margin of North America in the middle Mesozoic. The sequence has been divided into four packages by Schweickert and others (1991), consisting of a middle to upper Triassic package sub aerial volcanic rocks, an upper Triassic platform carbonate sequence, an upper Triassic to lower Jurassic basinal sedimentary rock package and a middle calc-alkaline volcanic suite.

North to northwest striking, steeply-dipping faults were active during emplacement of the Mesozoic intrusions. The faults down-drop a large cast-west-trending structural block that includes the Yerington Batholith. Faults within the block often contain dikes of granite porphyry and served as loci for hydrothermal fluids.

The most significant geologic feature in the district is a northwest-striking, northeast-dipping normal fault that juxtaposes Mesozoic intrusive rocks in the footwall against intrusive capped by Tertiary sedimentary rocks in the hanging wall. This structure herein termed the “Pine Grove fault” is a diffuse, 200 m-wide extensional shear zone that forms part of the eastern boundary of the Pine Grove Hills structural block. The fault originally had a steep dip but has been rotated to nearly flat by regional extension. Numerous parallel dikes occur within the fault and the structure served as the locus for mineralization in the district.

The deposit at Wheeler comprises a elliptical shaped tabular zone measuring some 400 m by 200 m in plan, by about 90 m in thickness. It lies parallel the Pine Grove fault and its attendant dikes, dipping at about 30 degrees to the northeast. The deposit consists of one to three subparallel, irregular zone of anomalous gold mineralization from 3 m to over 15 m thick that anastomose and coalesce.

Two quartz veins were emplaced early in a transitional chlorite-actinolite alteration event. These were followed by sulphide veinlets, fracture coatings and thin quartz veins occupying brittle faults. The first set does not contain appreciable gold mineralization, however, the second does.

Mineralization at Wilson is confined to discrete tabular zones in the granodiorite that dip between 0 and 10 degrees north. Two or three, and in places up to six, separate, stacked mineralized zones from 3 to 20 m thick are separated by thicker, un-mineralized ryholite porphyry and dacite dikes. The deposit is traceable for 150 m down-dip, and the mineralized zones extend virtually flat for at least another 350 m down-dip to the north where gold bearing veins have been encountered in drill holes. The mineralization at Wilson is much less disrupted than at Wheeler due to a lack of significant shearing events. Alteration at Wilson is similar to that found at Wheeler, although the intensity is much weaker.

Resource Classification

Resources are summarized in the tables below for Wilson and Wheeler, respectively. The resources have been classified as Inferred, according the CIM (2005) resource classification standards.

Cautionary Note to Investors Concerning Estimates of Inferred Resources

The following table uses the term “inferred resources”. Lincoln advises that while this term is recognized and required by Canadian securities regulations (under National Instrument 43-101 Standards of Disclosure for Mineral Projects), 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 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.

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Undiluted Inferred Mineral Resources by Cutoff Grade – Wilson

(assays capped at 0.5 opt)

(assays capped at 0.5 opt) Cutoff (opt)	Tons	Au (opt)	Cu (%)	Au (oz)	Cu (lbs)
0.005	4,647,000	0.018	0.0210	83,531	1,953,000
0.010	2,738,000	0.025	0.0234	69,744	1,284,000
0.015	1,602,000	0.035	0.0252	56,056	807,000

Undiluted Inferred Mineral Resources by Cutoff Grade - Wheeler

(assays capped at 0.5 opt)

Cutoff (opt)	Tons	Au (opt)	Cu (%)	Au (oz)	Cu (lbs)
0.005	4,367,000	0.059	0.0432	257,839	3,774,000
0.010	3,321,000	0.075	0.0465	250,236	3,087,000
0.015	2,647,000	0.091	0.0476	241,981	2,520,000

Interpretation and Conclusions of Report

The Pine Grove district hosts several gold bearing quartz-vein stockwork style deposits emplaced in Mesozoic granitic host rocks. Exploration by Teck Resources in the early 1990’s outlined a bulk tonnage low grade gold resource of roughly 2.5 million tons grading 0.06 opt containing 150,000 ounces. These resources are the un-mined remnants from mining carried out in the district in the late 1800’s.

The author of the Technical Report has classified the resources as inferred as defined in Section 1.2 and 1.3 of NI43-101.

A re-evaluation of the Teck data by MineFill produced similar results for the Wilson deposit, however, at Wheeler the MineFill estimate was considerably higher in both tons and grade. A detailed review of the drill assays superimposed on the Teck polygons revealed large zones of mineralized material that were not included in the Teck estimate.

There appears to be sufficient resources to justify further exploration at Pine Grove, and recommendations are provided herein. The Wheeler deposit shows the best immediate potential since it contains the bulk of the resources, and hosts a higher grade. A ground reconnaissance of the area surrounding the Wheeler and Wilson mines suggests that there may be additional resources which could be added with additional exploration. During the site visit the author noted a number of caved adits and mine dumps in an adjacent drainage to the north of Wilson.

Recommendations of the Technical Report

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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. Management has put together a work plan for the next 12 months which includes the following:

Additional Exploration

• Lands – additional claims - $30,000

• Photogrammetry – stereo orthophotos and digital topography - $30,000

• Reverse circulation drilling(drilling Wilson and Wheeler) - $175,000

(Total = 25 holes for 23,000 ft. at an all-in cost of $20.00/ft. )

• Assaying – 1800 samples - $35,000

• Contract geologists - $100,000

• Drill pads and reclamation work - $30,000

• GIS work - $10,000

• Resource update - $25,000

Sub-Total Budget - $435,000

The objective of this work is 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.

Metallurgical Assessment

• Metallurgical investigation of 4 core holes drilled for this purpose - $100,000

o Bottle roll tests

o Column leach tests

o Environmental characterization

Feasibility including Mine Plans, Closure Plans	- $500,000
Environmental, Archaeological, Water, etc Studies	- $400,000
Permitting procedures	- $100,000
Miscellaneous Costs	- $65,000
Total Cost	- $1,600,000

There is no assurance that further exploration or feasibility work will result in a final evaluation that a commercially viable mineral deposit exists on this mineral property. Lincoln will require additional financing in order to pursue the work. Lincoln does not have sufficient financing to undertake full

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exploration or studies of these mineral claims at present and there is no assurance that we will be able to obtain the necessary financing.

La Bufa Property, Chihuahua, Mexico

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.

Location and Access

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. A map showing the location and access to the La Bufa property is presented below.

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The La Bufa Property consists of three contiguous Mexican Exploration Concessions, La Bufa (No. 219036), La Bufa 1 (No. 222724), and La Bufa 2 (No. 223165) totalling 1,916.21 hectares, as follows:

Name	Type	Title	File	Area Hect.	Issued	Expires	Tax Rate	Pesos	US$
La Bufa	Explor.	219036	16/31696	1040.7594	31/Jan/03	30-Jan-09	$6.0100	$6,256	$585
La Bufa	Explor.	222724	16/32275	485.0000	27-Aug-04	26-Aug-10	$6.0100	$2,916	$273
La Bufa	Explor.	223165	16/32529	765.5000	28-Oct-04	27-Oct-10	$6.0100	$4,602	$430

The La Bufa Property consists of three contiguous Mexican concessions issued by the Direccion General de Minas in 2003 and 2004 to Minera Gavilan, S.A. de C.V., a Mexican subsidiary controlled 100% by Almaden Minerals Ltd. a publicly traded Canadian junior listed on the Toronto Stock Exchange (AMM).

On August 8, 2005, we executed a letter of intent to joint venture the property with Almaden whereby we could earn a 51% interest in the property by undertaking exploration expenditures in the minimum amount of US$2.0 million over 4 years.

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On April 12, 2007, we entered into an option agreement (the “Option Agreement”) with Almaden to acquire a 60% interest in the La Bufa Property. The Option Agreement supersedes and replaces the August 8, 2005 letter of intent to joint venture the property with Almaden. Under the Option Agreement, we will be entitled to earn a 60% interest in the La Bufa Property by (a) undertaking a work program on the Bufa Property aggregating US$3,500,000 in expenditures for mining work, and (b) issuing an aggregate of 1,550,000 shares of our Common Shares to Almaden pursuant to the terms of the Option Agreement.

The US$3,500,000 of expenditures for mining work must be incurred in accordance with the following schedule:

• spend US$500,000 in expenditures (which must include drilling) on the La Bufa Property by the first anniversary of the effective date of the Option Agreement (the “Effective Date”). This obligation is a firm commitment;

• spend an additional US$750,000 on the La Bufa Property by the second anniversary of the Effective Date;

• spend an additional US$1,000,000 on the La Bufa Property by the third anniversary of the Effective Date; and

• spend an additional US$1,250,000 on the La Bufa Property by the fourth anniversary of the Effective Date.

The 1,550,000 shares must be issued in accordance with the following schedule:

• 150,000 shares within 5 business days from the Effective Date;

• 200,000 shares on or before the first anniversary of the Effective Date;

• 200,000 shares on or before the second anniversary of the Effective Date; and

• 1,000,000 shares on or before the fourth anniversary of the Effective Date.

During the term of the Option Agreement, we will be obligated to maintain the La Bufa Property in good standing by completing and filing, or making payment in lieu thereof, of all necessary assessment work on the La Bufa Property and by paying all taxes.

Upon the completion of the expenditure requirements and the share issue requirements as set forth in Option Agreement, we shall be deemed to have earned an undivided 60% interest in the La Bufa Property. Upon our earning an interest in the La Bufa property, all operations shall be conducted by us and Almaden on a joint venture basis. The basic terms of the joint venture are prescribed in the Option Agreement.

We have the right to terminate the Option Agreement by giving Almaden 30 days notice of termination. Upon termination by us, we will have no further obligation to issue any shares or incur any further expenditures for mining work on the La Bufa Property, other than in respect of obligations that had accrued to the date of termination. We have completed the issuance of the initial 150,000 shares, the second issuance of 200,000 shares, and the third issuance of 200,000 shares to Almaden.

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History of Operations

Gold was discovered in the Guadalupe y Calvo district in 1835 with extended periods of production up to 1939. The gold-silver veins were exploited largely by underground operations. A mint was constructed in 1844 by the Mexican government to take advantage of the precious metals production in the district.

Modern exploration work in the district has centered largely in the area of past production which is surrounded completely by the La Bufa concessions. Although the vein system extends beyond the area of the old workings, little exploration work has been conducted. Asarco drilled two angle core holes in the 1970’s on La Bufa ground with both holes encountering ore-grade gold and silver. A previous joint venture on the La Bufa Property between Almaden Minerals Ltd. and Grid Capital Corporation resulted in the drilling of five angle core holes (666.15 m) in three locations during December 2004. Hole GUD04-03 returned encouraging gold-silver-lead-zinc assays from multiple, narrow-vein intercepts (Almaden Minerals News Release, Jan. 24, 2005). However, Grid Capital backed out of the joint venture for undisclosed reasons. We have since entered into a new joint venture with Almaden to explore the La Bufa concession.

The La Bufa Property lies within the Guadalupe y Calvo district which is one of many epithermal gold-silver districts in the Sierra Madre Occidental of western Mexico. The Sierra Madre Occidental is characterized by deeply incised mountains, and has a total relief of about 3,000 meters. Most of the bedrock exposed in the vicinity of Guadalupe y Calvo consists of an upper volcanic series of bedrock which is commonly hundreds of meters in thickness. However, erosional exposures of a lower volcanic series of rock, which is favourable to mineralization and occurs in ranges up to 1,000 meters in thickness, are exposed along the eastern flank and central portions of the northwest-trending Guadalupe River Valley that traverses the La Bufa concession. The contact between the upper and lower volcanic series of rock is rarely exposed.

District mineralization occurs as northwest-trending, epithermal gold-silver-lead-zinc quartz veins and breccia veins with local attending stockworks. The veins occur only in the lower volcanic series. Veins typically range from 1 to 3+ meters in true thickness and are generally steeply dipping but may also have shallow dips. Historic production in the district encountered local mineralized zones measuring tens of meters in thickness. Past mining on the Rosario vein extended for a continuous strike length of over 600 meters on seven levels. The vein system appears to consist of multiple strands and extends south-eastward for a distance of at least 1700 meters across the La Bufa Concession. The main paved road entering the town has a road cut that exposes a 70-meter zone containing multiple quartz veins.

Asarco drill holes on the La Bufa Property encountered encouraging results. Hole H-1 hit 1.4 meters grading 9.0 gram per tonne gold + 324 grams per tonne silver. Hole H-2 hit 1.4 meters grading 6.3 grams per tonne gold + 280 grams per tonne silver. Grid Capital drilled four core holes with their best intercept of 1.6 meters grading 9.0 grams per tonne gold + 447 grams per tonne silver.

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, we 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, heavy snow delayed the survey crew from access to the survey area. Surveying of the property was started in 2007. In February 2008 a core drilling program was initiated and completed on the La Bufa gold-silver property (2,291

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hectares) in the Guadalupe y Calvo mining district in southwestern Chihuahua State. Twelve widely spaced angle core holes focused on the El Rosario gold-silver vein system which extends southward onto the La Bufa property from the historic Rosario mine. The exploration holes are generally 100 to 150+ meters apart and most are drilled in two-hole “fences” at 45°and 60°. Drilling is designed to determine the most favourable portions of the vein system in the southern part of the La Bufa property. Total drilling to date is approximately 4,466 meters with hole LB-DDH-012 still in progress.

Encouraging results have been received from over 300 meters of vein system strike length which remains open to the northwest towards the adjacent Rosario mine (Gammon Gold) over 400 meters away. Twelve drill holes are now present in the Santo Niño zone. Seven holes are from Lincoln Gold’s drilling program (2008) and five holes are from a previous operator, Grid Capital Corporation (2004). Assays are pending from holes 11 and 12. Gold-silver mineralization occurs in steeply dipping quartz-breccia veins and stockworks hosted in “Lower Volcanics” (tuffs) which overlie various coarse-grained granitic basement rocks. Results to date suggest that gold-silver mineralization occurs in the upper portion of the vein system.

Once all assays and drill logs are completed, Lincoln Gold will interpret the data and plan a phase 2 exploration program. Phase 2 will include off-set drilling of high-grade intercepts as well as step-out drilling towards the El Rosario mine. The company eagerly waits to initiate drilling in the northwestern portion of the La Bufa property where past surface samples returned assays ranging from1.07 to 4.28 gpt gold and 186 to 838 gpt silver. At least 4 km of potential vein system strike length are present northwest of the Rosario mine.

The Geological Report includes a recommendation that we acquire the El Chapito concession as soon as possible and preferably before any drilling is conducted.

Recommendations of the Geological Report

Based on the scope and the results of exploration activities completed to date on the Property, a two-phase exploration program is recommended. Because the southern La Bufa concession is at a more advanced stage of exploration and drill targets have been identified, phase-1 would consist of a core drilling program that could be initiated as soon as drill contracts can be made, necessary permits obtained and logistical support are in place. A core drilling program of 15 holes averaging 400 meters each is recommended as phase-1 and is considered the minimum required to give a reasonable chance for success. Proposed sites have been plotted on a plan map (below) and two or more holes drilled at different angles of inclination could be completed at selected sites in order to test down-dip continuity of the structures. Surface owners in Guadalupe y Calvo include private landowners and the city government and initial contact with these surface owners has been made in order to secure access permission.

Preliminary metallurgical studies should be included as part of the drilling program and would include bottle roll tests along with thin section and polished section investigations to determine basic mineralogy. Phase-1 of the recommended work program would also consist of continued reconnaissance throughout the concessions, including mapping and sampling in the northern concessions of La Bufa 1 and La Bufa 2. A district-wide structural study using satellite imagery, air photos and verification by ground checks should also be part of this program. In addition, follow-up work by mapping and rock sampling in areas of soil anomalies related to quartz veinlets in altered Upper Volcanic Group rocks at the northern limit of the soil grid is needed. The district-wide reconnaissance, sampling and structural interpretation studies that are recommended should be completed and are not dependent on results of the drilling recommended in the southern portion of the La Bufa concession. The additional reconnaissance and related work could be carried out consecutively during the phase-1 drilling and if drill targets are identified they could be tested during the phase-2 drilling program.

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It is recommended that Phase-2 consist of a greatly expanded core drilling program that would provide a geologic, assay and preliminary metallurgical database of sufficient size and quality to be the basis for initial resource modeling. This phase-2 program would require the drilling of 40-50 holes on approximately 25-meter centers. Initial site planning and land use issues would also be addressed during this phase. The initiation of phase-2 program will be dependent on successful results of phase-1 drilling. Successful drilling results for phase-1 would be defined as the discovery of gold-silver mineralization, along the Santo Niño Vein or parallel structures in the footwall and hanging wall, with potentially economic grades and widths that would justify continued expenditures on the Property.

The anticipated budget over the next 12 months for the next work program recommended on the La Bufa property is set out below:

Activity	Amount/Persons	Time Required	Amount ($US)
Drilling
Drilling	4,000 meters (10 holes at 400m)	90 days	320,000
Drilling Support	2 geologist, helpers, includes travel	90 days	60,000
	and field expenses
Site Facilities	Equipment, Storage and Consumables	120	30,000
Analytical	1,000 samples	60 days	27,000
Metallurgical	20 samples	90 days	15,000
Data Workup	1 geologist, 1 GIS	45 days	30,000
Drilling Total			492,000
District
Reconnaissance	1 geologist	40	30,000
IP Survey	5 kilometers		30,000
Data Workup	1 geologist, 1 GIS	30	25,000
District Total			85,000
Sub Total			$577,000
Drilling & IP	Contingency		23,000
Total			$600,000

We plan plans to complete the exploration program outlined above over the next 12 to 18 months, subject to it achieving the necessary financing.

There are several key factors that can delay completion of the exploration program as follows:

• delays in the permit approval process for drilling;

• limited availability of core rigs in Mexico;

• lack of funding.

Factors that could cause exploration costs to be greater than anticipated are largely from drilling conditions and include the following:

• caving ground;

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• lost circulation;

• artesian water;

• stuck drill steel;

• drilling in near proximity to the town (special compensation, noise, etc.).

The exploration program is being managed on site by Filiberto Lopez who has extensive experience in Mexico. Our vice-president of exploration, Jeffrey L. Wilson, P. Geol. State of Utah, will oversee the project.

HANNAH PROPERTY, CHURCHILL COUNTY, NEVADA, USA

The Hannah Property is located approximately 55 miles east of Reno, Nevada in the southern portion of the Trinity Range north of Interstate 80 in Churchill County. Access is east from Reno via Interstate 80 and then north on gravel and dirt roads from Hot Springs Flat to the Property.

Lincoln has an option to acquire a 100% interest in the claims comprising the Hannah project, subject to a net smelter royalty, pursuant to an option agreement dated December 24, 2003, as amended January 7, 2007 and January 10, 2008, between us and Larry and Susan McIntosh of Gardnerville, Nevada. Lincoln has the option to acquire a 100% interest in the Hannah property by making aggregate payments to the McIntosh’s in the amount of US$210,000. Lincoln may exercise this option at any time prior to the ten year anniversary of the effective date of the agreement, being December 24, 2013. To date US$61,000 has been paid into this option agreement.

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Location and Access

The Hannah Property is located approximately 55 miles east of Reno, Nevada in the southern portion of the Trinity Range north of Interstate 80 in Churchill County. Access is east from Reno via Interstate 80 and then north on gravel and dirt roads from Hot Springs Flat to the Property. A map showing the location of and access to the Hannah property is presented below:

Ownership Interest

The Hannah property is comprised of twenty-three (23) unpatented lode claims covering approximately 460 acres (0.72 sq. miles) in Churchill County, Nevada.

Lincoln has an option to acquire a 100% interest in the claims comprising the Hannah project, subject to a net smelter royalty, pursuant to an option agreement dated December 24, 2003 between us and Larry and Susan McIntosh of Gardnerville, Nevada, as optionors. Lincoln has the option to acquire a 100% interest in the Hannah property by making aggregate payments to the optionors in the amount of US$210,000. Lincoln may exercise this option at any time prior to the ten year anniversary of the effective date of the agreement, being December 24, 2013. Lincoln is obligated to make the following option payments in order to maintain our option agreement in good standing:

Date of Payment	Amount of Option Payment
December 24, 2003	US$5,000 (paid)
January 10, 2005	US$5,000 (paid)
January 10, 2006	US$10,000 (paid)

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Date of Payment	Amount of Option Payment
January 10, 2007	US$15,000 (in quarterly payments)
January 10, 2008	US$20,000 (in quarterly payments)
January 10, 2009	US$16,000 (US$6,000 paid)
January 10, 2010	US$25,000
January 10, 2011	US$25,000
January 10, 2012	US$25,000
January 10, 2013	US$50,000

Lincoln will be deemed to have exercised the option upon completion of the above option payments at which time Lincoln will be entitled to a 100% interest in the Hannah property, subject to the payment of a net smelter royalty to the optionors. The net smelter royalty will be calculated as 3% of net smelter returns, as defined in the option agreement, if the price of gold is less than or equal to US$400 per ounce, and 4% of net smelter returns if the price of gold is greater than $400 per ounce. If Lincoln exercises the option, Lincoln will have the right to reduce the net smelter royalty by 1%, up to a maximum of 2%, upon the payment of US$500,000 to the optionors for each 1% of reduction as set out in the table below:

Gold Price (US$ per ounce)	Net Smelter Royalty payable on execution of the Agreement	Net Smelter Royalty payable after first payment of US$500,000	Net Smelter Royalty payable after second payment of US$500,000
Less than or equal to $400	3%	2%	1%
Greater than $400	4%	3%	2%

If Lincoln completes a positive feasibility study for the development or mining of mineral products on the Hannah property and obtains all government approvals, consents, licenses and permits to construct, develop or operate a mine on the Hannah property prior to January 10, 2013, Lincoln will be obligated purchase the Hannah property prior to the commencement of mining of mineral products. In this event, the purchase price for the Hannah property shall be the sum of all unpaid option payments due to the optionors through January 10, 2013.

Lincoln has the exclusive right to conduct exploration on the Hannah property during the term of the option agreement, provided that Lincoln makes the required option payments. Lincoln is obligated to make all federal and county claim maintenance fees in a timely manner to keep the claims in good standing during the term of the option agreement. In the event that Lincoln does not make any required option payment, then the optionors will be entitled to terminate the agreement and Lincoln will lose our interest in the property. However, Lincoln will not have any obligation to make further option payments in the event of termination due our inability to make any required option payment. Lincoln may surrender its interest in the property and terminate the agreement at its election upon written notice to the optionors. In this event, the optionors will retain all option payments paid pursuant to the agreement.

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Lincoln has paid the BLM and County annual claim maintenance fees that are required to be made. Lincoln is not obligated to complete any minimum exploration expenditures or other work commitment in order to maintain it’s option on the Hannah property.

In February 2009, the Company entered into an option agreement with Enexco International Inc. (“Enexco”), whereby Enexco can earn a 60% interest in the Hannah property by completing the following within a year:

• Pay the Company US$15,000 (received) upon signing the agreement
• Pay the underlying option payments, not to exceed US$25,000 for the year
• Make necessary claim maintenance fees and certain drilling requirements

If Enexco completes all the above items by February 2010, they will have exercised their option and acquired a 60% interest in the property. Enexco has announced that a drill program will commence on the property in June, 2009.

History of Operations

Various old shafts, adits, and numerous small prospects are on the Hannah Property from prospecting in the early 1900’s. Cominco was active in the general area in the 1960’s and Chevron drilled three scattered holes on the claim block in the 1980’s. None of Chevron’s holes tested the Hannah gold target. Four backhoe trenches were dug by Cordex in the late 1990’s, however no follow-up work was conducted. NDT Ventures held the property in 2002 but conducted no significant work. A total of 50 soil samples and 329 rock-chip samples have been collected from the property and assayed.

Present Condition of the Property and Current State of Exploration

The Hannah Property is in the early stage of exploration and presently contains no known gold or silver resources. Lincoln’s current state of exploration consists of geologic mapping, soil and rock-chip sampling, a ground magnetometer survey, and 11 reverse-circulation drill holes (4,815 ft) drilled by the Company in 2005. Shallow ore-grade gold and silver mineralization is present in two adjacent drill holes.

There is no plant or equipment on the Hannah Property other than some scattered remnants of past prospecting. The property consists of barren land with no improvements with the exception of dirt roads.

Lincoln has no formal reports on the Hannah Property. However, Lincoln does have all soil and rock-chip sample maps and results, a preliminary geologic map, a ground magnetometer map, and drill hole logs and assay results from 11 reverse-circulation drill holes.

Lincoln conducted in 2006 a ground magnetometer survey in the vicinity of mineralized drill holes H-1 and H-11 which were drilled in a northwest-trending, highly oxidized shear zone. Results show a magnetic high to the northwest buried under pediment gravels and a magnetic low to the southeast beneath alluvium. The abrupt transition area from low to high magnetic response offers a possible structural intersection between contrasting rocks types. Structural intersections are potential gold-silver targets.

Lincoln would like to conduct offset drilling from the two holes that encountered ore-grade gold-silver mineralization. However, Lincoln is also showing the property to multiple “juniors” who have expressed potential interest in participating in a joint venture on the Hannah Property. In February Lincoln concluded a joint venture agreement the Hannah Property with Enexco International Inc, see above. It is important to note that there is no “work obligation” in the property option agreement.

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Owing to this situation, the property may sit idle, provided that Lincoln continues to make the payments required under the option agreement.

Lincoln’s plan of exploration for the Hannah Property is as follows:

Description of Phase of Exploration	Description of Exploration Work Required
Acquire Joint Venture Partner	Execute an Exploration Agreement with Option to Joint Venture with a potential joint venture partner (a “JV Partner”)
Exploration Trenching	JV Partner conducts trenching across target with an excavator
Phase 2 Drilling	JV Partner drills 5 to 10 angle RC drill holes
Data Evaluation	Evaluate results

The anticipated timetable and estimated budget for completion for each stage of exploration is as follows:

Stage of Exploration	Estimated Cost of Completion
Acquire Joint Venture Partner	$0
Exploration Trenching	$0 (Partner’s Cost)
Phase 2 Drilling	$0 (Partner’s Cost)
Bottle-Roll Metallurgical Tests	$0 (Partner’s Cost)
Data Evaluation	$2,000

All significant work is expected to be conducted by a joint venture partner using qualified contractors.

Geology

The Hannah Property lies in “exotic” metamorphic terrain comprised of Triassic metavolcancis (greenstones) and various Cretaceous intrusive rocks and Tertiary lake beds (no formation names). A highly oxidized, northwest–trending, gold-silver-bearing shear zone cuts the metavolcanic rocks and is exposed in an outcrop approximately 50 to 100 ft wide and 300 ft long at the edge of the pediment. Pediment and alluvial gravels cover the shear zone to the northwest and southeast. The altered shear zone consists of hydrothermally altered breccia that contains conspicuous iron-oxides and bleaching. Two drill holes cut the zone. Angle hole H-1 (-45º) encountered 35 ft @ 0.016 opt gold from 40 to 75 ft and angle hole H-2 (-60º) encountered 10 ft @ 0.094 opt gold + 5.1 opt silver from 15 to 25 ft. This mineralization is believed to continue under gravels to the northwest and southeast. Similar, although much narrower, shear zones occur on the property and extend up to 1,200 ft in strike length.

Other Properties

Over the last four years the Company has explored and has joint ventured a number of properties which it has subsequently returned to their original owners or dropped.

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ITEM 4A        UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5           OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following should be read in conjunction with our financial statements, forming a part of , including note 18 to the annual financial statements, which provides reconciliations of material measurement differences between US GAAP and Canadian GAAP, as well as Item 4 – “Description of Business” of .

Unless otherwise indicated, all dollar figures ($) in this Item 5 are presented in Canadian dollars.

Overview

We are an exploration stage company that has not earned revenues from our core business to date. We are currently undertaking the plan of operations described under Item 4 – “Information on the Company”. We will require additional financing to fund this plan of operations.

Going Concern

Our financial statements are prepared on the basis that we will continue operations as a going concern. Given that we have no source of significant revenue, this assumption is subject to the further assumption that there will continue to be investment interest in equity funding to explore our mineral projects. We can give no assurance that we will continue to be able to raise sufficient funds. Should we be unable to continue to do so, we may be unable to realize on the carrying value of our projects and the net realizable value could be materially less than our liabilities, with a potential for total loss to our shareholders.

Critical Accounting Policies

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of commitments and contingencies at the date of the financial statements and the amounts of revenue and expenses reported during the period. A significant area requiring the use of management estimates involved the determination of stock based compensation.

We evaluate our estimates on an ongoing basis and base them on various assumptions that are believed to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our accounting policies are set out in the notes to the accompanying financial statements.

Mineral property interests

We charge to operations all exploration and development expenses incurred prior to the determination of economically recoverable reserves. These costs would also include periodic fees such as license and maintenance fees and advance royalty payments.

We capitalize direct mineral property acquisition costs and those exploration and development expenditures incurred following the determination that the property has economically recoverable reserves. Mineral property acquisition costs include cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant

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agreement. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred. An exploration property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

Stock-Based Compensation

The fair value of stock options granted is determined using the Black-Scholes option pricing model and recorded as stock-based compensation over the vesting period of the stock options.

A.           Operating Results

Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements included in Item 17 of this Annual Report. Our results of operations are summarized below.

Years Ended December 31		2008			2007			2006
					(Restated -			(Restated -
		(CDN$)			CDN$)			CDN$)
Exploration Expenses (Note 6)	$	2,025,586		$	343,137		$	115,764
Administrative Expenses
Administrative support		55,655			24,070			-
Amortization		10,066			4,630			3,277
Consulting fees		63,582			32,086			2,602
Foreign exchange (gain) loss		(26,477	)		4,991			2,318
Interest expense		154,735			12,690			12,132
Investor relations		65,283			162,685			145,899
Management fees		10,488			27,773			71,248
Office		46,353			34,006			32,786
Professional fees		279,136			204,587			55,510
Property investigation and due diligence		4,116			5,528			4,336
Regulatory and shareholder services		31,965			30,111			5,750
Stock-based compensation (Note 9)		-			262,480			-
Travel and entertainment		9,284			14,742			20,526
Loss before other items		(2,729,772	)		(1,163,516	)		(472,148	)
Other items
Interest income		674			4,526			2,940
Loss on disposition of equipment		(809	)		-			-
Gain on settlement of debt (Note 8)		46,667			-			-
Loss before taxes		(2,683,240	)		(1,158,990	)		(469,208	)
Loss and Comprehensive Loss for the year		(2,683,240	)		(1,158,990	)		(469,208	)
Deficit, beginning of year (as restated)		(5,578,953	)		(4,419,963	)		(3,950,755	)
Deficit, end of year	$	(8,262,193	)	$	(5,578,953	)	$	(4,419,963	)
Basic and diluted loss per common share	$	(0.05	)	$	(0.02	)	$	(0.01	)
Weighted average shares outstanding		54,260,915			47,172,000			42,366,000

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Year Ended December 31, 2008 versus Year Ended December 31, 2007

We had no revenues during the year ended December 31, 2008 or the year ended December 31, 2007. We have not generated any revenue from our operations to date.

General and administrative expenses of $704,186 for 2008 were approximately $100,000 lower than the 2007 expenses of $820,379. Exploration expenditures of $2,025,586 for 2008 were significantly higher than the 2007 expenditures of $343,137 which reflects the increased exploration and property acquisition activities as a result of the acquisition and exploration of both the Pine Grove and La Bufa properties. If the 2007 stock-based compensation amount of $262,480 was not included in the 2007 general and administrative expenses then 2008 expenses were higher by approximately $146,000. The main difference between the two years is the amount of interest that has been incurred due to the number of loans and note payables that the Company owes.

B.           Liquidity and Capital Resources

Historically, our operations have been financed by advances from related parties and proceeds from issuance of common shares and equity. We anticipate continuing to rely on equity financings to continue our plan of operations.

Cash and Working Capital

Our cash position at December 31, 2008 was $1,553 compared to $123,201 as of December 31, 2007. We had a working capital deficit of $2,517,729 at December 31, 2008, compared to a working capital deficit of $71,665 as of December 31, 2007.

Plan of Operations

We estimate that our total expenditures over the next twelve months will be approximately $3,200,000 as outlined above under the heading “Plan of Operations”. Based on our planned expenditures and our working capital, we will require a minimum of approximately $3,200,000 to proceed with our plan of operations over the next twelve months, including the partial pay down of short term debt. Of the approximately $2.5M that the company shows as debt at the end of December 2008 about $1.4M will be settled as shares for debt. The other $1.1M will need to be settled in cash. In addition, we anticipate that we will require additional financing in order to pursue our exploration programs beyond the preliminary exploration programs for our mineral properties that are outlined above.

If we are unable to achieve the necessary additional financing, then we plan to reduce the amounts that we spend on our exploration activities and administrative expenses in order to be within the amount of capital resources that are available to us. Specifically, we anticipate that we would defer drilling programs pending our obtaining additional financing.

Financings

In December 2008, in consideration for a loan of US$50,000, the Company issued to the lender 100,000 shares at a value of $2,000.

In August 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 valued at $42,750 to the lender.

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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.

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. The Company paid finder’s fees of $30,563 in relation to these two private placements in May 2008.

On January 21, 2008 we completed a private placement of 2,067,000 units, at a price of $0.20 per unit for total proceeds of $413,400. Each unit consists of one share and one-half of one share purchase warrant. Each whole purchase warrant entitles the purchaser to acquire one additional share at a price of $0.25 per share for a for a two year period from the date of the issuance of the warrants. The securities issued in the private placement are subject to a four month hold period under Canadian Securities law expiring May 22, 2008. Finder's fees in cash were paid to a finder in this offering.

In August 2007, we completed a private placement financing for gross proceeds of $425,000 upon the issue of 4,250,000 units at $0.10 per unit. We netted $410,000 after costs of $15,000 were deducted. Each unit was comprised of one share and one share purchase warrant. Each warrant entitles the investor to purchase one additional share at a price of $0.15 per share for a two year period from the date of the issuance of the warrants.

In May 2007 the Company completed a private placement and issued 3,275,000 units at US$0.10 per unit for proceeds of US$327,500. Each unit consisted of one common share and one share purchase warrant with each warrant exercisable to acquire one common share at US$0.15 per share for a term of two years. The Company incurred share issuance costs of US$19,425 in connection with this private placement.

In April, 2007 the Company issued 210,000 shares of common stock at a value of US$23,850 pursuant to a mineral option agreement of which 60,000 shares with a value of US$9,600 relate to a mineral property payable recorded at December 31, 2006.

In February 2007, the Company issued 666,666 shares to settle a share issuance obligation

During the year ended December 31, 2006, we completed the offering of 1,075,000 units (each a “Unit”) at a price of $0.20 per Unit for total proceeds of $215,000 on July 27, 2006. We completed this offering pursuant to our Form SB-2 registration statement filed with the Securities and Exchange Commission pursuant to the United States Securities Act of 1933 (the “Act”). Each Unit comprised of one share, one-half of one Series A Warrant and one whole series B Warrant. Each whole Class A Warrant will be exercisable to acquire one share (each a “Class A Warrant Share” and together, the “Class A Warrant Shares”) at $0.35 per share and will expire on the date that is one year from the date of issuance. Each whole Class B Warrant will be exercisable to acquire one share (each a “Class B Warrant Share” and together, the “Class B Warrant Shares”) at $1.35 per share and will expire on the date that is four years from the date of issuance. Each of the Class A Warrants and the Class B Warrants are subject to accelerated exercise provisions. We applied the proceeds from this financing for general corporate purposes.

Outstanding Payable

Loan payable

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In November 2008, the Company received loan proceeds of US$50,000 bearing an interest rate of 10% per annum, calculated and compounded monthly and must be repaid on the earlier of the closing of a financing, or the closing of the LPT transaction (Note 1), or April 15, 2009. The Company is currently in default on this loan. The Company pledged certain of the Pine Grove mineral property claims as collateral. The Company issued 100,000 common shares pursuant to this agreement as a financing cost, valued at $2,000. These shares must be equal to post consolidated shares after the LPT transaction so additional shares will need to be issued.

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 assets. 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 issued 37,500 share purchase warrants in relation to this convertible loan, with 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.

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.

On December 18, 2008 a director of the Company paid out the convertible loan indebtedness of $75,000 plus accrued interest of $20,047 totalling $95,047 in return for the assignment of that debt. As part of such payout the third party’s general security agreement over the Company’s assets was discharged. The $95,047 debt is unsecured and accrues interest at a rate of 5% per annum. This amount is included in the convertible loans from related parties on the balance sheet.

Convertible loans from related parties

During the year ended December 31, 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.

The Company signed an agreement whereby the $181,000 loan would be settled as $10,000 cash and the issuance of 3,420,000 shares of the Company contingent on the completion of the transaction with LPT but no later than June 30, 2009, amended to August 31, 2009.

During the year ended December 31, 2008, the Company received further convertible loan proceeds of $154,047 from a director of the Company of which $95,047 relates to the assumption of convertible loan indebtedness. The principal amount of $25,000 bears interest at 5% per annum until December 31, 2008, and at 10% per annum subsequent to December 31, 2008. The remaining principal amount of $129,047 bears interest at 5% per annum until December 31, 2009, and at 10% per annum subsequent to

- 47 -

December 31, 2009. 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

The Company signed an agreement whereby $59,000 of the loan would be settled with the issuance of 1,180,000 shares of the Company contingent on the completion of the transaction with LPT but no later than June 30, 2009, amended to August 31, 2009.

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 $46,034 of accrued interest is included in the note payable.

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 but no later than June 30, 2009.

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 and were valued at $42,750.

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 but no later than June 30, 2009.

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.

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 but no later than June 30, 2009, amended to August 31, 2009.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive exploration activities.

Future Financings

We will require additional financing in order to proceed with the exploration of our mineral properties. We plan to complete private placement sales of our common shares in order to raise the funds necessary to pursue our plan of operations and to fund our working capital deficit. Issuances of additional shares

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will result in dilution to our existing shareholders. We currently do not have any arrangements in place for the completion of any private placement financings and there is no assurance that we will be successful in completing any private placement financings.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

C.           Research and Development

Not applicable to our business.

D.           Trend Information

We consider that our ability to raise additional financing in order to complete our exploration programs and the plan of operations for our mineral properties during our fiscal year 2008 and beyond will be impacted by a number of factors, including the price of gold or other minerals, applicable laws and regulations, political conditions, currency fluctuations, the hiring of qualified people and obtaining necessary services in jurisdictions where the Company operates. The current trends relating to these factors could change at any time and negatively affect the Company's operations and business.

E.           Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes of financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investment.

F.           Tabular Disclosure of Contractual Obligations

The following table outlines our current contractual obligations as at December 31, 2008:

	Payments due by period
	Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Long-term Debt Obligations	$1,798,921	$1,798,921	$-	$-	$-
Capital (Finance) Lease Obligations	$-	$-	$-	$-	$-
Operating Lease Obligations	$-	$-	$-	$-	$-
Purchase Obligations	$-	$-	$-	$-	$-
Other Long-term Liabilities	$-	$-	$-	$-	$-
Total	$-	$-	$-	$-	$-

G.           Safe Harbor

This document may contain forward-looking statements. We desire to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this statement for the express purpose of availing ourselves of the protections of the safe harbor with respect to all forward-looking statements. Several important factors, in addition to the specific factors discussed in connection

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with such forward-looking statements individually, could affect our future results and could cause those results to differ materially from those expressed in the forward-looking statements contained herein.

We estimated or anticipated future results or other non-historical facts are forward-looking and reflect our current perspective of existing trends and information. These statements involve risks and uncertainties that cannot be predicted or quantified, and consequently actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, the success of our exploration and development activities, environmental and other regulatory requirements, foreign exchange issues, mineral deposit estimates and mineral prices, competition by other mining companies, financing risks, mineral title issues, insider conflicts of interest, political stability issues, and other risks and uncertainties detailed in this report and from time to time in our other Securities and Exchange Commission filings.

Therefore, we wish to caution each reader of this document to consider carefully these factors as well as the specific factors that may be discussed with each forward-looking statement in this document or disclosed in our filings with the SEC as such factors, in some cases, could affect our ability to implement our business strategy and may cause actual results to differ materially from those contemplated by the statements expressed therein. Forward-looking statements are subject to a variety of risks and uncertainties in addition to the risks referred to in "Risk Factors" under Item 3.D above.

ITEM 6           DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.           Directors and Senior Management

The following table sets forth information relating to our directors and senior management as at the date of :

Name	Position	Age	Position Held Since
Andrew F. B. Milligan (1)	Director and Chairman of the Board	85	April 12, 2004
Paul F. Saxton	President, Chief Executive Officer, Chief Operating Officer, Treasurer and Director	63	April 12, 2004
James Chapman	Director	54	April 12, 2004
Marc LeBlanc (1)	Director	46	Feb 28, 2008
Nathalie Pilon	Chief Financial Officer	40	March 20, 2008
Jeffrey L. Wilson	Vice-President - Exploration	60	May 12, 2005
Mary Martin	Corporate Secretary	52	Feb 1, 2008

Notes:

(1) Member of Audit Committee and Compensation Committee.

The following is biographical information on each of the persons listed above:

Paul F. Saxton, President, Chief Executive Officer, Chief Operating Officer, Treasurer and Director

Mr. Saxton was appointed as a director of the Company on March 26, 2004. Our board of directors also appointed Mr. Saxton as our chief executive officer as of March 26, 2004. Paul Saxton is a mining engineer who also holds an MBA from the University of Western Ontario. He has been active in the mining industry since 1969, holding various positions including mining engineer, mine superintendent,

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President and CEO of numerous Canadian mining companies. Following 10 years with Cominco, Paul became Vice President and President of Mascot Gold Mines Ltd., initially working on the design and construction of the Nickel Plate mine in BC. Subsequently Paul became a Vice-President of Corona Corporation where he was responsible for western operations and exploration for the company and was instrumental in the re-opening of the Nickel Plate. In 1989, Paul was appointed Senior Vice President of Viceroy Resource Corporation where he was responsible for obtaining financing and the construction and operations of the Castle Mountain mine in California. As President of Loki Gold Corporation and Baja Gold Inc, Paul was responsible for bringing the Brewery Creek Gold mine into production. Following his departure from Viceroy in 1998, Paul became President of Standard Mining Corp., organizing the company and supervising its exploration activities until 2001, when Standard Mining Corp. was merged with Doublestar Resources Ltd.

Andrew F. B. Milligan, Chairman and Director

Mr. Andrew Milligan was appointed as one of our directors on March 26, 2004. Our board of directors also appointed Mr. Milligan as our chairman as of March 26, 2004. Mr. Milligan is 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. Mr. Milligan was a director of Quest until June, 2003. He is currently a director of several mining companies trading on both the American Stock Exchange and the TSX Venture Exchange.

James Chapman, Director

Mr. Chapman was appointed as one of our directors on April 12, 2004. Mr. Chapman graduated from the University of British Columbia in 1976 with a B.Sc. Geology degree and has focused on mineral exploration primarily for junior mining companies and consulting groups. This experience has incorporated all aspects of the industry from property evaluation, project generation through implementation and report preparation for owners, clients and regulatory authorities. Since 1982 he has operated as an independent consulting geologist on projects including precious and base metals, uranium, diamonds and phosphate, from reconnaissance level projects to deposit definition drill programs. He is a “Qualified Person” under Canadian regulations, as defined by National Instrument Policy 43.101.

Marc LeBlanc, Director

Mr. Marc LeBlanc was appointed as a director on March 26, 2008. Mr. LeBlanc has been the VP Corporate Development Mercator Minerals Ltd. since May 2007 and their Corporate Secretary since January 2005. Mr. LeBlanc is currently a member in good standing with the Canadian Society of Corporate Secretaries and the British Columbia Paralegal Association and a member of the Prospectors and Developers Association of Canada. Mr. LeBlanc holds a Bachelor of Arts Degree from Simon Fraser University and an Associates Degree in Legal Studies from Capilano College. Prior to joining the Corporation, Mr. LeBlanc provided consulting services to a number of public mining companies in the areas of corporate finance and regulatory affairs in the review and preparation of offering materials and continuous disclosure filings pursuant to Canadian and US securities legislation and regulation. From 2000 to May 2004, Mr. LeBlanc was employed with a number of Vancouver law firms and was responsible for the preparation and review of all continuous disclosure documents for publicly traded companies listed in North America and Europe and ensuring the maintenance of these companies of the requirements of Canadian and US securities legislation and regulations. Mr. LeBlanc was formerly the Assistant Corporate Secretary of Miramar Mining Corporation and Northern Orion Explorations Ltd. responsible for all corporate and securities filings, disclosure requirements and exchange maintenance with the Toronto Stock Exchange and the NASDAQ Stock Market. Mr. LeBlanc is and has been a director or officer of a number of public mining and industrial companies.

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Nathalie Pilon, Chief Financial Officer

Ms. Pilon is a graduate of the Universite de Sherbrooke and is also a Certified Management Accountant. Ms. Pilon is a financial reporting consultant for a number of listed companies on both Canadian and US exchanges. She focuses on complementing the existing financial teams of various companies by providing expertise in various accounting and financial areas.

Jeffrey L. Wilson, Vice-President - Exploration

Mr. Wilson has been appointed as our Vice President - Exploration on May 25, 2004. Mr. Wilson has twenty-seven years of professional exploration experience in the United States, Mexico and Central America with emphasis on gold. He served as Director of Exploration for Echo Bay Exploration Inc. for eleven years, first in western U.S. and later in Mexico and Central America. He earlier served as Exploration Manager, Western U.S., with Tenneco Minerals Company, with most projects in Nevada. Mr. Wilson earned his MSc. in Geology from the University of Southern California.

Mary Martin, Corporate Secretary

Ms. Martin

Ms. Martin is an Office Administrator who has over 25 years of experience. From 2004 to 2006, she was a Contract Administrator for MacDonald Dettwiler in Richmond, BC. From 2006 to 2007, she was at Mundoro Mining Inc. and was appointed Corporate Secretary. She is currently Office Manager and Corporate Secretary of Lincoln Gold Corporation.

Certain of Lincoln's directors and officers are part-time and serve as officers and/or directors of other resource exploration companies and, as such, are engaged in, and will continue to be engaged in, the search for additional resource opportunities on behalf of such other companies. In particular, the success of Lincoln and its ability to continue to carry on operations is dependent upon its ability to retain the services of certain directors and officers of the Company.

B.           Compensation

Executive Compensation

The Corporation has three (3) executive officers. During the Corporation’s financial year ended December 31, 2008 the aggregate direct remuneration paid or payable to the Corporation’s executive officers by the Corporation and its subsidiaries, all of whose financial statements are consolidated with those of the Corporation, was $70,067.

“Named Executive Officer” means each Chief Executive Officer, each Chief Financial Officer and each of the three most highly compensated executive officers, other than each Chief Executive Officer and Chief Financial Officer, who were serving as executive officers at the end of the most recently completed fiscal year and whose total salary and bonus exceeds $150,000. Mr. Paul Saxton acted as our Chief Executive Officer and Chief Financial Officer during the financial year ended December 31, 2007. None of our executive officers received total compensation exceeding $150,000 during 2008. Accordingly, Mr. Saxton and Ms. Pilon are our only Named Executive Officers. The compensation paid to the Named Executive Officers during the Corporation’s three most recently completed financial years of December 31 is as set out below:

The following table summarizes the compensation paid by us to our executive officers during our last three fiscal years ended December 31, 2008:

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Summary Compensation Table

NAMED EXECUTIVE OFFICERS Name and Principal Position	Year	Annual Compensation			Long Term Compensation			All Other Compen- sation ($)
					Awards		Payouts
		Salary ($)	Bonus ($)	Other Annual Compen -sation ($)	Securities Under Options/SA RsGranted (#)	Shares or Units Subject to Resale Restrictions ($)	LTIP Payouts ($)
Paul F. Saxton President, Chief Executive Officer, and Chief Operating Officer	2008 2007 2006	$10,488 $24,174 $20,545	Nil Nil Nil	Nil Nil Nil	Nil 600,000 Nil	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil
Nathalie Pilon. Chief Financial Officer	2008	Nil	Nil	$18,638	Nil	Nil	Nil	Nil

Notes:

(1) Nathalie Pilon was appointed as Chief Financial Officer of the Corporation on March 26, 2008.

Long-Term Incentive Plan Awards

Long term incentive plan awards (“LTIP”) means “a plan providing compensation intended to motivate performance over a period greater than one financial year. LTIPs do not include option or stock appreciation rights plans or plans for compensation through shares or units that are subject to restrictions on resale. The Corporation did not award any LTIPs to any Named Executive Officer during the most recently completed financial year.

Options

The share options granted to the Named Executive Officers during the financial year ended December 31, 2008 were as follows:

Option Grants During the Most Recently Completed Financial Year

NAMED
EXECUTIVE
OFFICERS
Securities
Under
Options/
Granted
(#)
% of Total
Options
Granted to
Employees in
Financial Year


Exercise or
Base Price
($/Security) Market Value
of Securities
Underlying
Options on the
Date of Grant
($/Security)




Expiration Date

No options were exercised by the Named Executive Officers during the financial year ended December 31, 2008. The values of outstanding options at December 31, 2007 were as follows:

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Aggregate Option Exercises During the Most Recently Completed Financial Year and Financial Year-End Option Values

NAMED EXECUTIVE OFFICERS Name	Securities Acquired on Exercise (#)	Aggregate Value Realized ($)	Unexercised Options/SARs at FY- End (#) Exercisable/ Unexercisable	Value of Unexercised in-the-Money Options/SARs at FY- End ($) Exercisable/ Unexercisable
Paul F. Saxton President, Chief Executive Officer, and Chief Operating Officer	Nil	Not Applicable	600,000/Nil	$Nil/$N/A
Nathalie Pilon, Chief Financial Officer	Nil	Not Applicable	Nil	$Nil/$N/A

No share options were repriced on behalf of the Named Executive Officers during the financial year ended December 31, 2008.

Termination of Employment, Change in Responsibilities and Employment Contracts

There is no written employment contract between the Corporation and any Named Executive Officer.

There are no compensatory plan(s) or arrangement(s), with respect to any Named Executive Officer resulting from the resignation, retirement or any other termination of employment of the officer’s employment or from a change of any Named Executive Officer’s responsibilities following a change in control.

Compensation of Directors

There are no arrangements under which directors were compensated by the Corporation and its subsidiaries during the most recently completed financial year for their services in their capacity as directors or consultants.

No directors received options under the share option plan in their capacity as a director during the financial year ended December 31, 2008:

Securities Authorized For Issuance Under Equity Compensation Plans

The Corporation has in place a share option plan initially adopted in 2005 (the “Plan”). The Plan was amended on September 25, 2007 adjusting the maximum number of Common Shares available to be granted from 2,000,000 Common Shares to 2,500,000 Common Shares. The Plan has been established to provide incentive to qualified parties to increase their proprietary interest in the Corporation and thereby encourage their continuing association with the Corporation. The Plan is administered by the directors of the Corporation. The Plan provides that options will be issued pursuant to option agreements to directors, officers, employees or consultants of the Corporation or a subsidiary of the Corporation. All options expire on a date not later than 10 years after the issuance of such option. There are currently options outstanding to purchase an aggregate of 2,450,000 Common Shares.

The following table sets out equity compensation plan information as at the end of the financial year ended December 31, 2008.

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Equity Compensation Plan Information

	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Plan Category	(a)	(b)	(c)
Equity compensation plans approved by securityholders -	Nil	N/A	Nil
Equity compensation plans not approved by securityholders (the Plan)	2,450,000	$0.25	50,000
Total	2,450,000	$0.25	50,000

Indebtedness Of Directors And Executive Officers

No directors, proposed nominees for election as directors, executive officers or their respective associates or affiliates, or other management of the Corporation were indebted to the Corporation as of the end of the most recently completed financial year or as at the date hereof.

Long-Term Incentive Plan Awards

Long term incentive plan awards (“LTIP”) means “a plan providing compensation intended to motivate performance over a period greater than one financial year. LTIPs do not include option or stock appreciation rights plans or plans for compensation through shares or units that are subject to restrictions on resale. The Corporation did not award any LTIPs to any Named Executive Officer during the most recently completed financial year.

Pension, Retirement or Similar Benefits

We do not have any amounts set aside or accrued to provide for pension, retirement or similar benefits.

C.           Board Practices

All of our directors are elected annually by the shareholders and hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified, unless they sooner resign or cease to be directors in accordance with our By-Laws. Our last annual meeting was held on June 26, 2008. Our officers are appointed by the Board of Directors.

Directors’ Service Contracts

None of the service contracts of any of Lincoln's directors contain provisions for benefits upon termination of such director's service.

Committees of the Board of Directors

The Board has appointed an Audit Committee and a Compensation Committee to date.

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Audit Committee

The Board has a charter for the Audit Committee to follow in carrying out its audit and financial review functions. The Audit Committee reviews all financial statements of the Corporation prior to their publication, reviews audits, considers the adequacy of audit procedures, recommends the appointment of independent auditors, reviews and approves the professional services to be rendered by them and reviews fees for audit services. The charter has set criteria for membership which all members of the Audit Committee are required to meet consistent with Multilateral Instrument MI 52-110 and other applicable regulatory requirements. The Audit Committee, as needed, meets separately (without management present) with the Corporation’s auditors to discuss the various aspects of the Corporation’s financial statements and the independent audit.

Composition of the Audit Committee

The following are the members of the Committee:

Marc LeBlanc	Independent(1)	Financially literate(1)
Andrew Milligan	Not Independent(1)(2)	Financially literate(1)
James Chapman	Independent(1)	Financially literate(1)

(1)	As defined by Multilateral Instrument 52-110 (“MI 52-110”).
(2)	Andrew Milligan is not considered independent under MI 52-110 as he is the Chairman of Lincoln.

Compensation Committee

The Board has adopted a charter for the Compensation Committee. The members of the compensation committee are Andrew F.B. Milligan, and Marc LeBlanc. A majority of the members of the compensation committee are independent members of the board of directors of the Corporation.

The function of the Compensation Committee is to review, on an annual basis, the compensation paid to the Corporation’s executive officers and to the Directors, to review the performance and compensation paid to the Corporation’s executive officers and to make recommendations on compensation to the Board. In addition, the Committee will review annually the compensation plans for the Corporation’s non-executive staff.

Other Board Committees

The Board has no other committees other than the audit committee and the compensation committee.

D.           Employees

At the date of filing we had no full-time employees and no part-time employees. We have no labor unions at this time.

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E.           Share Ownership

Shares

The shareholdings of our officers and directors are set forth below as at June 19, 2009.

Name of Nominee; Current Position with the Corporation and Province and Country of Residence	Number of Common Shares	Percentage of Outstanding Common Shares Owned (1) (2)
Paul F. Saxton President, Chief Executive Officer, Chief Operating Officer, Treasurer and Director British Columbia, Canada	4,500,000	8.1%
Andrew F. B. Milligan Chairman and Director British Columbia, Canada	2,223,000	4%
James Chapman Director British Columbia, Canada	700,000	1.3%
Marc LeBlanc(7) Director British Columbia, Canada	nil	0%
Nathalie Pilon(8) Chief Financial Officer British Columbia, Canada	nil	0%
Jeffrey Wilson VP-Exploration Nevada, USA	750,000	1.3%
Mary Martin Corporate Secretary British Columbia, Canada	3,000	-%

Notes

1.	The information as to Common Shares beneficially owned or controlled is not within the knowledge of the management of the Corporation and has been furnished by the respective nominees.
2.	Based on 55,592,000 common shares issued and outstanding as of June 19, 2009.

Options

Details of the stock options held by our officers and directors are set forth below as at December 31, 2008.

Name and Position	Grant Date	Expiry Date	Exercise Price	Total
Paul F. Saxton President, Chief Executive Officer, Chief Operating Officer, Treasurer and Director British Columbia, Canada	September 25, 2007	September 25, 2010	$0.25	600,000

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Name and Position	Grant Date	Expiry Date	Exercise Price	Total
Andrew F. B. Milligan Chairman and Director British Columbia, Canada	September 25, 2007	September 25, 2010	$0.25	300,000
James Chapman Director British Columbia, Canada	September 25, 2007	September 25, 2010	$0.25	300,000
Jeffrey Wilson VP-Exploration Nevada, USA	September 25, 2007	September 25, 2010	$0.25	500,000
Mary Martin Corporate Secretary British Columbia, Canada	September 25, 2007	September 25, 2010	$0.25	50,000
Total:				1,750,000

Each option may be exercised to purchase one of our common shares at the exercise price.

Warrants

Details of the share purchase warrants held by our officers and directors are set forth below as at December 31, 2008.

Name and Position	Grant Date	Expiry Date	Exercise Price	Total
Andrew Milligan Chairman and Director	May 14, 2007	May 14, 2009 Expired	$0.15	450,000
Total:				450,000

Each warrant may be exercised to purchase one of our common shares at the exercise price.

Stock Option Plan

On May 28, 2008, our board of directors adopted a new 10% rolling stock option plan (the “Option Plan”) to replace our 2005 stock option plan, as amended. The New Stock Option Plan was ratified and approved by the shareholders at Lincoln’s annual general meeting held on June 26, 2008.

Under the Option Plan, a maximum of 10% of the issued and outstanding common shares of the Corporation at the time an option is granted, less Common Shares reserved for issuance under share compensation arrangements of the Corporation other than the Option Plan, will be reserved for options to be granted at the discretion of the Corporation’s board of directors to eligible optionees (the “Optionees”). This type of Option Plan is called a “rolling” plan. During the Corporation's financial year ended December 31, 2007, and to the date of the mailing of this Information Circular, options to purchase an aggregate of 2,450,000 Common Shares have been granted by the Corporation, representing approximately 3.2% of Common Shares outstanding. The Option Plan will be subject to restrictions that provide that insiders may not be, as a group, issued in excess of 10% of the issued Common Shares within any 12 month period. The number of common shares issuable to insiders as a group under the option plan, when combined with common shares issuable to insiders under all of the Corporation’s other security based compensation plans, may not exceed 10% of the Corporation’s issued common shares and no exercise price of an option granted to an insider may be reduced nor an extension to the term of an option granted to an insider extended without further shareholders’ approval.

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The material terms of the Option Plan include the following provisions:

• the participants in the Option Plan are the directors, executive officers, employees and other service providers of the Corporation;

• the Option Plan is administered by the directors of the Corporation;

• the exercise price of stock options granted under the Option Plan, as determined by the Board in its sole discretion, shall not be less than the "market price" of the shares (as defined by the policies of the TSX Venture) or, if the shares are not listed for trading on the TSX Venture, then such other exchange or quotation system on which the shares are listed or quoted for trading;

• all options granted under the Option Plan expire on a date not later than 5 years after the issuance of such options by the Board;

• upon expiry of an option, or in the event an option is otherwise terminated for any reason, without having been exercised in full, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Option Plan;

• if the option holder ceases to be a director of Corporation or its subsidiaries or ceases to be employed by the Corporation or its subsidiaries (other than by reason of death or cause), as the case may be, then the option granted shall expire no later than the (i) the original expiry date of the option, or (ii) the 90th day following the date that the option holder ceases to be a director or ceases to be employed by the Corporation or its subsidiaries, subject to the terms and conditions set out in the Option Plan, and in the event of dismissal of the option holder from employment or service for cause, all options held by the option holder, whether or not vested at the date of dismissal, will immediately terminate without any right of the option holder to exercise any of the options;

• In the case of the death of an option holder, any vested option held by him at the date of death will become exercisable by the optionee’s lawful personal representatives, heirs or executors until the earlier of one year after the date of death of the optionholder and the date of expiration of the term otherwise applicable to such option.

• options granted pursuant to the Option Plan will be non-assignable and may be subject to vesting provisions determined by the Board;

• the Corporation does not offer financial assistance in respect of the exercise of options.

As part of the merger with LPT, as discussed on page 19, all outstanding stock options will be cancelled and the Company’s stock option plan will be cancelled. The stock option plan of LPT will continue.

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ITEM 7           MAJOR SHAREHOLDER AND RELATED PARTY TRANSACTIONS

A.           Major Shareholders Major Shareholders

We are a publicly-held corporation, with our shares held by residents of the United States, Canada and other countries. To the best of our knowledge, no person, corporation or other entity beneficially owns, directly or indirectly, or controls more than 5% of our common shares, except as follows:

Title of Class	Name and residential jurisdiction of Beneficial Owner	Number of Common Shares	Percentage of Common Shares(1)
Common	Paul F. Saxton(2) British Columbia, Canada	5,100,000(2)	9%
Common	Michael Baybak(3), California, U.S.A.	3,166,666(3)	6%

(1)	Based on 55,392,000 of our common shares issued and outstanding as of June 1, 2009. Based on beneficial share ownership data as of December 31, 2008. For these purposes, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. Unless otherwise indicated, each shareholder listed has sole voting or dispositive power with respect to such common shares. Each of our common shares entitles the holder thereof to one vote.
(2)	Consists of 4,500,000 shares held by Mr. Saxton and 600,000 shares that can be acquired by Mr. Saxton upon exercise of options to purchase shares held by Mr. Saxton within 60 days of the date hereof. Mr. Saxton is a director and an officer of the Company.
(3)	Windsor Capital Corporation owns directly 2,500,000 shares in the capital of the Company. Michael Baybak beneficially owns a 100% interest in Windsor Capital Corporation.

Geographic Breakdown of Shareholders

Approximately 42% of our outstanding common shares are held by residents in the United States. There were approximately 30 shareholders of record resident in the United States as of December 31, 2008.

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Transfer Agent

Our securities are recorded in registered form on the books of our transfer agent, ComputerShare, located at Suite 200 – 510 Burrard Street, Vancouver, British Columbia, V6C 3B9. However, the majority of such shares are registered in the name of intermediaries such as brokerage houses and clearing houses (on behalf of their respective brokerage clients). We do not have knowledge or access to the identities of the beneficial owners of such shares registered through intermediaries.

Control

To the best of our knowledge, we are not directly or indirectly owned or controlled by any other corporation, by any foreign government or by any other natural or legal person, severally or jointly.

Insider Reports under the British Columbia Securities Act

Under the British Columbia Securities Act, “insiders” (generally officers, directors and holders of 10% or more of our shares) were required to file insider reports of changes in their ownership in the first ten days of the month following a trade in our securities. Copies of such reports are available for public inspection at the offices of the British Columbia Securities Commission, 9^th Floor, 701 West Georgia Street, Vancouver, British Columbia, V7Y 1L2 (telephone (604) 899-6500) or at the British Columbia Securities Commission website (www.bcsc.bc.ca). Since 2002, in British Columbia all insider reports must be filed electronically ten days following the date of the trade at www.sedi.ca. The public is able to access these reports at www.sedi.ca.

B.           Related Party Transactions

No director or senior officer, and no associate or affiliate of the foregoing persons, and no insider has or has had any material interest, direct or indirect, in any transactions, or in any proposed transaction, which in either such case has materially affected or will materially affect us or our predecessors during each of the year ended December 31, 2008 except as follows:

• During the year ended December 31, 2008, the Company paid management fees and consulting fees of $40,941 (2007 – $14,827, 2006 – $47,937) and rent, included in office, of $2,583 (2007 - $2,901, 2006 - $3,744) to the Vice President of the Company, management fees of $10,488 (2007 - $24,174, 2006 - $23,310) to company owned by the President of the Company and consulting fees of $18,638 (2007 - $nil) to a company owned by the CFO of the Company. In December 2008, the President forgave $39,853 of management fees which is reversed against management fees.

• As at December 31, 2008, the Company owed $53,217 (2007 - $1,155) to various directors and officers of the Company which is included in accounts payable. In October 2008, amended subsequent to year-end, the Company signed an agreement whereby $32,020 of the amounts due to directors and officers would be settled through a cash payment of $7,520 and the issuance of 490,000 shares of the Company (see Note 17). At December 31, 2008, the Company owed $43,281 (2007 - $nil) for rent and administrative expenses to a Company which shares a director in common

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.

C.           Interests of Experts and Counsel

Not applicable.

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ITEM 8           FINANCIAL INFORMATION

A.           Consolidated Statements and Other Financial Information

Financial Statements

The financial statements required as part of this Annual Report are filed under Item 17 of this Annual Report.

Legal Proceedings

We are not a party to any legal or arbitration proceedings nor, to our knowledge, are any such proceedings contemplated.

Dividends

We have not paid any dividends on our common shares since incorporation. Our management anticipates that we will retain all future earnings and other cash resources for the future operation and development of our business. We do not intend to declare or pay any cash dividends in the foreseeable future. Payment of any future dividends will be at our board of directors discretion after taking into account many factors including our operating results, financial condition and current and anticipated cash needs.

B.           Significant Changes

We have not experienced any significant changes since the date of the financial statements included herein except as disclosed in Annual Report.

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ITEM 9           THE OFFER AND LISTING

A.           Offer and Listing Details

This Form 20-F is filed as an annual report under the Exchange Act and does not relate to a new offer of securities and accordingly the information called for is not required, other than the price history information below.

The common shares have been quoted on the Over The Counter Bulletin Board (“OTCBB”) in the United States of America since the start of the Company. Over the counter quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions. Our common shares are quoted under the symbol “LGCPF”.

B.           Plan of Distribution

This Form 20-F is filed as an annual report under the Exchange Act and does not relate to a new offer of securities and accordingly, the information called for is not required.

C.           Markets

Our common shares are traded in United States on the OTCBB.

D.           Selling Shareholders

This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 9.D is not required.

E.           Dilution

This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 9.E is not required.

F.           Expenses of the Issue

This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 9.F is not required.

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ITEM 10           ADDITIONAL INFORMATION

A.           Share Capital

This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 10.A is not required.

B.           Memorandum and Articles of Incorporation

We incorporated on February 17, 1999 as Braden Technologies, Inc. under the laws of the State of Nevada, USA. We changed our name to “Lincoln Gold Corporation” following the completion of our acquisition of and merger with Lincoln Gold Corp., a Nevada corporation, on March 26, 2004 under Chapter 92A of the Nevadas Revised Statutes. On November 20, 2007, we changed our jurisdiction of incorporation from Nevada to the Canadian federal jurisdiction under the Canada Business Corporation Act. On February 28, 2009, we changed our jurisdiction of incorporation from the Canadian federal jurisdiction to the Province of British Columbia under the Business Corporations Act (British Columbia) (the “BCBCA”). Our corporate constituting documents are comprised of our Notice of Articles ("Notice of Articles") and our Articles (“Articles”). A copy of the Notice of Articles and Articles are filed with this Annual Report on Form 20-F as exhibits (See It em 19).

The following is a summary of certain material provisions of (i) our Notice of Articles, (ii) our Articles and (iii) certain provisions of the BCBCA applicable to us:

1.           Objects and Purposes

Our Articles and Notice of Articles do not specify objects or purposes. We are entitled under the Business Corporations Act (British Columbia) to carry on all lawful businesses which can be carried on by a natural person.

2.           Directors

Director’s power to vote on a proposal, arrangement or contract in which the director is interested.

According to the Business Corporations Act (British Columbia), a director holds a disclosable interest in a contract or transaction

1.	the contract or transaction is material to the company;
2.	the company has entered, or proposes to enter, into the contract or transaction; and
3.	either of the following applies to the director:

a.	the director has a material interest in the contract or transaction;
b.	the director is a director or senior officer of, or has a material interest in, a person who has a material interest in the contract or transaction.

However, the Business Corporations Act (British Columbia) also provides that a director does not hold a disclosable interest in a contract or transaction if:

1. the situation that would otherwise constitute a disclosable interest arose before the coming into force of the Business Corporations Act (British Columbia) or, if the company was recognized under the Business Corporations Act (British Columbia), before that recognition, and was disclosed and approved under, or was not required to be disclosed under, the legislation that:

a.	applied to the company on or after the date on which the situation arose; and
b.	is comparable in scope and intent to the provisions of the Business Corporations Act (British Columbia);

2.	both the company and the other party to the contract or transaction are wholly owned subsidiaries of the same corporation;
3.	the company is a wholly owned subsidiary of the other party to the contract or transaction;
4.	the other party to the contract or transaction is a wholly owned subsidiary of the company; or
5.	where the director or senior officer is the sole shareholder of the company or of a corporation of which the company is a wholly owned subsidiary.

The Business Corporations Act (British Columbia) further provides that a director of a company does not hold a disclosable interest in a contract or transaction merely because:

1.	the contract or transaction is an arrangement by way of security granted by the company for money loaned to, or obligations undertaken by, the director or senior officer, or a person in whom the director or senior officer has a material interest, for the benefit of the company or an affiliate of the company;
2.	the contract or transaction relates to an indemnity or insurance;
3.	the contract or transaction relates to theremuneration of the director or senior officer in that person’s capacity as director, officer, employee or agent of the company or of an affiliate of the company;
4.	the contract or transaction relates to a loan to the company, and the director or senior officer, or a person in whom the director or senior officer has a material interest, is or is to be a guarantor of some or all of the loan; or
5.	the contract or transaction has been or will be made with or for the benefit of a corporation that is affiliated with the company and the director or senior officer is also a director or senior officer of that corporation or an affiliate of that corporation.

Under our Articles, a director or senior officer who holds a disclosable interest (as that term is under the Business Corporations Act (British Columbia)) in a contract or transaction into which we have entered or propose to enter:

1.	is liable to account to us for any profit that accrues to the director or senior officer under, or as a result of, the contract or transaction only if and to the extent provided in the Business Corporations Act (British Columbia);
2.	is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution;
3.	if present at the meeting of directors at which the contract or transaction is considered for approval, may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act (British Columbia). No director or intended director is disqualified by his or her office from contracting with us either with regard to the holding of any office or place of profit the director holds with us or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of us in which a director is in any way interested is invalid merely because:

(1)	a director or senior officer of the company has an interest, direct or indirect, in the contract or transaction;
(2)	a director or senior officer of the company has not disclosed an interest he or she has in the contract or transaction; or
(3)	the directors or shareholders of the company have not approved the contract or transaction in which a director or senior officer of the company has an interest.

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Directors' power, in the absence of an independent quorum, to vote compensation to themselves or any members of their body.

A director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for us, except as our auditor, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer. The Business Corporations Act (British Columbia) provides that a director of a company does not hold a disclosable interest in a contract or transaction merely because the contract or transaction relates to the remuneration of the director or senior officer in that person’s capacity as director, officer, employee or agent of ours or of an affiliate of ours.

Borrowing powers exercisable by the directors.

Under the Articles, the directors may, on our behalf:

1.	borrow money in such manner and amount, on such security, from such sources and upon such terms, and conditions as they consider appropriate;
2.	issue bonds, debentures, and other debt obligations either outright or as a security for any liability or obligation of ours or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
3.	guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
4.	mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of ours.

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Retirement and non-retirement of directors under an age limit requirement.

There are no such provisions applicable to us under our Articles, our Notice of Articles or the Business Corporations Act (British Columbia).

Number of shares required for a director’s qualification.

Directors need not own any of our shares in order to qualify as directors.

3.           Rights, Preferences and Restrictions Attaching to Each Class of Shares

Dividends

Dividends may be declared by the directors from time to time and may be paid wholly or partly by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities, or in any one or more of those ways. All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held. The Business Corporations Act (British Columbia) provides that no dividend may be paid if we are, or would thereby become, insolvent.

Voting Rights

Each of our shares is entitled to one vote on matters to which common shares ordinarily vote, including the annual election of directors, appointment of auditors and approval of corporate changes, unless special rights and restrictions have been attached to such shares. There are no special rights or restrictions attached to our shares. Directors automatically retire at each annual meeting, and may be elected thereat. There are no staggered directorships among our directors. There are no cumulative voting rights applicable to us.

Rights to Profits and Liquidation Rights

On the liquidation, dissolution, winding-up or other distribution of our assets among our shareholders, the holders of thecommon shares shall participate rateably in equal amounts per share, without preference or distinction, in our remaining assets.

Redemption

We may, subject to special rights and restrictions attached to the shares of any class or series and the Business Corporations Act (British Columbia), if authorized by our directors, purchase, redeem or otherwise acquire any of our shares at the price and upon the terms specified in such resolution. A further condition outlined in our Articles provides that we must not make payment or provide any other consideration to purchase, redeem or to otherwise acquire any of our shares if there are reasonable grounds for believing that we are either insolvent or that making such payment or providing the consideration would render us insolvent.

Sinking Fund Provisions

We have no sinking fund provisions or similar obligations.

Shares Fully Paid

All of our shares must, by applicable law, be issued as fully paid for cash, property or services. They are therefore non-assessable and not subject to further calls for payment.

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Pre-emptive Rights

We have granted a pre-emptive right to Dejour to participate in all of our equity financings to the extent necessary to maintain its equity interest in us.

With respect to the rights, preferences and restrictions attaching to our common shares, there are generally no significant differences between Canadian and United States law as the shareholders, or the applicable corporate statute, will determine the rights, preferences and restrictions attaching to each class of our shares.

4.           Changes to Rights and Restrictions to Shares

The Business Corporations Act (British Columbia) provides that a company may, by the type of shareholders’ resolution specified by the articles, or, if the articles do not specify the type of resolution, by a special resolution:

*	create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
*	vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

Our Articles provide that, subject to the Business Corporations Act (British Columbia) and the rights of the holders of issued shares, we may issue, allot, sell or otherwise dispose of the unissued shares and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

An ordinary resolution is a resolution of shareholders that is approved by a majority of those votes cast at a properly constituted meeting of shareholders. Our Articles provide that a special resolution is a resolution of shareholders that is approved by two thirds (66 2/3%) of those votes cast at a properly constituted meeting of shareholders.

The Business Corporations Act (British Columbia) provides that a company may reduce its capital if it is authorized to do so by a court order, or, if the capital is reduced to an amount that is not less thanthe realizable value of the company’s assets less its liabilities, by a special resolution or court order.

Generally, there are no significant differences between British Columbia and United States law with respect to changing the rights of shareholders as most state corporation statutes require shareholder approval (usually a majority) for any such changes that affect the rights of shareholders.

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5.           Meetings of Shareholders

Our Articles provide that unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act (British Columbia), the Company must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by our directors. Shareholder meetings are governed by our Articles but many important shareholder protections are also contained in the Securities Act (British Columbia) (the “BC Securities Act”) and the Business Corporations Act (British Columbia). Our Articles provide that we will provide at least 21 days’ advance written notice of any meeting of shareholders and will provide for certain procedural matters and rules of order with respect to conduct of the meeting. The directors may fix in advance a date, which is no fewer than 21 days prior to the date of the meeting for the purpose of determining shareholders entitled to recei ve notice of and to attend and vote at a general meeting.

The BC Securities Act and the Business Corporations Act (British Columbia) superimpose requirements that generally provide that shareholder meetings require not more than a 60 day notice period from initial public notice and that we make a thorough advance search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by the BC Securities Act and the Business Corporations Act (British Columbia). This legislation specifies the disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions. We must hold an annual shareholder meeting open to all shareholders for personal attendance or by proxy at each shareholder’s determination. The meeting must be held within 13 months of the previous annual shareholder meeting and must present audited statements which are no more than 180 days old at such meeting.

Most state corporation statutes require a public company to hold an annual meeting for the election of directors and for the consideration of other appropriate matters. The state statutes also include general provisions relating to shareholder voting and meetings. Apart from the timing of when an annual meeting must be held and the percentage of shareholders required to call an annual meeting or an extraordinary meeting, there are generally no material differences between Canadian and United States law respecting annual meetings and extraordinary meetings

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6.           Rights to Own Securities

There are no limitations under our Articles or in the Business Corporations Act (British Columbia) on the right of persons who are not citizens of Canada to hold or vote common shares.

7.           Restrictions on Changes in Control, Mergers, Acquisitions or Corporate Restructuring of the Company

Our Articles do not contain any provisions that would have the effect of delaying, deferring or preventing a change of control. We have not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. We do not have any agreements which are triggered by a take-over or other change of control. There are no provisions in our Articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in our material agreements giving special rights to any person on a change in control.

The Business Corporations Act (British Columbia) does not contain any provisions that would have the effect of delaying, deferring or preventing a change of control of a company.

Generally, there are no significant differences between British Columbia and United States law in this regard, as many state corporation statutes also do not contain such provisions and only empower a company’s board of directors to adopt such provisions.

8.           Ownership Threshold Requiring Public Disclosure

Our Articles do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to our shareholders. There are no requirements under British Columbia corporate law to report ownership of our shares, but the BC Securities Act requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales. Effective January 31, 2003 all insider trading reports filed by our insiders pursuant to Canadian securities legislation are available on the Internet at www.sedi.ca.

Most state corporation statutes do not contain provisions governing the threshold above which shareholder ownership must be disclosed. United States federal securities laws require a company that is subject to the reporting requirements of the Securities Exchange Act of 1934 to disclose in its annual reports filed with the Securities and Exchange Commission those shareholders who own more than 5% of a corporation’s issued and outstanding shares.

9.           Differences in Law between the US and Canada

Differences in the law between the United States and Canada, where applicable, have been explained above within each category.

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10.           Changes in the Capital of the Company

There are no conditions imposed by our Notice of Articles or Articles which are more stringent than those required by the Business Corporations Act (British Columbia).

C.           Material Contracts

For the two years immediately preceding December 31, 2008, there were no material contracts entered into, other than contracts entered into in the ordinary course of business, to which we were a party, except as provided below:

• Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated January 5, 2009,

• First Amendment to Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated February 16, 2009,

• Second Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated April 30, 2009, and

• Third Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated June 30, 2009.

For a description of those contracts entered into in the ordinary course of business refer to Item 4A – History and Development of Company

D.           Exchange Controls

We are incorporated pursuant to the laws of the Canada Business Corporations Act. There is no law or governmental decree or regulation in Canada that restricts the export or import of capital, or affects the remittance of dividends, interest or other payments to a non-resident holder of our securities, other than withholding tax requirements. Any such remittances to United States residents are generally subject to withholding tax; however, no such remittances are likely in the foreseeable future. See “Taxation”, below.

There is no limitation imposed by the laws of Canada or by our Articles on the right of a non-resident to hold or vote his or its common shares, other than as provided in the Investment Canada Act (Canada) (the “Investment Act”). The following discussion summarizes the material features of the Investment Act for a non-resident who proposes to acquire a controlling number of our common shares. It is general only, it is not a substitute for independent advice from an investor’s own advisor, and it does not anticipate statutory or regulatory amendments. We do not believe the Investment Act will have any affect on us or on our non-Canadian shareholders due to a number of factors including the nature of our operations and our relatively small capitalization.

The Investment Act generally prohibits implementation of a “reviewable” investment by an individual, government or agency thereof, corporation, partnership, trust or joint venture (each an “entity”) that is not a “Canadian” as defined in the Investment Act (i.e. a “non-Canadian”), unless after review the Director of Investments (the “Director”) appointed by the Minister responsible for the Investment Act is satisfied that the investment is likely to be of net benefit to Canada. The size and nature of a proposed transaction may give rise to an obligation to notify the Director to seek approval for the transaction. An investment in our securities by a non-Canadian (other than a “WTO Investor” as that term is defined in the Investment Act and which term includes entities which are nationals of, or are controlled by nationals of, member states of the World Trade Organization) when we were not controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of us and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was over CDN$5 million, or if an order for review was made by the federal cabinet on the grounds that the investment related to Canada’s cultural heritage or national identity, regardless of the value of our assets. An investment in our securities by a WTO Investor, or by a non-Canadian when we were controlled by a WTO Investor, would be reviewable under the Investment Act if it was an investment to acquire control of us and the value of our assets, as determined in accordance with the regulations promulgated under the Investment Act, was not less than a specified amount, which for 2007 was CDN$281 million. A non-Canadian would acquire control of us for the purposes of the Investment Act if the non-Canadian acquired a majority of our common shares. The acquisition of less than a majority but one-third or more of our common shares would be presumed to be an acquisition of control of us unless it could be established that, on the acquisition, we were not controlled in fact by the acquirer through the ownership of the common shares.

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Certain transactions relating to our common shares would be exempt from the Investment Act, including:

(a)	an acquisition of our common shares by a person in the ordinary course of that person’s business as a trader or dealer in securities;
(b)	an acquisition of control of us in connection with the realization of security granted for a loan or other financial assistance and not for a purpose related to the provisions of the Investment Act; and
(c)	an acquisition of control of us by reason of an amalgamation, merger, consolidation or corporate reorganization following which the ultimate direct or indirect control in fact of us, through the ownership of our common shares, remained unchanged.

E.           Taxation

Material Canadian Federal Income Tax Consequences for United States Residents

The following summarizes the material Canadian federal income tax consequences generally applicable to the holding and disposition of our shares by a holder (in this summary, a “U.S. Holder”) who, (a) for the purposes of the Income Tax Act (Canada) (the “Tax Act”) and at all relevant times, is not resident in Canada, deals at arm’s length with us, holds our shares as capital property and does not use or hold our shares in the course of carrying on, or otherwise in connection with, a business in Canada, and (b) for the purposes of the Canada-United States Income Tax Convention, 1980 (the “Treaty”) and at all relevant times, is a resident solely of the United States, has never been a resident of Canada, and has not held or used (and does not hold or use) our shares in connection with a permanent establishment or fixed base in Canada. This summary does not apply to traders or dealers in securities, limited liability companies, tax-exempt entities, insurers, financial institutions (including those to which the mark-to-market provisions of the Tax Act apply), or any other holder in special circumstances.

This summary is based on the current provisions of the Tax Act including all regulations thereunder, the Treaty, all proposed amendments to the Tax Act, the regulations and the Treaty publicly announced by the Government of Canada to the date hereof, and our understanding of the current administrative practice of the Canada Revenue Agency. It has been assumed that all currently proposed amendments will be enacted as proposed and that there will be no other relevant change in any governing law or administrative practice, although no assurances can be given in these respects. The summary does not take into account Canadian provincial, U.S. federal (which follows further below), state or other foreign income tax law or practice. The tax consequences to any particular U.S. Holder will vary according to the status of that holder as an individual, trust, corporation, partnership or other entity, the jurisdictions in which that holder is subject to taxation, and generally according to that holder’s particular circumstances. Accordingly, this summary is not, and is not to be construed as, Canadian tax advice to any particular U.S. Holder. All U.S. Holders are advised to consult with their own tax advisors regarding their particular circumstances. The discussion below is qualified accordingly.

Dividends

Dividends paid or deemed to be paid to a U.S. Holder by us will be subject to Canadian withholding tax. The Tax Act requires a 25% withholding unless reduced under a tax treaty. Under the Treaty, provided that a holder can demonstrate that it is a qualifying U.S. Holder, the rate of withholding tax on dividends paid to a U.S. Holder is generally limited to 15% of the gross amount of the dividend (or 5% if the U.S. Holder is a corporation and beneficially owns at least 10% of our voting shares). We will be required to withhold the applicable withholding tax from any dividend and remit it to the Canadian government for the U.S. Holder’s account.

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Disposition

For purposes of the following discussion, we have assumed that our shares will remain listed on the TSX. A U.S. Holder is not subject to tax under the Tax Act in respect of a capital gain realized on the disposition of our shares in the open market unless the shares are “taxable Canadian property” to the holder thereof and the U.S. Holder is not entitled to relief under the Treaty. Our shares will be taxable Canadian property to a U.S. Holder (a) if, at any time during the 60 months preceding the disposition, the U.S. Holder or persons with whom the U.S. Holder did not deal at arm’s length alone or together owned 25% or more of our issued shares of any class or series, or (b) in other specific circumstances, including where shares were acquired for other securities in a tax-deferred transaction. If our shares constitute taxable Canadian property to the holder, the holder will (unless relieved under the Treaty) be subject to Canadian income tax on any gain. The taxpayer’s capital gain or loss from a disposition of the share is the amount, if any, by which the proceeds of disposition exceed (or are exceeded by) the aggregate of the adjusted cost base and reasonable expenses of disposition. One-half of the capital gain is included in income and one-half of the capital loss is deductible from capital gains realized in the same year. Unused capital losses may be carried back three taxation years or forward indefinitely and applied to reduce capital gains realized in those years.

A U.S. Holder whose shares do constitute taxable Canadian property, and who would therefore be liable for Canadian income tax under the Tax Act, may be relieved from such liability under the Treaty if the value of such shares at the time of disposition is not derived principally from real property situated in Canada. However, as the application of this potential Treaty relief is quite uncertain, a U.S. Holder to whom Treaty relief may be relevant should consult in this regard with their own tax advisors at the relevant time.

United States Tax Consequences

United States Federal Income Tax Consequences

The following is a discussion of all material United States federal income tax consequences, under current law, generally applicable to a U.S. Holder (as hereinafter defined) of our common shares. This discussion does not address all potentially relevant federal income tax matters and it does not address consequences peculiar to persons subject to special provisions of federal income tax law, such as those described below as excluded from the definition of a U.S. Holder. In addition, this discussion does not cover any state, local or foreign tax consequences. (See “Taxation - Canadian Federal Income Tax Consequences” above). Accordingly, we urge holders and prospective holders of our common shares to consult their own tax advisors about the specific federal, state, local and foreign tax consequences to them of purchasing, owning and disposing of our common shares, based upon their individual circumstances.

The following discussion is based upon the sections of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, published Internal Revenue Service (“IRS”) rulings, published administrative positions of the IRS and court decisions that are currently applicable, any or all of which could be materially and adversely changed, possibly on a retroactive basis, at any time and which are subject to differing interpretations. This discussion does not consider the potential effects, both adverse and beneficial, of any proposed legislation which, if enacted, could be applied, possibly on a retroactive basis, at any time.

U.S. Holders

As used herein, a “U.S. Holder” means a holder of our common shares who is a citizen or individual resident of the United States, a corporation or partnership created or organized in or under the laws of the United States or of any political subdivision thereof, an entity created or organized in or under the laws of the United States or of any political subdivision thereof which has elected to be treated as a

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corporation for United States federal income tax purposes (under Treasury Regulation Section 301.7701 -3), an estate whose income is taxable in the United States irrespective of source or a trust subject to the primary supervision of a court within the United States and control of a United States fiduciary as described in Section 7701(a)(30) of the Code. This summary does not address the tax consequences to, and U.S. Holder does not include, persons subject to specific provisions of federal income tax law, such as tax-exempt organizations, qualified retirement plans, individual retirement accounts and other tax-deferred accounts, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, broker-dealers, non-resident alien individuals, persons or entities that have a “functional currency” other than the U.S. dollar, shareholders subject to the alternative minimum tax, shareholders who hold common shares as part of a straddle, hedging or conversion transaction, and shareholders who acquired their common shares through the exercise of employee stock options or otherwise as compensation for services. This summary is limited to U.S. Holders who own our common shares as capital assets and who own (directly and indirectly, pursuant to applicable rules of constructive ownership) no more than 5% of the value of our total outstanding stock. This summary does not address the consequences to a person or entity holding an interest in a shareholder or the consequences to a person of the ownership, exercise or disposition of any options, warrants or other rights to acquire common shares. In addition, this summary does not address special rules applicable to United States persons (as defined in Section 7701(a)(30) of the Code) holding common shares through a foreign partnership or to foreign persons holding common shares through a domestic partnership.

Distribution on Our Common Shares

In general, U.S. Holders receiving dividend distributions (including constructive dividends) with respect to our common shares are required to include in gross income for United States federal income tax purposes the gross amount of such distributions, equal to the U.S. dollar value of such distributions on the date of receipt (based on the exchange rate on such date), to the extent that we have current or accumulated earnings and profits, without reduction for any Canadian income tax withheld from such distributions. Such Canadian tax withheld may be credited, subject to certain limitations, against the U.S. Holder’s federal income tax liability or, alternatively, may be deducted in computing the U.S. Holder’s federal taxable income by those who itemize deductions. (See more detailed discussion at “Foreign Tax Credit” below). To the extent that distributions exceed our current or accumulated earnings and profits, they will be treated first as a return of capital up to the U.S. Holder’s adjusted basis in the common shares and thereafter as gain from the sale or exchange of property. Preferential tax rates for long-term capital gains are applicable to a U.S. Holder which is an individual, estate or trust. There are currently no preferential tax rates for long-term capital gains for a U.S. Holder which is a corporation.

In the case of foreign currency received as a dividend that is not converted by the recipient into U.S. dollars on the date of receipt, a U.S. Holder will have a tax basis in the foreign currency equal to its U.S. dollar value on the date of receipt. Generally any gain or loss recognized upon a subsequent sale or other disposition of the foreign currency, including the exchange for U.S. dollars, will be ordinary income or loss. However, an individual whose realized gain does not exceed $200 will not recognize that gain, provided that there are no expenses associated with the transaction that meet the requirements for deductibility as a trade or business expense (other than travel expenses in connection with a business trip) or as an expense for the production of income.

Dividends paid on our common shares generally will not be eligible for the dividends received deduction provided to corporations receiving dividends from certain United States corporations. A U.S. Holder which is a corporation and which owns shares representing at least 10% of our voting power and value may, under certain circumstances, be entitled to a 70% (or 80% if the U.S. Holder owns shares representing at least 20% of our voting power and value) deduction of the United States source portion of dividends received from us (unless we qualify as a “passive foreign investment company,” as defined

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below). We do not anticipate that we will earn any United States income, however, and therefore we do not anticipate that any U.S. Holder will be eligible for the dividends received deduction.

Under current Treasury Regulations, dividends paid on our common shares, if any, generally will not be subject to information reporting and generally will not be subject to U.S. backup withholding tax. However, dividends and the proceeds from a sale of our common shares paid in the U.S. through a U.S. or U.S. related paying agent (including a broker) will be subject to U.S. information reporting requirements and may also be subject to the 28% U.S. backup withholding tax, unless the paying agent is furnished with a duly completed and signed Form W-9. Any amounts withheld under the U.S. backup withholding tax rules will be allowed as a refund or a credit against the U.S. Holder’s U.S. federal income tax liability, provided the required information is furnished to the IRS.

Foreign Tax Credit

A U.S. Holder who pays (or has withheld from distributions) Canadian income tax with respect to the ownership of our common shares may be entitled, at the option of the U.S. Holder, to either receive a deduction or a tax credit for such foreign tax paid or withheld. Generally, it will be more advantageous to claim a credit because a credit reduces United States federal income taxes on a dollar-for-dollar basis, while a deduction merely reduces the taxpayer’s income subject to tax. This election is made on a year-by-year basis and generally applies to all foreign taxes paid by (or withheld from) the U.S. Holder during that year. There are significant and complex limitations which apply to the credit, among which is the general limitation that the credit cannot exceed the proportionate share of the U.S. Holder’s United States income tax liability that the U.S. Holder’s foreign source income bears to his or its worldwide taxable income. In the determination of the application of this limitation, the various items of income and deduction must be classified into foreign and domestic sources. Complex rules govern this classification process. In addition, this limitation is calculated separately with respect to specific classes of income such as “passive income, “ “high withholding tax interest,” “financial services income,” “shipping income,” and certain other classifications of income. Dividends distributed by us will generally constitute “passive income” or, in the case of certain U.S. Holders, “financial services income” for these purposes. The availability of the foreign tax credit and the application of the limitations on the credit are fact specific, and U.S. Holders of our common shares should consult their own tax advisors regarding their individual circumstances.

Disposition of Our Common Shares

In general, U.S. Holders will recognize gain or loss upon the sale of our common shares equal to the difference, if any, between (i) the amount of cash plus the fair market value of any property received, and (ii) the shareholder’s tax basis in our common shares. Preferential tax rates apply to long-term capital gains of U.S. Holders which are individuals, estates or trusts. In general, gain or loss on the sale of our common shares will be long-term capital gain or loss if the common shares are a capital asset in the hands of the U.S. Holder and are held for more than one year. Deductions for net capital losses are subject to significant limitations. For U.S. Holders that are not corporations, any unused portion of such net capital loss may be carried over to be used in later tax years until such net capital loss is thereby exhausted. For U.S. Holders that are corporations (other than corporations subject to Subchapter S of the Code), an unused net capital loss may be carried back three years and carried forward five years from the loss year to be offset against capital gains until such net capital loss is thereby exhausted.

Other Considerations

Set forth below are certain material exceptions to the above-described general rules describing the United States federal income tax consequences resulting from the holding and disposition of common shares:

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Foreign Investment Company

If 50% or more of the combined voting power or total value of our outstanding shares is held, directly or indirectly, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), and we are found to be engaged primarily in the business of investing, reinvesting, or trading in securities, commodities, or any interest therein, it is possible that we may be treated as a “foreign investment company” as defined in Section 1246 of the Code, causing all or part of any gain realized by a U.S. Holder selling or exchanging common shares to be treated as ordinary income rather than capital gain. We do not believe that we currently qualify as a foreign investment company. However, there can be no assurance that we will not be considered a foreign investment company for the current or any future taxable year.

Passive Foreign Investment Company

United States income tax law contains rules governing “passive foreign investment companies” (“PFIC”) which can have significant tax effects on U.S. Holders of foreign corporations. These rules do not apply to non-U.S. Holders. Section 1297 of the Code defines a PFIC as a corporation that is not formed in the United States if, for any taxable year, either (i) 70% or more of its gross income is “passive income,” which includes interest, dividends and certain rents and royalties or (ii) the average percentage, by fair market value (or, if the corporation is not publicly traded and either is a controlled foreign corporation or makes an election, by adjusted tax basis), of its assets that produce or are held for the production of “passive income” is 50% or more. We appear to have been a PFIC for the fiscal year ended August 31, 2006, and at least certain prior fiscal years. In addition, we expect to qualify as a PFIC for the fiscal year ending August 31, 2007 and we may also qualify as a PFIC in future fiscal years. Each of our U.S. Holders is urged to consult a tax advisor with respect to how the PFIC rules affect such U.S. Holder’s tax situation.

Each of our U.S. Holders who holds stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to United States federal income taxation under one of three alternative tax regimes at the election of such U.S. Holder. The following is a discussion of such alternative tax regimes applied to such U.S. Holders of our stock. In addition, special rules apply if a foreign corporation qualifies as both a PFIC and a “controlled foreign corporation” (as defined below) and a U.S. Holder owns, actually or constructively, 10% or more of the total combined voting power of all classes of stock entitled to vote of such foreign corporation (See more detailed discussion at “Controlled Foreign Corporation” below).

A U.S. Holder who elects to treat us as a qualified electing fund (“QEF”) will be subject, under Section 1293 of the Code, to current federal income tax for any taxable year to which the election applies in which we qualify as a PFIC on his pro rata share of our (i) “net capital gain” (the excess of net long-term capital gain over net short-term capital loss), which will be taxed as long-term capital gain, and (ii) “ordinary earnings” (the excess of earnings and profits over net capital gain), which will be taxed as ordinary income, in each case, for the shareholder’s taxable year in which (or with which) our taxable year ends, regardless of whether such amounts are actually distributed. A U.S. Holder’s tax basis in the common shares will be increased by any such amount that is included in income but not distributed.

The procedure a U.S. Holder must comply with in making an effective QEF election, and the consequences of such election, will depend on whether the year of the election is the first year in the U.S. Holder’s holding period in which we are a PFIC. If the U.S. Holder makes a QEF election in such first year, i.e., a “timely” QEF election, then the U.S. Holder may make the QEF election by simply filing the appropriate documents at the time the U.S. Holder files his tax return for such first year. If, however, we qualified as a PFIC in a prior year during the U.S. Holder’s holding period, then, in order to avoid the Section 1291 rules discussed below, in addition to filing documents, the U.S. Holder must elect to recognize under the rules of Section 1291 of the Code (discussed herein) (i) any gain that he

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would otherwise recognize if the U.S. Holder sold his stock on the qualification date or (ii) if we are a controlled foreign corporation, the U.S. Holder’s pro rata share of our post-1986 earnings and profits as of the qualification date. The qualification date is the first day of our first tax year in which we qualified as a QEF with respect to such U.S. Holder. For purposes of this discussion, a U.S. Holder who makes (i) a timely QEF election or (ii) an untimely QEF election and either of the above-described gain-recognition elections under Section 1291 is referred to herein as an “Electing U.S. Holder.” A U.S. Holder who holds common shares at any time during a year in which we are a PFIC and who is not an Electing U.S. Holder (including a U.S. Holder who makes an untimely QEF election and makes neither of the above-described gain-recognition elections) is referred to herein as a “Non-Electing U.S. Holder.” An Electing U.S. Holder (i) generally treats any gain realized on the disposition of his common shares as capital gain and (ii) may either avoid interest charges resulting from PFIC status altogether or make an annual election, subject to certain limitations, to defer payment of current taxes on his share of our annual realized net capital gain and ordinary earnings subject, however, to an interest charge. If the U.S. Holder is not a corporation, any interest charge imposed under the PFIC regime would be treated as “personal interest” that is not deductible.

In order for a U.S. Holder to make (or maintain) a valid QEF election, we must provide certain information regarding our net capital gains and ordinary earnings and permit our books and records to be examined to verify such information. We intend to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to us. We urge each U.S. Holder to consult a tax advisor regarding the availability of, and procedure for making, the QEF election.

A QEF election, once made with respect to us, applies to the tax year for which it was made and to all subsequent tax years, unless the election is invalidated or terminated, or the IRS consents to revocation of the election. If a QEF election is made by a U.S. Holder and we cease to qualify as a PFIC in a subsequent tax year, the QEF election will remain in effect, although not applicable, during those tax years in which we do not qualify as a PFIC. Therefore, if we again qualify as a PFIC in a subsequent tax year, the QEF election will be effective and the U.S. Holder will be subject to the rules described above for Electing U.S. Holders in such tax year and any subsequent tax years in which we qualify as a PFIC. In addition, the QEF election remains in effect, although not applicable, with respect to an Electing U.S. Holder even after such U.S. Holder disposes of all of his or its direct and indirect interest in our shares. Therefore, if such U.S. Holder reacquires an interest in us, that U.S. Holder will be subject to the rules described above for Electing U.S. Holders for each tax year in which we qualify as a PFIC.

In the case of a Non-Electing U.S. Holder, special taxation rules under Section 1291 of the Code will apply to (i) gains realized on the disposition (or deemed to be realized by reasons of a pledge) of his common shares and (ii) certain “excess distributions,” as defined in Section 1291(b), by us.

A Non-Electing U.S. Holder generally would be required to pro rate all gains realized on the disposition of his common shares and all excess distributions on his common shares over the entire holding period for the common shares. All gains or excess distributions allocated to prior years of the U.S. Holder (excluding any portion of the holder’s period prior to the first day of the first year (i) which began after December 31, 1986, and (ii) for which we were a PFIC) would be taxed at the highest tax rate for each such prior year applicable to ordinary income. The Non-Electing U.S. Holder also would be liable for interest on the foregoing tax liability for each such prior year calculated as if such liability had been due with respect to each such prior year. A Non-Electing U.S. Holder that is not a corporation must treat this interest charge as “personal interest” which, as discussed above, is wholly non-deductible. The balance, if any, of the gain or the excess distribution will be treated as ordinary income in the year of the disposition or distribution, and no interest charge will be incurred with respect to such balance. In certain circumstances, the sum of the tax and the PFIC interest charge may exceed the amount of the excess distribution received, or the amount of proceeds of disposition realized, by the U.S. Holder.

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If we are a PFIC for any taxable year during which a Non-Electing U.S. Holder holds our common shares, then we will continue to be treated as a PFIC with respect to such common shares, even if we are no longer definitionally a PFIC. A Non-Electing U.S. Holder may terminate this deemed PFIC status by electing to recognize gain (which will be taxed under the rules discussed above for Non-Electing U.S. Holders) as if such common shares had been sold on the last day of the last taxable year for which we were a PFIC.

Effective for tax years of U.S. Holders beginning after December 31, 1997, U.S. Holders who hold (actually or constructively) marketable stock of a foreign corporation that qualifies as a PFIC may elect to mark such stock to the market annually (a “mark-to-market election”). If such an election is made, such U.S. Holder will generally not be subject to the special taxation rules of Section 1291 discussed above. However, if the mark-to-market election is made by a Non-Electing U.S. Holder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to our common shares. A U.S. Holder who makes the mark-to-market election will include in income for each taxable year for which the election is in effect an amount equal to the excess, if any, of the fair market value of our common shares as of the close of such tax year over such U.S. Holder’s adjusted basis in such common shares. In addition, the U.S. Holder is allowed a deduction for the lesser of (i) the excess, if any, of such U.S. Holder’s adjusted tax basis in the common shares over the fair market value of such shares as of the close of the tax year, or (ii) the excess, if any, of (A) the mark-to-market gains for our common shares included by such U.S. Holder for prior tax years, including any amount which would have been treated as a mark-to-market gain for any prior tax year but for the Section 1291 rules discussed above with respect to Non-Electing U.S. Holders, over (B) the mark-to-market losses for shares that were allowed as deductions for prior tax years. A U.S. Holder’s adjusted tax basis in our common shares will be adjusted to reflect the amount included in or deducted from income as a result of a mark-to-market election. A mark-to-market election applies to the taxable year in which the election is made and to each subsequent taxable year, unless our common shares cease to be marketable, as specifically defined, or the IRS consents to revocation of the election. Because the IRS has not established procedures for making a mark-to-market election, U.S. Holders should consult their tax advisor regarding the manner of making such an election. No view is expressed regarding whether our common shares are marketable for these purposes or whether the election will be available.

Under Section 1291(f) of the Code, the IRS has issued Proposed Treasury Regulations that, subject to certain exceptions, would treat as taxable certain transfers of PFIC stock by Non-Electing U.S. Holders that are generally not otherwise taxed, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. Generally, in such cases the basis of our common shares in the hands of the transferee and the basis of any property received in the exchange for those common shares would be increased by the amount of gain recognized. Under the Proposed Treasury Regulations, an Electing U.S. Holder would not be taxed on certain transfers of PFIC stock, such as gifts, exchanges pursuant to corporate reorganizations, and transfers at death. The transferee’s basis in this case will depend on the manner of the transfer. In the case of a transfer by an Electing U.S. Holder upon death, for example, the transferee’s basis is generally equal to the fair market value of the Electing U.S. Holder’s common shares as of the date of death under Section 1014 of the Code. The specific tax effect to the U.S. Holder and the transferee may vary based on the manner in which the common shares are transferred. Each U.S. Holder of our shares is urged to consult a tax advisor with respect to how the PFIC rules affect his or its tax situation.

Whether or not a U.S. Holder makes a timely QEF election with respect to our common shares, certain adverse rules may apply in the event that we are a PFIC and any foreign corporation in which we directly or indirectly hold shares is a PFIC (a “lower-tier PFIC”). Pursuant to certain Proposed Treasury Regulations, a U.S. Holder would be treated as owning his or its proportionate amount of any lower-tier PFIC shares, and generally would be subject to the PFIC rules with respect to such indirectly-held PFIC shares unless such U.S. Holder makes a timely QEF election with respect thereto. We do not currently

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have any subsidiaries. If we obtain any subsidiaries, we intend to make the necessary information available to U.S. Holders to permit them to make (and maintain) QEF elections with respect to each subsidiary of ours that is a PFIC.

Under the Proposed Treasury Regulations, a U.S. Holder who does not make a timely QEF election with respect to a lower-tier PFIC generally would be subject to tax (and the PFIC interest charge) on (i) any excess distribution deemed to have been received with respect to his or its lower-tier PFIC shares and (ii) any gain deemed to arise from a so-called “indirect disposition” of such shares. For this purpose, an indirect disposition of lower-tier PFIC shares would generally include (i) a disposition by us (or an intermediate entity) of lower-tier PFIC shares, and (ii) any other transaction resulting in a diminution of the U.S. Holder’s proportionate ownership of the lower-tier PFIC, including an issuance of additional common shares by us (or an intermediate entity). Accordingly, each prospective U.S. Holder should be aware that he or it could be subject to tax even if such U.S. Holder receives no distributions from us and does not dispose of its common shares. We strongly urge each prospective U.S. Holder to consult a tax advisor with respect to the adverse rules applicable, under the Proposed Treasury Regulations, to U.S. Holders of lower-tier PFIC shares.

Certain special, generally adverse, rules will apply with respect to our common shares while we are a PFIC unless the U.S. Holder makes a timely QEF election. For example under Section 1298(b)(6) of the Code, a U.S. Holder who uses PFIC stock as security for a loan (including a margin loan) will, except as may be provided in regulations, be treated as having made a taxable disposition of such shares.

Controlled Foreign Corporation

If more than 50% of the total combined voting power of all our of shares entitled to vote or the total value of our shares is owned, actually or constructively, by citizens or residents of the United States, United States domestic partnerships or corporations, or estates or trusts other than foreign estates or trusts (as defined by the Code Section 7701(a)(31)), each of which own, actually or constructively, 10% or more of the total combined voting power of all of our classes of shares entitled to vote (each, a “United States Shareholder”), we could be treated as a controlled foreign corporation (“CFC”) under Subpart F of the Code. This classification would effect many complex results, one of which is the inclusion of certain income of a CFC which is subject to current U.S. tax. The United States generally taxes United States Shareholders of a CFC currently on their pro rata shares of the Subpart F income of the CFC. Such United States Shareholders are generally treated as having received a current distribution out of the CFC’s Subpart F income and are also subject to current U.S. tax on their pro rata shares of increases in the CFC’s earnings invested in U.S. property. The foreign tax credit described above may reduce the U.S. tax on these amounts. In addition, under Section 1248 of the Code, gain from the sale or exchange of shares by a U.S. Holder of our common shares which is or was a United States Shareholder at any time during the five-year period ending on the date of the sale or exchange is treated as ordinary income to the extent of earnings and profits attributable to the shares sold or exchanged. If a foreign corporation is both a PFIC and a CFC, the foreign corporation generally will not be treated as a PFIC with respect to United States Shareholders of the CFC. This rule generally will be effective for taxable years of United States Shareholders beginning after 1997 and for taxable years of foreign corporations ending with or within such taxable years of United States Shareholders. Special rules apply to United States Shareholders who are subject to the special taxation rules under Section 1291 discussed above with respect to a PFIC. Because of the complexity of Subpart F, a more detailed review of these rules is outside of the scope of this discussion. We do not believe that we currently qualify as a CFC. However, there can be no assurance that we will not be considered a CFC for the current or any future taxable year.

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F.           Dividends and Paying Agents

This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 10.F is not required.

G.           Statement by Experts

This Form 20-F is filed as an annual report under the Exchange Act and accordingly the information called for in Item 10.G is not required.

H.           Documents on Display

Exhibits attached to this Annual Report are also available for viewing at our offices, Suite 350, 885 Dunsmuir Street, Vancouver, British Columbia, Canada, V6C 1N5, or you may request them by calling our office at (604) 688-7377. Copies of our financial statements and other continuous disclosure documents required under securities rules are available for viewing on the internet at www.sedar.com.

I.           Subsidiary Information

Not applicable.

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ITEM 11           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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ITEM 12           DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A.           Debt Securities

Not applicable.

B.           Warrants and Rights

Not applicable.

C.           Other Securities

Not applicable.

D.           American Depository Shares

Not applicable.

PART II

ITEM 13           DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14           MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15           CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our chief executive officer and chief financial officer, our management conducted an evaluation of the effectiveness of our Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d – 15(e) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of December 31, 2008. Based on such evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2008, our Company’s disclosure controls and procedures were not effective due to the identification of material weaknesses in our internal control over financial reporting described below:

Management’s Report on Internal Control over Financial Reporting; Changes in Internal Control over Financial Reporting

Under the Securities Exchange Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”). Our controls include policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

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• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the annual financial statements or inter financial statements.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of our annual or interim financial statement will not be prevented or detected on a timely basis.

Management conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of December 31, 2008 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation.

In performing its assessment, management identified the following material weaknesses: absence of adequate segregation of duties relating to oversight and management of our systems. Our controller who is an outside consultant performs substantially all of our bookkeeping functions and preparation of financial statements and due to a lack of resources, oftentimes her work process and product are not monitored by other qualified management team members. The absence of such adequate segregation of duties may have an affect on the systems which we use in the evaluation and processing of certain accounts and areas and in the posting and recording of journal entries into certain accounts, most notably, our year-end financial statement closing process and debt management process.

In light of the conclusion that our internal control over financial reporting was not effective, our management is in the process of implementing a plan intended to remediate such ineffectiveness and to strengthen our internal controls over financial reporting through the implementation of certain remedial measures, which include:

1.	Improving the control and oversight of the duties relating to the systems we use in the evaluation and processing of certain accounts and areas and in the posting and recording of journal entries into certain accounts (in which material weaknesses have been identified). We have begun these improvements and expect them to be on-going.
2.	The segregation of duties relating to the processing of accounts and the recording of journal entries into certain accounts.

Because of its inherent limitations, internal control over financial reporting may not be able to prevent or detect misstatements on a timely basis, which may be a product of collusion, failure to abide by controls, error or fraud. In addition, projections of any evaluation of the internal control’s effectiveness to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

In its assessment of the effectiveness of internal control over financial reporting as of December 31, 2007, our management identified the following material weaknesses:

During the year end procedures a number of misstatements and disclosure deficiencies were identified in the draft financial statements for the year ended December 31, 2007 prepared by us. These misstatements and disclosure deficiencies sere subsequently corrected by our management and such corrections are reflected in our consolidated financial statements. Our management determined that

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these adjustments has resulted from control deficiencies because we do not have sufficient accounting and finance personnel with adequately comprehensive accounting knowledge to properly address certain non-routine accounting and financial reporting matters and this control deficiency constitutes a material weakness.

As at December 31, 2007, other areas of control deficiencies that could have resulted in misstatements were noted as follows:

• a lack of segregation of duties. Due to the small size of our Company there is no effective way to completely segregate tasks and as a result there is a chance of misstatement. However, management’s oversight and approval of transactions and disbursements limits the scope for inappropriate transactions;

• the audit committee did not have an independent member with financial expertise.

• we had not formalized a code of ethics;

• we had not implemented a whistleblower policy.

• we did not have any personnel with adequate understanding of US and Canadian tax;

As at December 31, 2008 we have taken actions that rectify many of these areas. They are as follows:

• We have appointed an independent director with financial expertise who serves on the audit committee

• We have adopted and formalized a code of ethics

• We have documented our corporate governance policies

• We have adopted a whistleblower policy

Our management has worked and will continue to work to strengthen the Company’s internal controls over financial reporting. Except for the actions described above, there was no change to our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16A        AUDIT COMMITTEE FINANCIAL EXPERTS

The audit committee of our board does have an audit committee financial expert appointed in 2008. We believe that the members of our audit committee are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.

ITEM 16B        CODE OF ETHICS

We have formally adopted a written code of ethics.

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ITEM 16C        PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our independent auditors, Davidson & Company LLP for our fiscal year ended December 31, 2008 and 2007.

	Years ended December 31
	2008	2007
Audit Fees:	$40,000	$53,340
Audit Related Fees:	Nil	Nil
Tax Fees:	$5,000	$9,500
All Other Fees:	Nil	$30,480
Total:	$45,000	$93,320

Audit Fees

Audit Fees are the aggregate fees billed by our independent auditor for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

The policy of our Audit Committee is to pre-approve all audit and permissible non-audit services to be performed by our independent auditors during the fiscal year.

ITEM 16D        EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E        PURCHASE OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not applicable.

PART III

ITEM 17           FINANCIAL STATEMENTS

The following attached financial statements are incorporated herein:

Consolidated Financial Statements of Lincoln Gold Corporation for the year ended December 31, 2008, comprised of the following:

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(a)	Independent Auditor’s Report of Davidson & Company LLP, Chartered Accountants;
(b)	Consolidated Balance Sheets as at December 31, 2008 and 2007;
(c)	Consolidated Statements of Operations, Comprehensive Loss and Deficit for the years ended December 31, 2008, 2007 and 2006;
(d)	Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006;
(e)	Notes to Consolidated Financial Statements.

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ITEM 18           FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 17.

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LINCOLN GOLD CORPORATION
(An Exploration Stage Company)

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

For the fiscal year ended
December 31, 2008

INDEPENDENT AUDITORS’ REPORT

To the Shareholders of
Lincoln Gold Corporation

We have audited the consolidated balance sheets of Lincoln Gold Corporation as at December 31, 2008 and 2007 and the consolidated statements of operations, comprehensive loss and deficit, and cash flows for the years ended December 31, 2008, 2007 and 2006. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with Canadian generally accepted auditing standards and with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2008 and 2007 and the results of its operations and cash flows for the years ended December 31, 2008, 2007 and 2006 in accordance with Canadian generally accepted accounting principles.

	"DAVIDSON & COMPANY LLP"
Vancouver, Canada	Chartered Accountants
May 15, 2009
(except as to Notes 17 and 18 which
are as of July 6, 2009)

COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA –
U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) to identify when there is a restatement that has a material effect on the comparability of the Company’s financial statements such as the restatement described in Note 3(c), or when there is a change in accounting principles that has a material effect on the comparability of the Company’s financial statements such as the changes described in Notes 3(a), (b) and (c), or when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 2 to the financial statements. Our report to the shareholders dated May 15, 2009 (except as to Notes 17 and 18 which are as of July 6, 2009) is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements.

	"DAVIDSON & COMPANY LLP"
Vancouver, Canada	Chartered Accountants
May 15, 2009
(except as to Notes 17 and 18 which
are as of July 6, 2009)

1200 - 609 Granville Street, P.O. Box 10372, Pacific Centre, Vancouver, BC, Canada, V7Y 1G6
Telephone (604) 687-0947 Fax (604) 687-6172

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Consolidated Balance Sheets

(Expressed in Canadian dollars, unless otherwise stated)

		December 31,			December 31,
		2008			2007
					(Restated -
ASSETS					Note 3)
Current
Cash	$	1,553		$	123,201
Receivables		7,943			3,131
Loan receivable (Note 6(d)(iii))		-			5,000
Prepaids and advances		675			107,900
		10,171			239,232
Equipment (Note 5)		11,679			27,602
Deferred financing costs (Note 17)		177,600			19,900
	$	199,450		$	286,734
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Current
Accounts payable and accrued liabilities	$	728,979		$	210,897
Advance from LPT Capital Ltd. (Note 17)		66,500			-
Loan payable (Note 7a)		59,505			-
Notes payable (Note 7d)		1,329,809			100,000
Convertible loans from related parties (Note 7c)		343,107			-
		2,527,900			310,897
Shareholders' deficiency
Share capital (Note 8)
Authorized
Unlimited common shares without par value
Issued and outstanding
55,392,000 (December 31, 2007 - 51,391,666)		4,276,642			3,702,686
Share subscriptions received in advance (Note 8)		-			197,482
Accumulated other comprehensive income (Note 3)		(12,990	)		(12,990	)
Contributed surplus (Note 8)		1,670,091			1,667,612
Deficit		(8,262,193	)		(5,578,953	)
		(2,328,450	)		(24,163	)
	$	199,450		$	286,734

Ability to continue as a going concern (Note 2)
Subsequent events (Note 17)

On behalf of the Board:

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

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

2

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Consolidated Statements of Operations, Comprehensive Loss and Deficit

(Expressed in Canadian dollars, unless otherwise stated)

Years Ended December 31		2008			2007			2006
					(Restated -			(Restated -
					Note 3)			Note 3)
Exploration Expenses (Note 6)	$	2,025,586		$	343,137		$	115,764
Administrative Expenses
Administrative support		55,655			24,070			-
Amortization		10,066			4,630			3,277
Consulting fees		63,582			32,086			2,602
Foreign exchange (gain) loss		(26,477	)		4,991			2,318
Interest expense		154,735			12,690			12,132
Investor relations		65,283			162,685			145,899
Management fees		10,488			27,773			71,248
Office		46,353			34,006			32,786
Professional fees		279,136			204,587			55,510
Property investigation and due diligence		4,116			5,528			4,336
Regulatory and shareholder services		31,965			30,111			5,750
Stock-based compensation (Note 9)		-			262,480			-
Travel and entertainment		9,284			14,742			20,526
Loss before other items		(2,729,772	)		(1,163,516	)		(472,148	)
Other items
Interest income		674			4,526			2,940
Loss on disposition of equipment		(809	)		-			-
Gain on settlement of debt (Note 8)		46,667			-			-
Loss and Comprehensive Loss for the year		(2,683,240	)		(1,158,990	)		(469,208	)
Deficit, beginning of year (as restated)		(5,578,953	)		(4,419,963	)		(3,950,755	)
Deficit, end of year	$	(8,262,193	)	$	(5,578,953	)	$	(4,419,963	)
Basic and diluted loss per common share	$	(0.05	)	$	(0.02	)	$	(0.01	)
Weighted average shares outstanding		54,260,915			47,172,000			42,366,000

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

3

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Expressed in Canadian dollars, unless otherwise stated)

Years Ended December 31		2008			2007			2,006
					(Restated -			(Restated -
					Note 3)			Note 3)
Cash Flows From Operating Activities
Loss for the year	$	(2,683,240	)	$	(1,158,990	)	$	(469,208	)
Items not affecting cash:
Amortization		10,066			4,630			3,277
Loss on disposition of equipment		809			-			-
Shares issued for mineral property costs		31,000			16,222			11,279
Services in exchange for share obligation		-			-			83,204
Stock-based compensation		-			262,480			-
Non-cash interest expense		109,985			-			-
Warrants issued for financing cost		2,479			-			-
Shares issued for financing cost		44,750			-			-
Gain on settlement of debt		(46,667	)		-			-
Exploration services for note payable		800,000			-			-
Unrealized foreign exchange		46,864			-			-
Changes in non-cash working capital items
Increase in receivables		(4,812	)		(3,131	)		-
Decrease (increase) in prepaids and advances		107,225			(102,193	)		7,471
Increase in accounts payable and accrued liabilities		450,982			155,087			19,339
Decrease (increase) in loan receivable		5,000			(5,000	)		-
Net cash used in operating activities		(1,125,559	)		(830,895	)		(344,638	)
Cash Flows From Financing Activities
Shares issued for cash		325,918			812,986			245,054
Share issue costs		(46,127	)		(47,818	)		(24,505	)
Proceeds from note payable		300,000			-			-
Proceeds from convertible loans from related parties		315,000			-			-
Proceeds from loan and advance		127,072			-			-
Share subscriptions received in advance		-			197,482			-
Deferred financing costs		(23,000	)		(19,900	)		-
Net cash provided by financing activities		998,863			942,750			220,549
Cash Flows From Investing Activities
Acquisition of equipment		(11,804	)		(27,685	)		-
Proceeds from disposition of equipment		16,852			-			-
Net cash provided by (used in) investing activities		5,048			(27,685	)		-
Effect of foreign exchange on cash		-			13,416			(5,148	)
Change in cash during the year		(121,648	)		97,586			(129,237	)
Cash, beginning of year		123,201			25,615			154,852
Cash, end of year	$	1,553		$	123,201		$	25,615
Supplementary disclosure with respect to cash flows
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

Supplementary cash flow information (Note 15)

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

4

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

1.	NATURE 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 restated to reflect this change. In addition, the Company changed its authorized share capital from 100,000,000 shares 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 has not earned any revenues and is considered to be in the exploration stage.
	On January 15, 2009 the Company and LPT Capital Limited (“LPT”) entered into an arrangement agreement (Note 17) whereby 0843037 BC Ltd., a subsidiary of LPT, would acquire 100% of the issued common shares of the Company and in return issue to the Company’s shareholders 23,000,000 LPT shares. On February 18, 2009, the Company’s shareholders approved and completed the continuation of the Company from federal jurisdiction to British Columbia and also approved the transaction with LPT. On February 20, 2009 the Supreme Court of British Columbia entered its final order approving the plan of arrangement. The completion of the transaction will occur in conjunction with LPT completing an equity financing to raise up to $3,380,000.
2.	ABILITY TO CONTINUE AS A GOING CONCERN
	The Company’s annual financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”) applicable to a going concern, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these financial statements do not reflect any adjustments in the carrying values of the assets and liabilities, the reported expenses, and the balance sheet classifications used that would be necessary if the going concern assumption were not appropriate. Such adjustments could be material. As at December 31, 2008 the Company has no source of operating cash flow and has an accumulated deficit of approximately $8.3 million. Operations for the year ended December 31, 2008 have been funded primarily from debt and the issuances of capital stock and net changes in working capital balances. The Company has a history of operating losses and has a working capital deficiency of $2,517,729 at December 31, 2008 (2007 – $71,665).
	As discussed in Note 1, the Company is attempting to complete the LPT transaction and financing to assist in the operations of the Company.

5

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

3. SIGNIFICANT ACCOUNTING POLICIES

The Company's significant accounting policies are as follows:

Basis of consolidation

These 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 transactions and balances have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas requiring the use of management estimates relate to the determination of impairment of assets, stock-based compensation, asset retirement obligations, the useful lives estimate and valuation allowances on future income tax assets. Actual results could differ from these estimates.

Presentation

Where applicable, comparative figures have been reclassified to conform with the presentation used in the current year.

Equipment

Equipment is recorded at cost and amortization is provided at a straight line bases over the following periods: Office Equipment – five years; computer software – two years; computer equipment – three years; mining equipment – three years and vehicles – three years.

Mineral property interests

The Company charges to operations all exploration and development expenses incurred prior to the determination of economically recoverable reserves. These costs would also include periodic fees such as license and maintenance fees and advance royalty payments.

The Company capitalizes direct mineral property acquisition costs and those exploration and development expenditures incurred following the determination that the property has economically recoverable reserves. Exploration costs include exploration license and maintenance fees and advance royalty payments. Mineral property acquisition costs include cash consideration and the fair value of common shares and warrants issued for mineral property interests, pursuant to the terms of the relevant agreement. These costs are amortized over the estimated life of the property following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned, or when impairment in value has been determined to have occurred. An exploration property is reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry practice for the current stage of exploration of such properties, these

6

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

procedures do not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

7

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

3. SIGNIFICANT ACCOUNTING POLICIES (continued…)

Asset retirement obligations

The Company recognizes the fair value of a liability for an asset retirement obligation in the year in which it is incurred when a reasonable estimate of fair value can be made. The carrying amount of the related long-lived asset is increased by the same amount as the liability.

Changes in the liability for an asset retirement obligation due to the passage of time will be measured by applying an interest method of allocation. The amount will be recognized as an increase in the liability and an accretion expense in the statement of operations. Changes resulting from revisions to the timing or the amount of the original estimate of undiscounted cash flows are recognized as an increase or a decrease to the carrying amount of the liability and the related long-lived asset.

The Company does not have any asset retirement obligations.

Loss per share

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method the dilutive effect on earnings per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the period. For the years presented, this calculation proved to be anti-dilutive.

Loss per share is calculated using the weighted average number of common shares outstanding during the year.

Financial instruments – recognition and measurement

The Company classifies all financial instruments as either held for trading, available for sale, held to maturity, loans and receivables or other financial liabilities. Financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on the financial instruments classification. Held for trading instruments are measured at fair value with unrealized gains and losses recognized in results of operations. Available for sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income. Instruments held to maturity, loans and receivables and other financial liabilities are measured at amortized cost.

The Company classifies its cash as held for trading and receivables as loans and receivables. Accounts payable and accrued liabilities as well as advances, notes and loans payable are classified as other financial liabilities.

Transaction costs relating to the issuance of debt instruments are deducted from the related financial liability and amortized using the effective interest method over the term of the liability.

Comprehensive income

Comprehensive income is defined as the change in equity (net assets) from transactions and other events from non-owner sources. Other comprehensive income is defines as revenues, expenses, gains and losses that, in accordance with primary sources of GAAP, are recognized in comprehensive income, but excluded from net income. This would include holding gains and losses from financial instruments classified as available for sale.

8

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

3.	SIGNIFICANT ACCOUNTING POLICIES (continued…)
	Stock-based compensation
	The fair value of stock options granted is determined using the Black-Scholes option pricing model and recorded as stock-based compensation over the vesting period of the stock options.
	Income taxes
	Future income taxes are recorded using the asset and liability method, whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using the enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset will be recovered, it provides a valuation allowance against the excess.
	Deferred financing costs
	Costs directly identifiable with the raising of capital will be charged against the related capital stock. Costs related to shares not yet issued are recorded as deferred financing costs. These costs will be deferred until the issuance of the shares to which the costs relate, at which time the costs will be charged against the related capital stock or charged to operations if the shares are not issued.
	Adoption of new accounting policies:
	The Company adopted the following new accounting policies effective January 1, 2008:

(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”. Section 3863, Financial Instruments - Presentation establishes standards for presentation of financial instruments and non-financial derivatives. Other than the additional disclosure in Note 14, the adoption of these Sections has had no significant impact on the Company’s financial statements.
(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 13 the adoption of this section has had no significant impact on the Company’s financial statements.

9

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

3. SIGNIFICANT ACCOUNTING POLICIES (continued…)

(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 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 which was also the Company’s functional currency at that time. 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 loss of $12,990. There were no significant exchange gains or losses related to this method to be recorded as accumulated other comprehensive income. Accordingly, there are no material differences between loss and comprehensive loss for the years presented.
	Monetary assets and liabilities denominated in currencies other than CA dollar are translated at exchange rates in effect at the balance sheet dates. 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

4. RECENT ACCOUNTING PRONOUNCEMENTS

(a)	Goodwill and intangible assets
	The Company will adopt the new standard CICA Handbook Section 3064, 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)	Business combinations, non-controlling interest and consolidated financial statements
	In January 2009, the CICA issued Handbook Section 1582, Business Combinations, 1601, Consolidated Financial Statements and 1602, Non-controlling Interests which replace CICA Handbook Sections 1581,
	Business Combinations and 1600, Consolidated Financial Statements. Section 1582 establishes standards for the accounting for business combinations that is equivalent to the business combination standard under IFRS. Section 1582 is applicable for the Company’s business combinations with acquisition dates on or after January 1, 2011. Section 1601 together with Section 1602 establishes standards for the preparation of consolidated financial statements. Section 1601 is applicable for the Company’s interim and annual consolidated financial statements for its fiscal year beginning January 1, 2011. Early adoption of this Section is permitted and all three Sections must be adopted concurrently.

10

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

4. RECENT ACCOUNTING PRONOUNCEMENTS (continued…)

(c)

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.

5. EQUIPMENT

		December 31, 2008						December 31, 2007
				Accumulated		Net				Accumulated		Net
		Cost		Amortization		Book Value		Cost		Amortization		Book Value
Computer equipment	$	7,610	$	5,816	$	1,794	$	7,610	$	4,181	$	3,429
Computer software		1,345		1,345		-		1,345		1,345		-
Mining equipment		11,804		3,431		8,373		-		-		-
Office equipment		4,225		2,713		1,512		4,225		1,868		2,357
Vehicle		-		-		-		23,597		1,781		21,816
	$	24,984	$	13,305	$	11,679	$	36,777	$	9,175	$	27,602

11

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

6. MINERAL PROPERTY INTERESTS

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

During the year ended December 31, 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	$	11,030		$	-		$	58,250	$	31,000	$	100,280
Geochemistry		-			-			-		476		476
Contractors		1,047			996			64,479		92,223		158,745
Drilling and metallurgical		-			-			269,895		1,259,242		1,529,137
General administration		-			-			8,660		35,867		44,527
Geologic mapping and imagery		-			-			409		236		645
Maintenance		3,370			(1,080	)		67,898		5,975		76,163
Field supplies		-			-			2,220		12,903		15,123
Resource estimation		-			-			26,439		-		26,439
Reclamation		(1,383	)		-			-		-		(1,383	)
Shipping		-			-			-		401		401
Travel and accommodation		263			104			11,083		63,583		75,033
Total mineral property expenditures	$	14,327		$	20		$	509,333	$	1,501,906	$	2,025,586

During the year ended December 31, 2007, the Company incurred exploration expenditures as follows:

		United States								Mexico
		Hannah		JDS		Jenny Hill		Pine Grove		La Bufa		Total
Exploration and related expenditures
Option, lease and advance
royalty payments	$	16,116	$	-	$	-	$	34,381	$	15,310	$	65,807
Geochemistry		-		-		-		-		8,632		8,632
Contractors		4,969		144		430		9,499		66,537		81,579
General administration		35		-		13		6,926		29,054		36,028
Geologic mapping and imagery		-		-		-		50		21,660		21,710
Maintenance		3,304		-		-		47,853		15,160		66,317
Field supplies		-		-		-		34		434		468
Resource estimation		-		-		-		53,800		-		53,800
Shipping		-		-		-		38		-		38
Travel and accommodation		117		-		159		1,564		6,918		8,758
Total mineral property expenditures	$	24,541	$	144	$	602	$	154,145	$	163,705	$	343,137

12

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

6. MINERAL PROPERTY INTERESTS (continued…)

During the year ended December 31, 2006, the Company incurred exploration expenditures as follows:

		United Sates								Mexico
		Hannah		JDS		Pine Grove		General		La Bufa		Total
Exploration and related expenditures
Option, lease and advance
royalty payments	$	-	$	-	$	-	$	-	$	22,238	$	22,238
Geochemistry		-		4,953		-		-		31,595		36,548
Contractors		2,562		558		2,496		292		12,729		18,637
General administration		36		47		58		73		140		354
Geophysics		1,135		-		-		-		-		1,135
Maintenance		14,838		-		-		-		2,621		17,459
Field supplies		6		-		-		-		-		6
Imagery		-		-		-		-		17,484		17,484
Travel and accommodation		474		-		389		-		1,040		1,903
Total mineral property expenditures	$	19,051	$	5,558	$	2,943	$	365	$	87,847	$	115,764

United States

(a) Hannah Property

In December 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 (see below) and; US$50,000 on January 10, 2013.
In January 2007 the Company amended the Hannah agreement whereby the US$15,000 due on January 10, 2007 would be paid in equal quarterly installments of US$3,750 (paid).

In January 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. At December 31, 2008 US$10,000 was paid and the remaining US$10,000 paid subsequent to year-end.

13

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

6. MINERAL PROPERTY INTERESTS (continued…)

(b) Hannah Property (continued…)

In February 2009 the Company amended the Hannah agreement whereby the US$25,000 due on January 10, 2009 would be lowered to US$16,000 and be paid US$1,000 on January 10, 2009 (paid), US$5,000 on April 10, 2009 (paid), US$5,000 on July 10, 2009 and US$5,000 on October 10, 2009. The last payment of US$50,000 due on January 10, 2013 will be increased by an amount such that the total payments made by the Company will total US$210,000.

In February 2009, the Company then entered into an option agreement with Enexco International Inc. (“Enexco”), whereby Enexco can earn a 60% interest in the Hannah property by completing the following within a year:

	Pay the Company US$15,000 (received) upon signing the agreement Pay the underlying option payments, not to exceed US$25,000 for the year Make necessary claim maintenance fees and certain drilling requirements
If Enexco completes all the above items, they will have exercised their option and earned a 60% interest in the property.

(c) JDS Property

In fiscal 2004, the Company acquired, by staking, a 100% interest in certain mineral claims in Eureka County, Nevada, USA.

In August 2008 the Company entered into an agreement with Carlin Gold US Inc. (“Carlin”) whereby they sold 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.

(d) Jenny Hill Property

In September 2004, the Company entered into a mining lease and option to purchase agreement comprising certain mineral claims situated in Mineral and Nye Counties, Nevada for a term of seven years. The agreement called for the Company to make option payments $1,500,000 ($45,000 paid) over a seven year period and complete a work program on the property of $50,000 in the first lease year and $100,000 for the second and each subsequent lease year until the option was completed. The agreement was subject to a net smelter return of 2%.

During fiscal 2007, the Company decided not to pursue exploration on this property and terminated the option agreement.

(e) 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) In July 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.

14

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

6. MINERAL PROPERTY INTERESTS (continued…)

(d) Pine Grove Property (continued…)

The Company must produce a bankable feasibility study on the properties by July 1, 2009 (extended to December 31, 2010) 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.

The following non-refundable advance net smelter royalty payments must be made by the Company:

• US$10,000 upon signing the agreement (paid); and
• US$30,000 prior to each one year anniversary of the lease (paid November 2008).

ii)	In July 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 in 2007). Upon commencement of commercial production, the Company will pay a 5% net smelter royalty to Votipka.
iii)	In August 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:

• US$10,000 upon signing the agreement (paid) and
• US$25,000 prior to each one year anniversary of the lease (paid November 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:

	US$25,000 by August 1, 2008; (incurred) US$25,000 by August 1, 2009; US$50,000 by August 1, 2010; US$50,000 by August 1, 2011 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.

Pursuant to a loan agreement (Note 7a), the Company has pledged certain Pine Grove properties as collateral for a loan that is currently in default.

15

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

6. 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:
•	By April 12, 2008	US$ 500,000 (incurred)
•	By April 12, 2009	US$ 750,000 (incurred)
•	By April 12, 2010	US$1,000,000
•	By April 12, 2011	US$1,250,000
Share issuances:
•	By April 19, 2007	150,000 shares (issued April 16, 2007)
•	By April 12, 2008	200,000 shares (issued April 8, 2008)
•	By April 12, 2009	200,000 shares (issued May 4, 2009)
•	By April 12, 2011	1,000,000 shares

7. NOTES PAYABLE

a) Loan payable

In November 2008, the Company received loan proceeds of US$50,000 bearing an interest rate of 10% per annum, calculated and compounded monthly and must be repaid on the earlier of the closing of a financing, or the closing of the LPT transaction (Note 1), or April 15, 2009. The Company is currently in default on this loan. The Company pledged certain of the Pine Grove mineral property claims as collateral. The Company issued 100,000 common shares pursuant to this agreement as a financing cost, valued at $2,000. These shares must be equal to post consolidated shares after the LPT transaction so additional shares will need to be issued.

b) 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 assets. The Company agreed to repay the principal and interest upon completing a financing of more than $500,000.

16

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

7. NOTES PAYABLE (continued…)

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 issued 37,500 share purchase warrants in relation to this convertible loan, with 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.

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.

On December 18, 2008 a director of the Company paid out the convertible loan indebtedness of $75,000 plus accrued interest of $20,047 totalling $95,047 in return for the assignment of that debt. As part of such payout the third party’s general security agreement over the Company’s assets was discharged. The $95,047 debt is unsecured and accrues interest at a rate of 5% per annum. This amount is included in the convertible loans from related parties on the balance sheet.

c)           Convertible loans from related parties

During the year ended December 31, 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.

The Company signed an agreement whereby the $181,000 loan would be settled as $10,000 cash and the issuance of 3,420,000 shares of the Company contingent on the completion of the transaction with LPT but no later than June 30, 2009 (see Note 17).

During the year ended December 31, 2008, the Company received further convertible loan proceeds of $154,047 from a director of the Company of which $95,047 relates to the assumption of convertible loan indebtedness noted above in 7b). The principal amount of $25,000 bears interest at 5% per annum until December 31, 2008, and at 10% per annum subsequent to December 31, 2008. The remaining principal amount of $129,047 bears interest at 5% per annum until December 31, 2009, and at 10% per annum subsequent to December 31, 2009. 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

The Company signed an agreement whereby $59,000 of the loan would be settled with the issuance of 1,180,000 shares of the Company contingent on the completion of the transaction with LPT but no later than June 30, 2009 (see Note 17).

17

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

7. NOTES PAYABLE (continued…)

d) 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 $46,034 of accrued interest is included in the note payable.

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 but no later than June 30, 2009 (see Note 17).

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 and were valued at $42,750.

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 but no later than June 30, 2009 (see Note 17).

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.

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 but no later than June 30, 2009 (see Note 17).

18

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

8. SHARE CAPITAL AND CONTRIBUTED SURPLUS

	Number		Share			Contributed
	of Shares		Capital			Surplus
Balance, December 31, 2005	41,865,000	$	2,593,106		$	1,405,132
Shares issued for mineral property	50,000		11,279			-
Private placement	1,075,000		245,054			-
Share issue costs	-		(24,505	)		-
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	-		-			262,480
Balance, December 31, 2007	51,391,666		3,702,686			1,667,612
Warrants issued for financing costs	-		-			2,479
Private placement	2,067,000		413,400			-
Share issue costs	-		(35,375	)		-
Shares issued for mineral property expenditures	200,000		31,000			-
Private placements	600,000		110,000			-
Share issue costs	-		(30,652	)		-
Shares issued for financing cost	550,000		44,750			-
Shares issued for debt settlement	583,334		40,833			-
Balance, December 31, 2008	55,392,000	$	4,276,642		$	1,670,091

Share issuances

In December 2008, in consideration for a loan of US$50,000, the Company issued to the lender 100,000 shares at a value of $2,000.

In August 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 valued at $42,750 to the lender.

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.

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. The Company paid finder’s fees of $30,563 in relation to these two private placements in May 2008.

19

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

8. SHARE CAPITAL AND CONTRIBUTED SURPLUS (continued…)

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.

In August, 2007 the Company completed a private placement and issued 4,250,000 units at US$0.10 per unit for gross proceeds of US$425,000. Each unit consisted of one common share and one share purchase warrant with each warrant exercisable to acquire one common share at US$0.15 per share for a term of two years. The Company incurred share issuance costs of US$15,000 in connection with this private placement

In May 2007 the Company completed a private placement and issued 3,275,000 units at US$0.10 per unit for proceeds of US$327,500. Each unit consisted of one common share and one share purchase warrant with each warrant exercisable to acquire one common share at US$0.15 per share for a term of two years. The Company incurred share issuance costs of US$19,425 in connection with this private placement.

In April, 2007 the Company issued 210,000 shares of common stock at a value of US$23,850 pursuant to a mineral option agreement of which 60,000 shares with a value of US$9,600 relate to a mineral property payable recorded at December 31, 2006.

In February 2007, the Company issued 666,666 shares to settle a share issuance obligation.

In July 2006, the Company completed the first tranche of a private placement and issued 1,075,000 units at US$0.20 per unit for net cash proceeds of US$193,500, net of share issuance costs of US$21,500. Each unit consists of one common share and one-half of one Series A warrant and one whole Series B warrant. Each whole Series A warrant will be exercisable to acquire one common share at US$0.35 per share for a term of one year from the issuance date. Each whole Series B warrant will be exercisable to acquire one common share at US$1.35 per share for a term of four years from the issuance date. During the 2007 fiscal year, the expiry date of these warrants was extended from July 27, 2007 to January 28, 2008. These warrants have since expired unexercised.

In March 2006, the Company issued 50,000 shares at a value of US$10,000 pursuant to a mineral property option agreement.

9. 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

20

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

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.

21

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

9. STOCK OPTIONS (continued…)

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.

The change in stock options outstanding is as follows:

	December 31, 2008		December 31, 2007				December 31, 2006
		Weighted			Weighted			Weighted
		Average			Average			Average
	Number	Exercise	Number		Exercise		Number	Exercise
	Of Options	Price	Of Options		Price		Of Options	Price
At January 1	2,450,000	US$ 0.25	2,390,000		US$ 0.60		2,390,000	US$ 0.60
Granted	-	-	2,450,000		0.25		-	-
Exercised	-	-	-		-		-	-
Expired or forfeited	-	-	(2,390,000	)	(0.60	)	-	-
At December 31	2,450,000	US$ 0.25	2,450,000		US$ 0.25		2,390,000	US$ 0.60

As at December 31, 2008 the following options are outstanding:

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

Stock-based compensation

During 2007, the Company granted 2,450,000 fully vested stock options, 2,000,000 to officers and directors and 450,000 to contractors, with a fair value of $262,480 that has been recorded as contributed surplus and stock-based compensation in the results or operations. The fair value of the stock options granted was estimated using the Black-Scholes option pricing model assuming a dividend yield of 0%, expected volatility of 97%, risk free interest rate of 3.99% and weighted average expected life of 3 years. The weighted average grant date fair vale of the stock options granted was $0.10 per option.

22

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

10. WARRANTS

As at December 31, 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 14, 2009 (expired)
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	April 14, 2010
100,000		$	0.20	May 15, 2010
9,971,000

Share purchase warrant transactions are summarized as follows:

				Weighted
				Average
	Number			Exercise
	Of Shares			Price
Balance, December 31, 2005	5,445,000		$	0.46
Issued	1,612,500		$	1.06
Expired	(2,300,000	)	$	0.50
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, December 31, 2008	9,971,000		$	0.31

11. RELATED PARTY TRANSACTIONS

During the year ended December 31, 2008, the Company paid management fees and consulting fees of $40,941 (2007 – $14,827, 2006 - $47,937) and rent, included in office, of $2,583 (2007 - $2,901, 2006 -$3,744) to the Vice President of the Company, management fees of $10,488 (2007 - $24,174, 2006 -$23,310) to company owned by the President of the Company and consulting fees of $18,638 (2007 -$nil, 2006 - $nil) to a company owned by the CFO of the Company. In December 2008, the President forgave $39,853 of management fees which is reversed against management fees.

23

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

11.	RELATED PARTY TRANSACTIONS (continued…)
	As at December 31, 2008, the Company owed $53,217 (2007 - $1,155) to various directors and officers of the Company which is included in accounts payable. In October 2008, amended subsequent to year- end, the Company signed an agreement whereby $32,020 of the amounts due to directors and officers would be settled through a cash payment of $7,520 and the issuance of 490,000 shares of the Company (see Note 17). At December 31, 2008, the Company owed $43,281 (2007 - $nil) for rent and administrative expenses to a Company which shares a director in common
	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.
12.	INCOME TAXES
	The income tax provision (recovery) shown on the statements of operations differs from the amounts obtained by applying combined federal and provincial statutory rates to the net loss before taxes as follows:

		2008			2007			2006
Loss before income taxes	$	(2,683,240	)	$	(1,158,990	)	$	(469,208	)
Effective tax rate		31.0%			34.4%			35.0%
Expected tax recovery	$	(831,805	)	$	(398,602	)	$	(164,518	)
Deductible items		(6,868	)		(46,199	)		(44,250	)
Non-deductible items		1,003,281			191,243			38,577
Differences in tax rates		(11,989	)		-			-
Change in valuation allowance		(152,619	)		253,558			170,191
	$	-		$	-		$	-

Future income tax assets are calculated as follows:

		2008			2007
Future income tax assets relate to:
Loss carryforwards	$	197,000		$	58,000
Accumulated mineral property expenditures		759,000			227,000
Capital assets and other		10,000			-
Financing costs		22,000			-
		988,000			285,000
Valuation allowance		(988,000	)		(285,000	)
	$	-		$	-

24

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

12.	INCOME TAXES (continued…)
	As at December 31, 2008, the Company has non-capital loss carry forwards of $740,000 (2007: $170,000) available to reduce income otherwise taxable in future years expiring through to 2027.
	The potential tax benefits related to the loss carry forwards and other temporary differences, the application of which may be restricted, have not been recognized in these consolidated financial statements as management does not consider it likely that such assets will be realized in the carry forward period. Also, the availability of the above deductions for income tax purposes may be restricted if there are future changes in control.
13.	CAPITAL MANAGEMENT
	The Company defines its capital as shareholders’ equity. 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.
14.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
	(a)	Fair value
	The fair value of cash, receivables, advances, and accounts payable and accrued liabilities approximates their carrying value due to the short term nature of the instruments. The fair value of the convertible loans and notes payable have not been determined as no relevant information is available for these types of financial instruments and it is not practicable to do so. The terms and conditions of the loans are detailed in Note 7.
	(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 US dollars, as well as the Canadian dollar and Mexican pesos.
	At December 31, 2008, approximately 28% of the Company’s accounts payable and accrued liabilities and approximately 12.75% of the Company’s loan and notes payable are denominated in US dollars and/or Mexican pesos. For each 10% change in the Canadian dollar against the Mexican peso, a $87,000 gain/loss would arise, and for each 10% change in the Canadian dollar against the US dollar, a

25

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

	$37,650 gain/loss would arise. The Company does not enter into derivative financial instruments to mitigate this risk.
14.	FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (continued…)
	(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 significant credit losses and believes it is not exposed to any significant credit risk.
	(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 any 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 17).
	(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.

26

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

15. SUPPLEMENTARY DISCLOSURE WITH RESPECT TO CASH FLOW

Significant non-cash transactions for the year ended December 31, 2008 included:

(a)	The Company settled debt of US$87,500 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 and incurred additional costs of $154,600 through accounts payable at year-end.
(c)	The Company issued 987,410 units for share subscriptions of $197,482 received on December 31, 2007

Significant non-cash transactions for the year ended December 31, 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 $85,434.
(c)	The Company issued 150,000 common shares with a fair value of $16,222 for mineral property costs.

There were no significant non-cash transactions for the year ended December 31, 2006.

16. SEGMENTED INFORMATION

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

		December 31,		December 31,
		2008		2007
Capital assets:
Mexico	$	8,373	$	21,816
Canada		3,306		5,786
	$	11,679	$	27,602

17. SUBSEQUENT EVENTS

(a)           LPT Capital – Arrangement agreement

On January 15, 2009 the Company entered into an agreement with LPT Capital Ltd. (“LPT”) whereby 0843037 BC Ltd., a subsidiary of 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.

27

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

17. SUBSEQUENT EVENTS (continued…)

On February 18, 2009, the Company’s shareholders approved and completed the continuation of the Company from federal jurisdiction to British Columbia and also approved the qualifying transaction with LPT. On February 20, 2009 the Supreme Court of British Columbia entered its final order approving the plan of arrangement. The completion of the transaction will occur in conjunction with LPT completing an equity financing by way of a public offering to raise up to $3,380,000

LPT has advanced the Company a total of $66,500 which is comprised of an advance of $25,000 and payments of $41,500 on behalf of the Company to settle a portion of its accounts payables.

The Company, as at December 31, 2008, has incurred $177,600 of deferred financing costs in relation to this transaction

(b)           Shares for debt

In October 2008, subject to the completion of the LPT agreement by February 28, 2009 further amended in January 2009 to by April 30, 2009 further amended in April 2009 to by June 30, 2009, the Company arranged to settle $1,614,036 of debt for the cash payment of $651,580 and the issuance of 19,259,900 shares of the Company as follows:

		Debt	Shares		Cash
Convertible loans from related parties	$	240,000	4,600,000	$	10,000
Notes payable		400,000	7,000,000		61,137	(US$50,000	)
Promissory note		800,000	6,000,000		500,000
Accounts payable - related parties		32,020	490,000		7,520
Accounts payable		142,016	1,169,900		72,923
	$	1,614,036	19,259,900	$	651,580

If the proposed LPT agreement does not complete by June 30, 2009, the settlement agreements become null and void. Certain of these agreements with debts totaling $1,162,689 were amended to extend the completion date to August 31, 2009.

18. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”). There are no material variations in the accounting principles, practices and methods used in preparing these consolidated financial statements from principles, practices and methods accepted in the United States (“U.S. GAAP”).

28

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

18. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued…)

Adoption of new accounting policies

Effective January 1, 2008, the Company adopted the following accounting pronouncements:

SFAS No. 157, “Fair Value Measurements” which, among other requirements, defines fair value and establishes a framework for measuring fair value and also expands disclosure about the use of fair value to measure assets and liabilities. This pronouncement only applies to fair value measurements that are already required. There is no difference between Canadian and US GAAP to the Company’s December 31, 2008 consolidated financial statements resulting from the adoption of SFAS 157.

SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115 permits entities to choose to measure eligible financial instruments at fair value as of specified dates. Such election, which may be applied on an instrument by instrument basis, is typically irrevocable once elected. As the Company did not elect to adapt the fair value option under this statement, there is no effect on the Company’s financial position or results of operations.

Recent accounting pronouncements

In December 2007, the FASB issued SFAS No. 141R, “Business Combinations” which changes how business acquisitions are accounted. SFAS 141R requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction and establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed in a business combination. Certain provisions of this standard will, among other things, impact the determination of acquisition-date fair value of consideration paid in a business combination (including contingent considerations); exclude transaction costs from acquisition accounting; and change accounting practices for acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets and tax benefits. SFAS No. 141R is effective for business combinations and adjustments to an acquired entity’s deferred tax asset and liability balances occurring after December 31, 2008.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statement, an amendment of ARB No. 51,” which establishes new standards governing the accounting for and reporting of noncontrolling interests (NCI) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of this standard indicate, among other things, that NCIs (previously referred to as minority interests) be treated as a separate component of equity, not as a liability; that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions, rather than as step acquisitions or dilution gains or losses; and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. This standard also requires changes to certain presentation and disclosure requirements. SFAS No. 160 is effective beginning January 1, 2009. The provisions of the standard are to be applied to all NCI’s prospectively, except for the presentation and disclosure requirements, which are to be applied retrospectively to all periods presented.

29

LINCOLN GOLD CORPORATION

(An Exploration Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in Canadian dollars, unless otherwise stated)

18. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (continued…)

In June 2008, the EITF reached a consensus on EITF Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (EITF 07-5). EITF 07-5 addresses the determination of whether an equity linked financial instrument (or embedded feature) that has all of the characteristics of a derivative under other authoritative U.S. GAAP accounting literature is indexed to an entity’s own stock and would therefore meet the first part of a scope exception from classification and recognition as a derivative instrument. The Company plans to adopt the provisions of EITF 07-05 on January 1, 2009, for US GAAP accounting purposes. The Company is currently assessing the effect of the adoption of EITF 07-5 on its consolidated financial statements.

The adoption of these new pronouncements is not expected to have a material effect on the Company’s financial position or results of operations.

30

ITEM 19           EXHIBITS

Exhibit Number	Description of Exhibit
1.01	Certificate of Continuation, a British Columbia corporation (6)
1.02	Notice of Articles of Lincoln Gold Corporation, a British Columbia corporation (6)
1.03	Articles of Lincoln Gold Corporation, a British Columbia corporation (6)
2.01	Shareholder Rights Plan (4)
4.01	2005 Stock Option Plan, as amended (5)
4.02	Option Agreement between the Corporation and Almaden dated April 12, 2007 (1)
4.03	Form of Regulation S Subscription Agreement for May 2007 Unit Offering (2)
4.04	Lease agreement dated July 13, 2007 between Lincoln Gold Corporation and Wheeler Mining Company (5)
4.05	Lease agreement dated August 1, 2007 between Lincoln Gold Corporation and Lyon Grove, PLC (5)
4.06	Form of Regulation D Subscription Agreement for August 2007 Unit Offering (3)
4.07	Form of Regulation S Subscription Agreement for August 2007 Unit Offering (3)
4.08	Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated January 5, 2009 (6)
4.09	First Amendment to Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated February 16, 2009 (6)
4.10	Second Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated April 30, 2009 (6)
4.11	Third Arrangement Agreement among LPT Capital Ltd., Lincoln Gold Corporation and 0843037 B.C. Ltd., dated June 30, 2009 (6)
11.01	Code of Ethics (5)
12.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (6)
12.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (6)
13.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
13.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

- 87 -

(1)	Previously filed as an exhibit to our Current Report on Form 8-K filed on April 18, 2007.
(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on May 18, 2007.
(3)	Previously filed as an exhibit to our Current Report on Form 8-K filed on August 28, 2007.
(4)	Previously filed as an exhibit to our Current report on Form 6-K filed on July 9, 2008.
(5)	Previously filed as an exhibit to our Annual Report on Form 20-F filed on July 15, 2008.
(6)	Filed as an Exhibit to this Annual Report on Form 20-F

__________

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SIGNATURES

The Registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign on its behalf.

LINCOLN GOLD CORP.

Per:           /s/ Paul Saxton
                 _____________________________________________
Name:      Paul Saxton
Title:        President and Chief Executive Officer

Date:        July 14, 2009

EX-1.01

	DUPLICATE
		Number: C0845956
BRITISH
COLUMBIA
The Best Place on Earth

CERTIFICATE
OF
CONTINUATION

BUSINESS CORPORATIONS ACT

I Hereby Certify that LINCOLN GOLD CORPORATION, has continued into British Columbia from the Jurisdiction of CANADA, under the Business Corporations Act, with the name LINCOLN GOLD CORPORATION on February 18, 2009 at 10:56 AM Pacific Time.

Issued under my hand at Victoria, British Columbia
On February 18, 2009

“Ron Townshend”

RON TOWNSHEND
Registrar of Companies
Province of British Columbia
Canada

EX-1.02

	BRITISH
	COLUMBIA		Mailing Address:	Location:
	The Best Place on Earth	Ministry of	PO BOX 9431 Stn Prov Govt.	2nd Floor - 940 Blanshard St
		Finance	Victoria BC V8W 9V3	Victoria BC
		BC Registry Services	www.corporateonline.gov.bc.ca	250 356-8626

	CERTIFIED COPY
	Of a Document filed with the Province of
	British Columbia Registrar of Companies
Notice of Articles	“Ron Townshend”
	RON TOWNSHEND
BUSINESS CORPORATIONS ACT	March 9, 2009

This Notice of Articles was issued by the Registrar on: March 9, 2009 11:25 AM Pacific Time
   Incorporation Number: C0845956
Recognition Date and Time: Continued into British Columbia on February 18, 2009 10:56 AM Pacific Time

NOTICE OF ARTICLES

Name of Company:
LINCOLN GOLD CORPORATION

REGISTERED OFFICE INFORMATION

Mailing Address:	Delivery Address:
10TH FLOOR, 595 HOWE STREET	10TH FLOOR, 595 HOWE STREET
VANCOUVER BC V6C 2T5	VANCOUVER BC V6C 2T5
CANADA	CANADA

RECORDS OFFICE INFORMATION

Mailing Address:	Delivery Address:
10TH FLOOR, 595 HOWE STREET	10TH FLOOR, 595 HOWE STREET
VANCOUVER BC V6C 2T5	VANCOUVER BC V6C 2T5
CANADA	CANADA

Page: 1 of 2

- 2 -

DIRECTOR INFORMATION

Last Name, First Name, Middle Name:
Milligan, Andrew

Mailing Address:
350 – 885 DUNSMUIR ST.	Delivery Address:
VANCOUVER BC V6C 1N5	350 – 885 DUNSMUIR ST.
CANADA	VANCOUVER BC V6C 1N5
	CANADA
Last Name, First Name, Middle Name:
LeBlanc, Marc
Mailing Address:	Delivery Address:
350 – 885 DUNSMUIR ST.	350 – 885 DUNSMUIR ST.
VANCOUVER BC V6C 1N5	VANCOUVER BC V6C 1N5
CANADA	CANADA
Last Name, First Name, Middle Name:
Chapman, James
Mailing Address:	Delivery Address:
350 – 885 DUNSMUIR ST.	350 – 885 DUNSMUIR ST.
VANCOUVER BC V6C 1N5	VANCOUVER BC V6C 1N5
CANADA	CANADA
Last Name, First Name, Middle Name:
Saxton, Paul
Mailing Address:	Delivery Address:
350 – 885 DUNSMUIR ST.	350 – 885 DUNSMUIR ST.
VANCOUVER BC V6C 1N5	VANCOUVER BC V6C 1N5
CANADA	CANADA

AUTHORIZED SHARE STRUCTURE
1. No maximum	Common Shares	Without Par Value
		Without Special Rights or
		Restrictions attached

Page: 2 of 2

EX-1.03

Incorporation No.: C0845956

LINCOLN GOLD CORPORATION

(the “Company”)

ARTICLES
INDEX

1.	INTERPRETATION		6
	1.1	Definitions	6
	1.2	Business Corporations Act and Interpretation Act Definitions Applicable	6
2.	SHARES AND SHARE CERTIFICATES		7
	2.1	Authorized Share Structure	7
	2.2	Form of Share Certificate	7
	2.3	Shareholder Entitled to Certificate or Acknowledgment	7
	2.4	Delivery by Mail	7
	2.5	Replacement of Worn Out or Defaced Certificate or Acknowledgement	7
	2.6	Replacement of Lost, Destroyed or Wrongfully Taken Certificate	7
	2.7	Recovery of New Share Certificate	8
	2.8	Splitting Share Certificates	8
	2.9	Certificate Fee	8
	2.10	Recognition of Trusts	8
3.	ISSUE OF SHARES		8
	3.1	Directors Authorized	8
	3.2	Commissions and Discounts	9
	3.3	Brokerage	9
	3.4	Conditions of Issue	9
	3.5	Share Purchase Warrants and Rights	9
4.	SHARE REGISTERS		9
	4.1	Central Securities Register	9
	4.2	Closing Register	9
5.	SHARE TRANSFERS		10
	5.1	Registering Transfers	10
	5.2	Form of Instrument of Transfer	10
	5.3	Transferor Remains Shareholder	10
	5.4	Signing of Instrument of Transfer	10
	5.5	Enquiry as to Title Not Required	11
	5.6	Transfer Fee	11
6.	TRANSMISSION OF SHARES		11
	6.1	Legal Personal Representative Recognized on Death	11
	6.2	Rights of Legal Personal Representative	11
7.	ACQUISITION OF COMPANY’S SHARES		11
	7.1	Company Authorized to Purchase or Otherwise Acquire Shares	11
	7.2	No Purchase, Redemption or Other Acquisition When Insolvent	11
	7.3	Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares	12

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8.	BORROWING POWERS		12
9.	ALTERATIONS		12
	9.1	Alteration of Authorized Share Structure	12
	9.2	Special Rights or Restrictions	13
	9.3	Change of Name	13
	9.4	Other Alterations	13
10.	MEETINGS OF SHAREHOLDERS		13
	10.1	Annual General Meetings	13
	10.2	Resolution Instead of Annual General Meeting	13
	10.3	Calling of Meetings of Shareholders	13
	10.4	Notice for Meetings of Shareholders	14
	10.5	Notice of Resolution to Which Shareholders May Dissent	14
	10.6	Record Date for Notice	14
	10.7	Record Date for Voting	14
	10.8	Failure to Give Notice and Waiver of Notice	15
	10.9	Notice of Special Business at Meetings of Shareholders	15
11.	PROCEEDINGS AT MEETINGS OF SHAREHOLDERS		15
	11.1	Special Business	15
	11.2	Special Majority	16
	11.3	Quorum	16
	11.4	One Shareholder May Constitute Quorum	16
	11.5	Persons Entitled to Attend Meeting	16
	11.6	Requirement of Quorum	16
	11.7	Lack of Quorum	16
	11.8	Lack of Quorum at Succeeding Meeting	16
	11.9	Chair	17
	11.10	Selection of Alternate Chair	17
	11.11	Adjournments	17
	11.12	Notice of Adjourned Meeting	17
	11.13	Decisions by Show of Hands or Poll	17
	11.14	Declaration of Result	17
	11.15	Motion Need Not be Seconded	17
	11.16	Casting Vote	18
	11.17	Manner of Taking Poll	18
	11.18	Demand for Poll on Adjournment	18
	11.19	Chair Must Resolve Dispute	18
	11.20	Casting of Votes	18
	11.21	No Demand for Poll on Election of Chair	18
	11.22	Demand for Poll Not to Prevent Continuance of Meeting	18
	11.23	Retention of Ballots and Proxies	18
12.	VOTES OF SHAREHOLDERS		19
	12.1	Number of Votes by Shareholder or by Shares	19
	12.2	Votes of Persons in Representative Capacity	19
	12.3	Votes by Joint Holders	19
	12.4	Legal Personal Representatives as Joint Shareholders	19
	12.5	Representative of a Corporate Shareholder	19

- 3 -

	12.6	When Proxy Holder Need Not Be Shareholder	20
	12.7	When Proxy Provisions Do Not Apply to the Company	20
	12.8	Appointment of Proxy Holders	20
	12.9	Alternate Proxy Holders	20
	12.10	Deposit of Proxy	20
	12.11	Validity of Proxy Vote	21
	12.12	Form of Proxy	21
	12.13	Revocation of Proxy	21
	12.14	Revocation of Proxy Must Be Signed	22
	12.15	Chair May Determine Validity of Proxy	22
	12.16	Production of Evidence of Authority to Vote	22
13.	DIRECTORS		22
	13.1	First Directors; Number of Directors	22
	13.2	Change in Number of Directors	23
	13.3	Directors’ Acts Valid Despite Vacancy	23
	13.4	Qualifications of Directors	23
	13.5	Remuneration of Directors	23
	13.6	Reimbursement of Expenses of Directors	23
	13.7	Special Remuneration for Directors	23
	13.8	Gratuity, Pension or Allowance on Retirement of Director	23
14.	ELECTION AND REMOVAL OF DIRECTORS		23
	14.1	Election at Annual General Meeting	23
	14.2	Consent to be a Director	24
	14.3	Failure to Elect or Appoint Directors	24
	14.4	Places of Retiring Directors Not Filled	24
	14.5	Directors May Fill Casual Vacancies	24
	14.6	Remaining Directors’ Power to Act	25
	14.7	Shareholders May Fill Vacancies	25
	14.8	Additional Directors	25
	14.9	Ceasing to be a Director	25
	14.10	Removal of Director by Shareholders	25
	14.11	Removal of Director by Directors	25
15.	ALTERNATE DIRECTORS		26
	15.1	Appointment of Alternate Director	26
	15.2	Notice of Meetings	26
	15.3	Alternate for More Than One Director Attending Meetings	26
	15.4	Consent Resolutions	26
	15.5	Alternate Director Not an Agent	26
	15.6	Revocation of Appointment of Alternate Director	26
	15.7	Ceasing to be an Alternate Director	27
	15.8	Remuneration and Expenses of Alternate Director	27
16.	POWERS AND DUTIES OF DIRECTORS		27
	16.1	Powers of Management	27
	16.2	Appointment of Attorney of Company	27
17.	INTERESTS OF DIRECTORS AND OFFICERS		27
	17.1	Obligation to Account for Profits	27

- 4 -

	17.2	Restrictions on Voting by Reason of Interest	28
	17.3	Interested Director Counted in Quorum	28
	17.4	Disclosure of Conflict of Interest or Property	28
	17.5	Director Holding Other Office in the Company	28
	17.6	No Disqualification	28
	17.7	Professional Services by Director or Officer	28
	17.8	Director or Officer in Other Corporations	28
18.	PROCEEDINGS OF DIRECTORS		29
	18.1	Meetings of Directors	29
	18.2	Voting at Meetings	29
	18.3	Chair of Meetings	29
	18.4	Meetings by Telephone or Other Communications Medium	29
	18.5	Calling of Meetings	29
	18.6	Notice of Meetings	30
	18.7	When Notice Not Required	30
	18.8	Meeting Valid Despite Failure to Give Notice	30
	18.9	Waiver of Notice of Meetings	30
	18.10	Quorum	30
	18.11	Validity of Acts Where Appointment Defective	30
	18.12	Consent Resolutions in Writing	30
19.	EXECUTIVE AND OTHER COMMITTEES		31
	19.1	Appointment and Powers of Executive Committee	31
	19.2	Appointment and Powers of Other Committees	31
	19.3	Obligations of Committees	31
	19.4	Powers of Board	32
	19.5	Committee Meetings	32
20.	OFFICERS		32
	20.1	Directors May Appoint Officers	32
	20.2	Functions, Duties and Powers of Officers	32
	20.3	Qualifications	32
	20.4	Remuneration and Terms of Appointment	33
21.	INDEMNIFICATION		33
	21.1	Definitions	33
	21.2	Mandatory Indemnification of Directors	33
	21.3	Permitted Indemnification	33
	21.4	Non-Compliance with Business Corporations Act	33
	21.5	Company May Purchase Insurance	34
22.	DIVIDENDS		34
	22.1	Payment of Dividends Subject to Special Rights	34
	22.2	Declaration of Dividends	34
	22.3	No Notice Required	34
	22.4	Record Date	34
	22.5	Manner of Paying Dividend	34
	22.6	Settlement of Difficulties	34
	22.7	When Dividend Payable	35
	22.8	Dividends to be Paid in Accordance with Number of Shares	35

- 5 -

	22.9	Receipt by Joint Shareholders	35
	22.10	Dividend Bears No Interest	35
	22.11	Fractional Dividends	35
	22.12	Payment of Dividends	35
	22.13	Capitalization of Retained Earnings or Surplus	35
23.	ACCOUNTING RECORDS AND AUDITOR		35
	23.1	Recording of Financial Affairs	35
	23.2	23.2 Inspection of Accounting Records	36
	23.3	Remuneration of Auditor	36
24.	NOTICES		36
	24.1	Method of Giving Notice	36
	24.2	Deemed Receipt	36
	24.3	Certificate of Sending	37
	24.4	Notice to Joint Shareholders	37
	24.5	Notice to Legal Personal Representatives and Trustees	37
	24.6	Undelivered Notices	37
25.	SEAL		37
	25.1	Who May Attest Seal	37
	25.2	Sealing Copies	38
	25.3	Mechanical Reproduction of Seal	38
26.	PROHIBITIONS		38
	26.1	Definitions	38
	26.2	Application	38
	26.3	Consent Required for Transfer of Shares or Transfer Restricted Securities	38

- 6 -

Incorporation No.: C0845956

ARTICLES

The Company has as its articles the following articles:

1. INTERPRETATION

1.1 Definitions

In these Articles, unless the context otherwise requires:

(a)	“appropriate person” has the meaning assigned in the Securities Transfer Act;
(b)	“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
(c)	“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(d)	“Interpretation Act” means the Interpretation Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
(e)	“legal personal representative” means the personal or other legal representative of a shareholder;
(f)	“protected purchaser” has the meaning assigned in the Securities Transfer Act;
(g)	“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register;
(h)	“seal” means the seal of the Company, if any;
(i)	“securities legislation” means statutes concerning the regulation of securities markets and trading in securities and the regulations, rules, forms and schedules under those statutes, all as amended from time to time, and the blanket rulings and orders, as amended from time to time, issued by the securities commissions or similar regulatory authorities appointed under or pursuant to those statutes; “Canadian securities legislation” means the securities legislation in any province or territory of Canada and includes the Securities Act (British Columbia); and “U.S. securities legislation” means the securities legislation in the federal jurisdiction of the United States and in any state of the United States and includes the Securities Act of 1933 and the Securities Exchange Act of 1934;
(j)	“Securities Transfer Act” means the Securities Transfer Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act.

1.2 Business Corporations Act and Interpretation Act Definitions Applicable

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act, with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the

- 7 -

term in these Articles. If there is a conflict or inconsistency between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

2. SHARES AND SHARE CERTIFICATES

2.1 Authorized Share Structure

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company.

2.2 Form of Share Certificate

Each share certificate issued by the Company must comply with, and be signed as required by, the

Business Corporations Act.

2.3 Shareholder Entitled to Certificate or Acknowledgment

Unless the shares of which the shareholder is the registered owner are uncertificated shares, each shareholder is entitled, without charge, to (a) one share certificate representing the shares of each class or series of shares registered in the shareholder’s name or (b) a non-transferable written acknowledgment of the shareholder’s right to obtain such a share certificate, provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate or acknowledgment and delivery of a share certificate or an acknowledgment to one of several joint shareholders or to a duly authorized agent of one of the joint shareholders will be sufficient delivery to all.

2.4 Delivery by Mail

Any share certificate or non-transferable written acknowledgment of a shareholder’s right to obtain a share certificate may be sent to the shareholder by mail at the shareholder’s registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgement is lost in the mail or stolen.

2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgement

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

(a)	order the share certificate or acknowledgment, as the case may be, to be cancelled; and
(b)	issue a replacement share certificate or acknowledgment, as the case may be.

2.6 Replacement of Lost, Destroyed or Wrongfully Taken Certificate

If a person entitled to a share certificate claims that the share certificate has been lost, destroyed or wrongfully taken, the Company must issue a new share certificate, if that person:

(a)	so requests before the Company has notice that the share certificate has been acquired by a protected purchaser;
(b)	provides the Company with an indemnity bond sufficient in the Company’s judgment to protect the Company from any loss that the Company may suffer by issuing a new certificate; and

- 8 -

(c) satisfies any other reasonable requirements imposed by the directors.

A person entitled to a share certificate may not assert against the Company a claim for a new share certificate where a share certificate has been lost, apparently destroyed or wrongfully taken if that person fails to notify the Company of that fact within a reasonable time after that person has notice of it and the Company registers a transfer of the shares represented by the certificate before receiving a notice of the loss, apparent destruction or wrongful taking of the share certificate.

2.7 Recovery of New Share Certificate

If, after the issue of a new share certificate, a protected purchaser of the original share certificate presents the original share certificate for the registration of transfer, then in addition to any rights on the indemnity bond, the Company may recover the new share certificate from a person to whom it was issued or any person taking under that person other than a protected purchaser.

2.8 Splitting Share Certificates

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder’s name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as represented by the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

2.9 Certificate Fee

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.8, the amount, if any and which must not exceed the amount prescribed under the Business Corporations Act, determined by the directors.

2.10 Recognition of Trusts

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as required by law or statute or these Articles or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

3. ISSUE OF SHARES

3.1 Directors Authorized

Subject to the Business Corporations Act and the rights, if any, of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share.

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3.2 Commissions and Discounts

The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 Brokerage

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 Conditions of Issue

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

(a)	consideration is provided to the Company for the issue of the share by one or more of the following:
	(i)	past services performed for the Company;
	(ii)	property;
	(iii)	money; and
(b)	the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

3.5 Share Purchase Warrants and Rights

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

4. SHARE REGISTERS

4.1 Central Securities Register

As required by and subject to the Business Corporations Act, the Company must maintain a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 Closing Register

The Company must not at any time close its central securities register.

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5. SHARE TRANSFERS

5.1 Registering Transfers

Subject to the Business Corporations Act, a transfer of a share of the Company must not be registered unless the Company or the transfer agent or registrar for the class or series of share to be transferred has received:

(a)	in the case of a share certificate that has been issued by the Company in respect of the share to be transferred, that share certificate and a written instrument of transfer (which may be on a separate document or endorsed on the share certificate) made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;
(b)	in the case of a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate that has been issued by the Company in respect of the share to be transferred, a written instrument of transfer that directs that the transfer of the shares be registered, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person;
(c)	in the case of a share that is an uncertificated share, a written instrument of transfer that directs that the transfer of the share be registered, made by the shareholder or other appropriate person or by an agent who has actual authority to act on behalf of that person; and
(d)	such other evidence, if any, as the Company or the transfer agent or registrar for the class or series of share to be transferred may require to prove the title of the transferor or the transferor’s right to transfer the share, that the written instrument of transfer is genuine and authorized and that the transfer is rightful or to a protected purchaser.

5.2 Form of Instrument of Transfer

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form that may be approved by the directors or the transfer agent for the class or series of shares to be transferred.

5.3 Transferor Remains Shareholder

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

5.4 Signing of Instrument of Transfer

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

(a)	in the name of the person named as transferee in that instrument of transfer; or
(b)	if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

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5.5 Enquiry as to Title Not Required

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 Transfer Fee

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

6. TRANSMISSION OF SHARES

6.1 Legal Personal Representative Recognized on Death

In the case of the death of a shareholder, the legal personal representative of the shareholder, or in the case of shares registered in the shareholder’s name and the name of another person in joint tenancy, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative of a shareholder, the directors may require the original grant of probate or letters of administration or a court certified copy of them or the original or a court certified or authenticated copy of the grant of representation, will, order or other instrument or other evidence of the death under which title to the shares or securities is claimed to vest.

6.2 Rights of Legal Personal Representative

The legal personal representative of a shareholder has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, if appropriate evidence of appointment or incumbency within the meaning of s. 87 of the Securities Transfer Act has been deposited with the Company. This Article 6.2 does not apply in the case of the death of a shareholder with respect to shares registered in the shareholder’s name and the name of another person in joint tenancy.

7. ACQUISITION OF COMPANY’S SHARES

7.1 Company Authorized to Purchase or Otherwise Acquire Shares

Subject to Article 7.2, the special rights or restrictions attached to the shares of any class or series of shares and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms determined by the directors.

7.2 No Purchase, Redemption or Other Acquisition When Insolvent

The Company must not make a payment or provide any other consideration to purchase, redeem or otherwise acquire any of its shares if there are reasonable grounds for believing that:

(a)	the Company is insolvent; or
(b)	making the payment or providing the consideration would render the Company insolvent.

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7.3 Sale and Voting of Purchased, Redeemed or Otherwise Acquired Shares

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

(a)	is not entitled to vote the share at a meeting of its shareholders;
(b)	must not pay a dividend in respect of the share; and
(c)	must not make any other distribution in respect of the share.

8. BORROWING POWERS

The Company, if authorized by the directors, may:

(a)	borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that the directors consider appropriate;
(b)	issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as the directors consider appropriate;
(c)	guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
(d)	mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure

Subject to Article 9.2 and the Business Corporations Act, the Company may by special resolution:

(a)	create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
(b)	increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
(c)	subdivide or consolidate all or any of its unissued, or fully paid issued, shares;
(d)	if the Company is authorized to issue shares of a class of shares with par value:
	(i)	decrease the par value of those shares; or
	(ii)	if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
(e)	change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
(f)	alter the identifying name of any of its shares; or

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(g)	otherwise alter its shares or authorized share structure when required or permitted to do so by the
	Business Corporations Act;

and, if applicable, alter its Notice of Articles and, if applicable, its Articles, accordingly.

9.2 Special Rights or Restrictions

Subject to the Business Corporations Act, the Company may by special resolution:

(a)	create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
(b)	vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued;

and alter its Articles and Notice of Articles accordingly.

9.3 Change of Name

The Company may by special resolution authorize an alteration to its Notice of Articles in order to change its name and may, by ordinary resolution or directors’ resolution, adopt or change any translation of that name.

9.4 Other Alterations

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by special resolution alter these Articles.

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 Resolution Instead of Annual General Meeting

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 Calling of Meetings of Shareholders

The directors may, at any time, call a meeting of shareholders to be held at such time and place as may be determined by the directors.

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10.4 Notice for Meetings of Shareholders

The Company must send notice of the date, time and location of any meeting of shareholders (including, without limitation, any notice specifying the intention to propose a resolution as an exceptional resolution, a special resolution or a special separate resolution and any notice to consider approving an amalgamation into a foreign jurisdiction, an arrangement or the adoption of an amalgamation agreement, and any notice of a general meeting, class meeting or series meeting), in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

(a)	if and for so long as the Company is a public company, 21 days;
(b)	otherwise, 10 days.

10.5 Notice of Resolution to Which Shareholders May Dissent

The Company must send to each of its shareholders, whether or not their shares carry the right to vote, a notice of any meeting of shareholders at which a resolution entitling shareholders to dissent is to be considered specifying the date of the meeting and containing a statement advising of the right to send a notice of dissent together with a copy of the proposed resolution at least the following number of days before the meeting:

(a)	if and for so long as the Company is a public company, 21 days;
(b)	otherwise, 10 days.

10.6 Record Date for Notice

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

(a)	if and for so long as the Company is a public company, 21 days;
(b)	otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 Record Date for Voting

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

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10.8 Failure to Give Notice and Waiver of Notice

The accidental omission to send notice of any meeting of shareholders to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive that entitlement or agree to reduce the period of that notice. Attendance of a person at a meeting of shareholders is a waiver of entitlement to notice of the meeting unless that person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

10.9 Notice of Special Business at Meetings of Shareholders

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

(a)	state the general nature of the special business; and
(b)	if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:
	(i)	at the Company’s records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
	(ii)	during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business

At a meeting of shareholders, the following business is special business:

(a)	at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
(b)	at an annual general meeting, all business is special business except for the following:
	(i)	business relating to the conduct of or voting at the meeting;
	(ii)	consideration of any financial statements of the Company presented to the meeting;
	(iii)	consideration of any reports of the directors or auditor;
	(iv)	the setting or changing of the number of directors;
	(v)	the election or appointment of directors;
	(vi)	the appointment of an auditor;
	(vii)	the setting of the remuneration of an auditor;
	(viii)	business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
	(ix)	any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

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11.2 Special Majority

The majority of votes required for the Company to pass a special resolution at a general meeting of shareholders is two-thirds of the votes cast on the resolution.

11.3 Quorum

Subject to the special rights or restrictions attached to the shares of any class or series of shares and to Article 11.4, the quorum for the transaction of business at a meeting of shareholders is two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 One Shareholder May Constitute Quorum

If there is only one shareholder entitled to vote at a meeting of shareholders:

(a)	the quorum is one person who is, or who represents by proxy, that shareholder, and
(b)	that shareholder, present in person or by proxy, may constitute the meeting.

11.5 Persons Entitled to Attend Meeting

In addition to those persons who are entitled to vote at a meeting of shareholders, the only other persons entitled to be present at the meeting are the directors, the president (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company, any persons invited to be present at the meeting by the directors or by the chair of the meeting and any persons entitled or required under the Business Corporations Act or these Articles to be present at the meeting; but if any of those persons does attend the meeting, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 Requirement of Quorum

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

(a)	in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and
(b)	in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

11.8 Lack of Quorum at Succeeding Meeting

If, at the meeting to which the meeting referred to in Article 11.7(b) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

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11.9 Chair

The following individual is entitled to preside as chair at a meeting of shareholders:

(a)	the chair of the board, if any; or
(b)	if the chair of the board is absent or unwilling to act as chair of the meeting, the president, if any.

11.10 Selection of Alternate Chair

If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 Adjournments

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 Notice of Adjourned Meeting

It is not necessary to give any notice of an adjourned meeting of shareholders or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 Decisions by Show of Hands or Poll

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by any shareholder entitled to vote who is present in person or by proxy.

11.14 Declaration of Result

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 Motion Need Not be Seconded

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

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11.16 Casting Vote

In the case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 Manner of Taking Poll

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

(a)	the poll must be taken:
	(i)	at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
	(ii)	in the manner, at the time and at the place that the chair of the meeting directs;
(b)	the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
(c)	the demand for the poll may be withdrawn by the person who demanded it.

11.18 Demand for Poll on Adjournment

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 Chair Must Resolve Dispute

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 Casting of Votes

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 No Demand for Poll on Election of Chair

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

11.22 Demand for Poll Not to Prevent Continuance of Meeting

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of the meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 Retention of Ballots and Proxies

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

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12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3.

(a)	on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
(b)	on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 Votes of Persons in Representative Capacity

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 Votes by Joint Holders

If there are joint shareholders registered in respect of any share:

(a)	any one of the joint shareholders may vote at any meeting of shareholders, personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
(b)	if more than one of the joint shareholders is present at any meeting of shareholders, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 Legal Personal Representatives as Joint Shareholders

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders registered in respect of that share.

12.5 Representative of a Corporate Shareholder

If a corporation that is not a subsidiary of the Company is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

(a)	for that purpose, the instrument appointing a representative must be received:
	(i)	at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or
	(ii)	at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting;
(b)	if a representative is appointed under this Article 12.5:

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(i)	the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
(ii)	the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 When Proxy Holder Need Not Be Shareholder

A person must not be appointed as a proxy holder unless the person is a shareholder, although a person who is not a shareholder may be appointed as a proxy holder if:

(a)	the person appointing the proxy holder is a corporation or a representative of a corporation appointed under Article 12.5;
(b)	the Company has at the time of the meeting for which the proxy holder is to be appointed only one shareholder entitled to vote at the meeting;
(c)	the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting; or
(d)	the Company is a public company or is a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply.

12.7 When Proxy Provisions Do Not Apply to the Company

If and for so long as the Company is a public company or is a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply, Articles 12.8 to 12.16 apply only insofar as they are not inconsistent with any Canadian securities legislation applicable to the Company, any U.S. securities legislation applicable to the Company or any rules of an exchange on which securities of the Company are listed.

12.8 Appointment of Proxy Holders

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders may, by proxy, appoint one or more proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.9 Alternate Proxy Holders

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.10 Deposit of Proxy

A proxy for a meeting of shareholders must:

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(a)	be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice, or if no number of days is specified, two business days before the day set for the holding of the meeting or any adjourned meeting; or
(b)	unless the notice provides otherwise, be received at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting or by a person designated by the chair of the meeting or adjourned meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 Validity of Proxy Vote

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

(a)	at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or
(b)	at the meeting or any adjourned meeting, by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.12 Form of Proxy

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[NAME OF COMPANY]
(the “Company”)
The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.
Number of shares in respect of which this proxy is given (if no number is specified, then this proxy is given in respect of all shares registered in the name of the undersigned):
	Signed [month, day, year]
	[Signature of shareholder]
	[Name of shareholder—printed]

12.13 Revocation of Proxy

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is received:

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(a)	at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting or any adjourned meeting at which the proxy is to be used; or
(b)	at the meeting or any adjourned meeting by the chair of the meeting or adjourned meeting, before any vote in respect of which the proxy has been given has been taken.

12.14 Revocation of Proxy Must Be Signed

An instrument referred to in Article 12.13 must be signed as follows:

(a)	if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
(b)	if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 Chair May Determine Validity of Proxy

The chair of any meeting of shareholders may determine whether or not a proxy deposited for use at the meeting, which may not strictly comply with the requirements of this Part 12 as to form, execution, accompanying documentation, time of filing or otherwise, shall be valid for use at such meeting and any such determination made in good faith shall be final, conclusive and binding upon such meeting.

12.16 Production of Evidence of Authority to Vote

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

13. DIRECTORS

13.1 First Directors; Number of Directors

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. The number of directors, excluding additional directors appointed under Article 14.8, is set at:

(a)	subject to paragraphs (b) and (c), the number of directors that is equal to the number of the Company’s first directors;
(b)	if the Company is a public company, the greater of three and the most recently set of:
	(i)	the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
	(ii)	the number of directors set under Article 14.4;
(c)	if the Company is not a public company, the most recently set of:
	(i)	the number of directors set by ordinary resolution (whether or not previous notice of the resolution was given); and
	(ii)	the number of directors set under Article 14.4.

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13.2 Change in Number of Directors

If the number of directors is set under Articles 13.1(b)(i) or 13.1(c)(i):

(a)	the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number;
(b)	if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors, subject to Article 14.8, may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 Directors’ Acts Valid Despite Vacancy

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 Qualifications of Directors

A director is not required to hold a share of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

13.5 Remuneration of Directors

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors, if any, will be determined by the shareholders. That remuneration may be in addition to any salary or other remuneration paid to any officer or employee of the Company as such, who is also a director.

13.6 Reimbursement of Expenses of Directors

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 Special Remuneration for Directors

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 Gratuity, Pension or Allowance on Retirement of Director

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

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(a)	the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
(b)	all the directors cease to hold office immediately before the election or appointment of directors under paragraph (a), but are eligible for re-election or re-appointment.

14.2 Consent to be a Director

No election, appointment or designation of an individual as a director is valid unless:

(a)	that individual consents to be a director in the manner provided for in the Business Corporations Act;
(b)	that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or
(c)	with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 Failure to Elect or Appoint Directors

If:

(a)	the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the
	Business Corporations Act; or
(b)	the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors;
(c)	then each director then in office continues to hold office until the earlier of:
(d)	when his or her successor is elected or appointed; and
(e)	when he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 Places of Retiring Directors Not Filled

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 Directors May Fill Casual Vacancies

Any casual vacancy occurring in the board of directors may be filled by the directors.

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14.6 Remaining Directors’ Power to Act

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of calling a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 Shareholders May Fill Vacancies

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 Additional Directors

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

(a)	one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
(b)	in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(a), but is eligible for re-election or re-appointment.

14.9 Ceasing to be a Director

A director ceases to be a director when:

(a)	the term of office of the director expires;
(b)	the director dies;
(c)	the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
(d)	the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 Removal of Director by Shareholders

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 Removal of Director by Directors

The directors may remove any director before the expiration of his or her term of office if the director is convicted of an indictable offence, or if the director ceases to be qualified to act as a director of a

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company and does not promptly resign, and the directors may appoint a director to fill the resulting vacancy.

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 Notice of Meetings

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 Alternate for More Than One Director Attending Meetings

A person may be appointed as an alternate director by more than one director, and an alternate director:

(a)	will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
(b)	has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
(c)	will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
(d)	has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 Consent Resolutions

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 Alternate Director Not an Agent

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 Revocation of Appointment of Alternate Director

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

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15.7 Ceasing to be an Alternate Director

The appointment of an alternate director ceases when:

(a)	his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
(b)	the alternate director dies;
(c)	the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
(d)	the alternate director ceases to be qualified to act as a director; or
(e)	his or her appointor revokes the appointment of the alternate director.

15.8 Remuneration and Expenses of Alternate Director

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

16. POWERS AND DUTIES OF DIRECTORS

16.1 Powers of Management

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 Appointment of Attorney of Company

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of, or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

17. INTERESTS OF DIRECTORS AND OFFICERS

17.1 Obligation to Account for Profits

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

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17.2 Restrictions on Voting by Reason of Interest

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 Interested Director Counted in Quorum

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 Disclosure of Conflict of Interest or Property

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 Director Holding Other Office in the Company

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 No Disqualification

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 Professional Services by Director or Officer

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 Director or Officer in Other Corporations

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

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18. PROCEEDINGS OF DIRECTORS

18.1 Meetings of Directors

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 Voting at Meetings

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 Chair of Meetings

The following individual is entitled to preside as chair at a meeting of directors:

(a)	the chair of the board, if any;
(b)	in the absence of the chair of the board, the president, if any, if the president is a director; or
(c)	any other director chosen by the directors if:
	(i)	neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
	(ii)	neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
	(iii)	the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 Meetings by Telephone or Other Communications Medium

A director may participate in a meeting of the directors or of any committee of the directors:

(a)	in person;
(b)	by telephone; or
(c)	with the consent of all directors who wish to participate in the meeting, by other communications medium;

if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 Calling of Meetings

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

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18.6 Notice of Meetings

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1 or as provided in Article 18.7, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 When Notice Not Required

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

(a)	the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
(b)	the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 Meeting Valid Despite Failure to Give Notice

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 Waiver of Notice of Meetings

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director or, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director. Attendance of a director or alternate director at a meeting of the directors is a waiver of notice of the meeting unless that director or alternate director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

18.10 Quorum

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 Validity of Acts Where Appointment Defective

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 Consent Resolutions in Writing

A resolution of the directors or of any committee of the directors may be passed without a meeting:

(a)	in all cases, if each of the directors entitled to vote on the resolution consents to it in writing; or
(b)	in the case of a resolution to approve a contract or transaction in respect of which a director has disclosed that he or she has or may have a disclosable interest, if each of the other directors who have not made such a disclosure consents in writing to the resolution.

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A consent in writing under this Article 18.12 may be by any written instrument, fax, e-mail or any other method of transmitting legibly recorded messages in which the consent of the director is evidenced, whether or not the signature of the director is included in the record. A consent in writing may be in two or more counterparts which together are deemed to constitute one consent in writing. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is effective on the date stated in the consent in writing or on the latest date stated on any counterpart and is deemed to be a proceeding at a meeting of the directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

19. EXECUTIVE AND OTHER COMMITTEES

19.1 Appointment and Powers of Executive Committee

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and during the intervals between meetings of the board of directors all of the directors’ powers are delegated to the executive committee, except:

(a)	the power to fill vacancies in the board of directors;
(b)	the power to remove a director;
(c)	the power to change the membership of, or fill vacancies in, any committee of the directors; and
(d)	such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2 Appointment and Powers of Other Committees

The directors may, by resolution:

(a)	appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
(b)	delegate to a committee appointed under paragraph (a) any of the directors’ powers, except:
	(i)	the power to fill vacancies in the board of directors;
	(ii)	the power to remove a director;
	(iii)	the power to change the membership of, or fill vacancies in, any committee of the directors; and
	(iv)	the power to appoint or remove officers appointed by the directors; and
(c)	make any delegation referred to in paragraph (b) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3 Obligations of Committees

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

(a) conform to any rules that may from time to time be imposed on it by the directors; and

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(b) report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 Powers of Board

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

(a)	revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
(b)	terminate the appointment of, or change the membership of, the committee; and
(c)	fill vacancies in the committee.

19.5 Committee Meetings

Subject to Article 19.3(a) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

(a)	the committee may meet and adjourn as it thinks proper;
(b)	the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
(c)	a majority of the members of the committee constitutes a quorum of the committee; and
(d)	questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

20. OFFICERS

20.1 Directors May Appoint Officers

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 Functions, Duties and Powers of Officers

The directors may, for each officer:

(a)	determine the functions and duties of the officer;
(b)	delegate to the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
(c)	revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 Qualifications

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as

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the chair of the board or as a managing director must be a director. Any other officer need not be a director.

20.4 Remuneration and Terms of Appointment

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

21. INDEMNIFICATION

21.1 Definitions

In this Article 21:

(a)	“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
(b)	“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:
	(i)	is or may be joined as a party; or
	(ii)	is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;
(c)	“expenses” has the meaning set out in the Business Corporations Act.

21.2 Mandatory Indemnification of Directors

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 Permitted Indemnification

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4 Non-Compliance with Business Corporations Act

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles or, if applicable, any former Companies Act or former Articles, does not invalidate any indemnity to which he or she is entitled under this Article 21.

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21.5 Company May Purchase Insurance

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

(a)	is or was a director, alternate director, officer, employee or agent of the Company;
(b)	is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
(c)	at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
(d)	at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity;

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

22. DIVIDENDS

22.1 Payment of Dividends Subject to Special Rights

The provisions of this Part 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 Declaration of Dividends

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may consider appropriate.

22.3 No Notice Required

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 Record Date

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 Manner of Paying Dividend

A resolution declaring a dividend may direct payment of the dividend wholly or partly in money or by the distribution of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company or any other corporation, or in any one or more of those ways.

22.6 Settlement of Difficulties

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

(a) set the value for distribution of specific assets;

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(b)	determine that money in substitution for all or any part of the specific assets to which any shareholders are entitled may be paid to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and
(c)	vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 When Dividend Payable

Any dividend may be made payable on such date as is fixed by the directors.

22.8 Dividends to be Paid in Accordance with Number of Shares

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 Receipt by Joint Shareholders

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 Dividend Bears No Interest

No dividend bears interest against the Company.

22.11 Fractional Dividends

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 Payment of Dividends

Any dividend or other distribution payable in money in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the registered address of the shareholder, or in the case of joint shareholders, to the registered address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 Capitalization of Retained Earnings or Surplus

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any retained earnings or surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the retained earnings or surplus so capitalized or any part thereof.

23. ACCOUNTING RECORDS AND AUDITOR

23.1 Recording of Financial Affairs

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

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23.2 23.2 Inspection of Accounting Records

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

23.3 Remuneration of Auditor

The directors may set the remuneration of the auditor of the Company.

24. NOTICES

24.1 Method of Giving Notice

Unless the Business Corporations Act or these Articles provide otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

(a)	mail addressed to the person at the applicable address for that person as follows:
	(i)	for a record mailed to a shareholder, the shareholder’s registered address;
	(ii)	for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
	(iii)	in any other case, the mailing address of the intended recipient;
(b)	delivery at the applicable address for that person as follows, addressed to the person:
	(i)	for a record delivered to a shareholder, the shareholder’s registered address;
	(ii)	for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
	(iii)	in any other case, the delivery address of the intended recipient;
(c)	unless the intended recipient is the auditor of the Company, sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
(d)	unless the intended recipient is the auditor of the Company, sending the record by e-mail to the e- mail address provided by the intended recipient for the sending of that record or records of that class;
(e)	physical delivery to the intended recipient.

24.2 Deemed Receipt

A notice, statement, report or other record that is:

(a)	mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day (Saturdays, Sundays and holidays excepted) following the date of mailing;
(b)	faxed to a person to the fax number provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was faxed on the day it was faxed; and

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(c) e-mailed to a person to the e-mail address provided by that person referred to in Article 24.1 is deemed to be received by the person to whom it was e-mailed on the day it was e-mailed.

24.3 Certificate of Sending

A certificate signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that capacity on behalf of the Company stating that a notice, statement, report or other record was sent in accordance with Article 24.1 is conclusive evidence of that fact.

24.4 Notice to Joint Shareholders

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing such record to the joint shareholder first named in the central securities register in respect of the share.

24.5 Notice to Legal Personal Representatives and Trustees

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

(a)	mailing the record, addressed to them:
	(i)	by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
	(ii)	at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
(b)	if an address referred to in paragraph (a)(ii) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

24.6 Undelivered Notices

If on two consecutive occasions, a notice, statement, report or other record is sent to a shareholder pursuant to Article 24.1 and on each of those occasions any such record is returned because the shareholder cannot be located, the Company shall not be required to send any further records to the shareholder until the shareholder informs the Company in writing of his or her new address.

25. SEAL

25.1 Who May Attest Seal

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of:

(a)	any two directors;
(b)	any officer, together with any director;
(c)	if the Company only has one director, that director; or
(d)	any one or more directors or officers or persons as may be determined by the directors.

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25.2 Sealing Copies

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer or the signature of any other person as may be determined by the directors.

25.3 Mechanical Reproduction of Seal

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and such persons as are authorized under Article 25.1 to attest the Company’s seal may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

26. PROHIBITIONS

26.1 Definitions

In this Part 26:

(a)	“security” has the meaning assigned in the Securities Act (British Columbia);
(b)	“transfer restricted security” means:
	(i)	a share of the Company;
	(ii)	a security of the Company convertible into shares of the Company;
	(iii)	any other security of the Company which must be subject to restrictions on transfer in order for the Company to satisfy the requirement for restrictions on transfer under the “private issuer” exemption of Canadian securities legislation or under any other exemption from prospectus or registration requirements of Canadian securities legislation similar in scope and purpose to the “private issuer” exemption.

26.2 Application

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of these Articles or to which the Statutory Reporting Company Provisions apply.

26.3 Consent Required for Transfer of Shares or Transfer Restricted Securities

No share or other transfer restricted security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

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Full name and signature of each Incorporator	Date of Signing
“Paul F. Saxton”	“February 18, 2009”
(Signature of Incorporator)
_________________
{Name of Incorporator}

EX-4.08

ARRANGEMENT AGREEMENT

THIS AGREEMENT dated for reference the 15^th day of January, 2009.

BETWEEN:

LPT CAPITAL LTD., a company duly incorporated under the laws of the
Province of British Columbia and having its head office at 1383 Marinaside
Crescent, Suite 805, Vancouver, British Columbia, V6Z 2W9

(hereinafter referred to as "LPT")

OF THE FIRST PART

AND:

LINCOLN GOLD CORPORATION, a corporation duly incorporated under
the laws of Canada and having its head office at 350 – 885 Dunsmuir Street,
Vancouver, British Columbia, V6C 1N5

(hereinafter referred to as "Lincoln")

OF THE SECOND PART

AND:

0843037 B.C. LTD., a company duly incorporated under the laws of the
Province of British Columbia and having an office at 1383 Marinaside
Crescent, Suite 805, Vancouver, British Columbia, V6Z 2W9

(hereinafter referred to as "LPT Sub")

OF THE THIRD PART

WHEREAS:

A. LPT and Lincoln have agreed pursuant to a letter agreement dated October 7, 2008 (the "Letter Agreement") to combine their businesses by way of a plan of arrangement to be carried out under the arrangement provisions of Part 9, Division 5 of the Business Corporations Act (British Columbia) on the terms of the Plan of Arrangement annexed hereto as Exhibit I;

B. Upon the terms and subject to the conditions set out in this Agreement, the parties hereto intend to propose a statutory plan of arrangement under Section 288 of the Business Corporations Act (British Columbia) whereby Lincoln and LPT Sub will merge, on the terms set out in the Plan of Arrangement on the basis of the following:

(a)	Lincoln and LPT Sub will merge and continue as one corporation with the same effect as if they were amalgamated under Section 269 of the Business Corporations Act (British Columbia), and the separate legal existence of Lincoln will not cease and Lincoln will survive the merger;
(b)	the separate legal existence of LPT Sub will cease without LPT Sub being liquidated or wound-up;

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(c)	the property and liabilities of LPT Sub will become the property and liabilities of Lincoln which will own and hold all property and liabilities which Lincoln holds before the Arrangement becomes effective and all property and liabilities of LPT Sub, without any transfer by Lincoln or LPT Sub of any of its property or liabilities;
(d)	the common shares of Lincoln shall be cancelled and the holders thereof shall receive shares in the capital of LPT; and
(e)	LPT will become the holder of all of the outstanding securities of the merged company.

C. The Arrangement is intended to qualify as a reorganization under Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement is intended to be a "plan of reorganization" within the meaning of Treasury Regulation Section 1.368 -2(g).

     NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the premises and the respective covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE 1 - INTERPRETATION

1.01 Definitions

In this Agreement and the recitals hereto, unless something in the subject matter or context is inconsistent therewith:

"Advance" means the sum of $25,000 previously advanced by LPT to Lincoln pursuant to the Letter Agreement;

"Agreement" means this Arrangement Agreement, including the Exhibits hereto as the same may be supplemented or amended from time to time;

"Arrangement" means the arrangement under Part 9, Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement;

"Arrangement Filings" means the records and information provided to the Registrar under Section 292(a) of the BCBCA and that the Registrar requires, and the records filed under Section 292(a) of the BCBCA that the Registrar requires to give effect to the Arrangement, together with a copy of the Final Order;

"BCBCA" means the Business Corporations Act (British Columbia), as now enacted and as amended and the regulations thereto;

"CBCA" means the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;

"Consolidation" means a consolidation of LPT Shares on the basis of 1.5 LPT Shares being combined into one (1) LPT common share;

"Continuance" means the continuance of Lincoln under the BCBCA;

"Court" means the Supreme Court of British Columbia;

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"Debt Settlement" means the agreement by Lincoln with various creditors of Lincoln to issue or cause to be issued Shares in satisfaction of up to $1,088,818.53 of indebtedness of Lincoln;

"Effective Date" means the date upon which all conditions to the completion of the Arrangement as set out in Article 5 of this Agreement have been satisfied or waived in accordance with this Agreement and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, action reasonably, and on which the Arrangement Filings are filed with the Registrar;

"Escrowed Shares" means 2,000,000 LPT Shares held subject to the escrow agreement dated January 16, 2007 among LPT, Olympia Trust Company and the founding shareholders of LPT;

"Exchange Ratio" has the meaning set forth in Section 1.01 of the Plan of Arrangement;

"Exchange" means the TSX Venture Exchange;

"Final Order" means the order of the Court approving the Arrangement, as such order may be amended at any time before the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

"Information Circular" means the information circular to be sent to Shareholders of LPT and Lincoln in connection with the Meetings;

"Interim Order" means the interim order of the Court providing for, among other things, the calling and holding of the Lincoln Meeting, as the same may be amended;

"Lincoln" means:

(i)	prior to the Continuance, Lincoln Gold Corporation, a company existing under the CBCA, and
(ii)	after the Continuance, Lincoln Gold Corporation, a corporation continued under the BCBCA,

as the context requires;

"Lincoln Meeting" means the special meeting of Lincoln Shareholders to be held to consider and, if thought fit, to approve the Continuance and the Arrangement, together with such other matters as are required to effect the Arrangement;

"Lincoln Options" means all incentive stock options exercisable to acquire Lincoln Shares outstanding immediately prior to the Effective Date;

"Lincoln Record Date" means the date for determining Lincoln Shareholders entitled to receive notice of and vote at the Lincoln Meeting;

"Lincoln Shares" means the common shares in the capital of Lincoln;

"Lincoln Warrants" means all options, warrants or other securities convertible or exercisable to acquire Lincoln Shares outstanding immediately prior to the Effective Date, but excluding Lincoln Options;

"Lincoln's Property Assets" means the property assets or interests of Lincoln described in the Information Circular including the Pine Grove property and the Hannah property in Nevada and the La Bufa property in Mexico;

"LPT" means LPT Capital Ltd., a corporation incorporated under the BCBCA;

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"LPT Meeting" means the special meeting of LPT Shareholders to be held to consider and, if thought fit, to approve the Consolidation together with such other matters as may be required to effect the Arrangement;

"LPT Options" means all incentive stock options exercisable to acquire LPT Shares outstanding immediately prior to the Effective Date;

"LPT Shares" means the common shares in the capital of LPT prior to giving effect to the Consolidation;

"LPT Sub" means 0843037 B.C. Ltd., a corporation incorporated under the BCBCA;

"LPT Warrants" means all options, warrants or other securities convertible or exercisable to acquire LPT Shares outstanding immediately prior to the Effective Date, but excluding LPT Options;

"Meetings" means the LPT Meeting and the Lincoln Meeting, collectively;

"Name Change" means the change of name of LPT to "Lincoln Mining Corporation" or such other name as may be agreed upon by LPT and Lincoln and approved by the Exchange;

"Ordinary Resolution" has the meaning ascribed to that term in the BCBCA;

"Plan of Arrangement" means the plan of arrangement set out as Exhibit I hereto and any amendment or variation thereto made in accordance with Section 6.01 hereof;

"Post Consolidation LPT Shares" means a common share of LPT after giving effect to the Consolidation;

"Private Placement" means the private placement by LPT of Post Consolidation LPT Shares and/or such other securities of LPT as may be agreed to by Lincoln and LPT, raising a minimum of $3,380,000 and up to $4,000,000 or such other amount as may be agreed to by Lincoln and LPT;

"Registrar" means "registrar" as defined in the BCBCA;

"Shareholder" or "holder of Shares" includes a holder of Shares of either Lincoln or LPT, as applicable;

"Shares" means the common shares in the capital of Lincoln or LPT, and includes Post Consolidation LPT Shares, as the context requires; and

"Special Resolution" means a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in respect of that resolution.

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article or Section hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

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1.03 Number

In this Agreement, unless something in the context is inconsistent therewith, words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

1.04 Date of Any Action

In the event that any date on which any action is required to be taken hereunder by any of the parties hereto is not a business day in the place where the action is required to be taken, such action shall be required to be taken on the next succeeding day which is a business day in such place.

1.05 Entire Agreement

This Agreement, together with the agreements and documents herein and therein referred to, constitute the entire agreement among the parties pertaining to the subject matter hereof and supersedes the Letter Agreement and all other prior agreements, understandings, negotiations and discussions, whether oral or written, among the parties with respect to the subject matter hereof.

ARTICLE 2 - COMPLETE ARRANGEMENT

2.01 Arrangement

The parties agree to effect the Arrangement pursuant to the provisions of Part 9, Division 5 of the BCBCA on the terms and subject to the conditions contained in this Agreement and the Plan of Arrangement.

2.02 Interim Order and Final Order

Lincoln and LPT Sub shall, as soon as reasonably practicable, apply to the Court pursuant to Part 9, Division 5 of the BCBCA, and Section 144 of the CBCA in the case of Lincoln, for the Interim Order providing for, among other things, the calling and holding of the Lincoln Meeting for the purpose of considering and, if deemed advisable, approving the Arrangement and for the form of approval by the shareholders of LPT Sub of the Arrangement. If the approval of the Arrangement in accordance with the procedures required under the Interim Order is obtained, thereafter Lincoln and LPT Sub shall take the necessary steps to submit the Arrangement to the Court and apply for the Final Order in such fashion as the Court may direct and, as soon as practicable thereafter, and subject to satisfaction or waiver of any other conditions provided for in Article Five hereof (other than the filing of the Arrangement Filings), Lincoln and LPT Sub shall cause to be made the Arrangement Filings.

The parties agree that the Arrangement will be carried out with the intention that all Shares issued under the Arrangement to the United States Shareholders of Lincoln will be issued in reliance on the exemption from the registration requirements of the Securities Act of 1933 (the "1933 Act") provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10) Exemption"). In order to ensure the availability of the Section 3(a)(10) Exemption, the parties agree that the Arrangement will be carried out on the following basis:

(a)	the Arrangement will be subject to the approval of the Court;
(b)	the Court will be advised as to the intention of the parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

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(c)	the Court will be required to satisfy itself as to the fairness of the Arrangement to the Lincoln Shareholders subject to the Arrangement;
(d)	the Court will have determined, prior to approving the Arrangement, that the terms and conditions of the exchanges of securities under the Arrangement are fair to the Lincoln Shareholders entitled to Post Consolidation LPT Shares pursuant to the Arrangement;
(e)	the order approving the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as being fair to the Lincoln Shareholders entitled to Post Consolidation LPT Shares pursuant to the Arrangement;
(f)	Lincoln will ensure that each Lincoln Shareholder entitled to Post Consolidation LPT Shares pursuant to the Arrangement will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right; and
(g)	the Interim Order will specify that each Lincoln Shareholder entitled to Post Consolidation LPT Shares pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time.

2.03 LPT Meeting

LPT shall: (a) as soon as practicable call and hold the LPT Meeting for the purpose of considering and, if deemed advisable, approving the Consolidation and any other matters that may require Shareholder approval under the BCBCA or the rules and policies of the Exchange; (b) as soon as practicable apply to the Exchange and diligently seek the approval of the Exchange to the transaction contemplated by this Agreement; and (c) use its reasonable best efforts hereof, to consummate the transactions contemplated by this Agreement as part of LPT's "Qualifying Transaction" under the rules and policies of the Exchange.

2.04 United States Tax Considerations

The Arrangement is intended to qualify as a reorganization under Section 368(a) of the Code and this Agreement is intended to be a "plan of reorganization" within the meaning of Treasury Regulation Section 1.368 -2(g). The parties hereto agree to treat the Arrangement as a reorganization within the meaning of Section 368(a) of the Code for all U.S. federal income tax purposes, and agree to treat this Agreement as a "plan of reorganization" within the meaning of Treasury Regulation Section 1.368 -2(g), and to not take any position on any U.S. tax return or otherwise take any tax reporting position for U.S. federal income tax purposes inconsistent with such treatment, unless otherwise required by a "determination" within the meaning of Section 1313 of the Code that such treatment is not correct. Excluding the transactions contemplated by this Agreement and the Plan of Arrangement, no party hereto currently has any intention and at closing will not have any intention to take any action, fail to take any action, cause any action to be taken or cause any action not to be taken that could reasonably be expected to prevent the Arrangement from qualifying as a "reorganization" within the meaning of Section 368(a)(1) of the Code with respect to Lincoln and the Lincoln Shareholders.

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

3.01 Representations and Warranties of LPT

LPT represents and warrants as follows and acknowledges that Lincoln is relying upon such representations and warranties in connection with the transactions contemplated herein:

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(a)	each of LPT and its wholly owned subsidiary, LPT Sub, is a company duly organized, validly existing and in good standing under the BCBCA with respect to the filing of annual reports, and has the corporate power to own or lease its property and assets and to carry on its business as now conducted by it, is duly licensed or qualified as a foreign corporation in each jurisdiction in which the character of the property and assets now owned by it or the nature of its business as now conducted by it requires it to be so licensed or qualified (save where failure to have such license or qualification is not in the aggregate material) and has the corporate power to enter into this Agreement and perform its obligations hereunder;
(b)	the authorized capital of LPT consists of an unlimited number of LPT Shares of which at January 15, 2009, 6,000,000 LPT Shares were issued and outstanding as fully paid and non- assessable, and 800,000 LPT Shares were issuable on exercise of all outstanding LPT Options and LPT Warrants;
(c)	the authorized capital of LPT Sub consists of an unlimited number of common shares of which at January 15, 2009 only 1 common share is issued and outstanding as fully paid and non assessable and is held by LPT;
(d)	except as described in paragraph 3.01(b) above and as contemplated by this Agreement, no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued shares of LPT or any of its subsidiaries or any unissued securities of LPT or any of its subsidiaries;
(e)	the financial statements of LPT appearing on the SEDAR website and to be contained in the Information Circular present fairly the financial position of LPT at the relevant dates and the results of its operations and the changes in its financial position for the periods indicated in the said statements, and have been prepared in accordance with accounting principles generally accepted in Canada consistently applied (except as to changes in accounting policies publicly disclosed by LPT);
(f)	there are reasonable grounds for believing that no creditor of LPT or LPT Sub will be materially prejudiced by the Arrangement;
(g)	each of LPT and LPT Sub is presently able to pay its liabilities as they become due;
(h)	the execution and delivery of this Agreement and the consummation of the Arrangement does not and will not:
	(i)	result in the breach or violate any term or provision of the constating documents of LPT or LPT Sub; or
	(ii)	conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which LPT or LPT Sub is a party or by which it is bound or to which any property of LPT or LPT Sub is subject or result in the creation of any lien, charge or encumbrance upon any of the assets of LPT or LPT Sub under any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority; or

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	(iii)	violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to LPT or LPT Sub of which LPT or LPT Sub is aware;
(i)	the execution and delivery of this Agreement has been duly approved by the board of directors of each of LPT and LPT Sub;
(j)	there are no agreements, covenants, undertakings or other commitments of LPT, LPT Sub or any partnership or joint venture in which it is a partner or participant or any instruments binding on any of them or any of their respective properties:
	(i)	under which the consummation of the Arrangement would have the effect of imposing restrictions or obligations on LPT or LPT Sub materially greater than those imposed upon LPT or LPT Sub or any such partnership or joint venture at the date hereof; or
	(ii)	which would give a third party, as a result of the Arrangement, a right to terminate any material agreement, or a right to acquire LPT's or LPT Sub's interest in any material agreement, to which LPT, LPT Sub or any such partnership or joint venture is a party or to purchase any of their respective assets; or
	(iii)	under which the consummation of the Arrangement would impose material restrictions on the ability of LPT or LPT Sub to carry on any business which it might choose to carry on within any geographical area, to acquire property or dispose of its property and assets in their entirety or to change its corporate status; or
	(iv)	under which the consummation of the Arrangement would impose material restrictions on the ability of LPT or LPT Sub to borrow money and to mortgage and pledge its property as security therefor;
(k)	neither LPT nor LPT Sub has incurred any liability for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement, or the Arrangement, except LPT has agreed to issue to Baron Global Financial Canada Ltd. up to 1,258,333 Post-Consolidation LPT Shares as a finder's fee in connection with the Arrangement and may issue finder's fees, in cash and/or securities of LPT, in connection with the Private Placement;
(l)	there are no actions, suits, proceedings or investigations commenced, or, as far as LPT or LPT Sub is aware, contemplated or threatened, against or affecting LPT or LPT Sub or before or by any person or before any arbitrator of any kind which would prevent or hinder the Arrangement or which involve the possibility of any judgment or liability which can reasonably be expected to have a material adverse effect on the business operations, properties, assets or condition, financial or otherwise, of LPT or LPT Sub;
(m)	there are no known or anticipated material liabilities of LPT or LPT Sub of any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments whether or not determined or determinable, in respect of which LPT or LPT Sub is or may become liable other than the liabilities disclosed on, reflected in or provided for in the financial statements referred to in Paragraph (e) of Section 3.01 hereof or incurred in the ordinary course of business;
(n)	LPT does not have any subsidiaries other than LPT Sub, which is wholly owned by LPT, and is not a party to any agreement to acquire or lease any other businesses or business operations;

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(o)	the corporate records and minute books of each of LPT and LPT Sub as required to be maintained by it under the laws of its jurisdiction of incorporation are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing;
(p)	to the best of the knowledge of LPT, each of LPT and LPT Sub owns good and marketable title to its property interests and assets free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising which would have a materially adverse effect on the property or assets of LPT and LPT Sub;
(q)	each of LPT and LPT Sub has duly filed on a timely basis all tax returns required to be filed by it and has paid all taxes which are due and payable, and has paid all assessments and reassessments, and all other taxes, governmental charges, penalties, interest and fines due and payable on or before the date hereof; adequate provision has been made for taxes payable for the current period for which tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of any tax, governmental charge or deficiency against LPT or LPT Sub; as far as LPT and LPT Sub are aware, there are no actions, suits, proceedings, investigations or claims now threatened or pending against LPT or LPT Sub in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;
(r)	as far as LPT and LPT Sub are aware, each of LPT and LPT Sub has withheld from each payment made to any of its officers, directors, former directors and employees the amount of all taxes including, but not limited to, income tax and other deductions required to be withheld therefrom and has paid the same to the proper tax and other receiving officers within the time required under any applicable tax legislation;
(s)	the common shares of LPT are at present listed and posted for trading on the Exchange and on no other stock exchange;
(t)	each of LPT and LPT Sub is not, and will not be at the time of the Arrangement, a "non- resident " as that term is used for the purposes of the Income Tax Act (Canada) ("Tax Act");
(u)	LPT is a reporting issuer in British Columbia, has not been, to the best of its knowledge, the subject of a cease trade order or investigation under the securities legislation in British Columbia, has not been, as far as it is aware, the subject of any investigation by the Exchange (or its predecessors) or any other regulatory or administrative authority or body, is current with all filings required to be made under the securities legislation in British Columbia and is not aware of any deficiencies in the filing of any documents or reports with the Exchange or with the securities commissions in British Columbia that would cause it to be placed on the defaulting reporting issuers list; and
(v)	the only material assets of LPT consist of one common share of LPT Sub and cash and cash equivalents, all of which are owned by LPT directly or indirectly, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances or demands whatsoever except as disclosed in the Information Circular;
(w)	neither LPT nor LPT Sub has, since September 30, 2008, sold or otherwise disposed of or entered into any agreement to sell or otherwise dispose of any of its assets;

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(x)

except as disclosed in the Information Circular, there has been no material adverse change in the business or condition, financial or otherwise of LPT from that shown in the financial statements referred to in Section 3.01(e); and

(y)

the information in the Information Circular relating to LPT and LPT Sub is true, correct and complete in all material respects. The information in the Information Circular relating to LPT and LPT Sub does not contain any untrue statement of any material fact, nor does it omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the context in which they were made.

3.02 Representations and Warranties of Lincoln

Lincoln represents and warrants as follows and acknowledges that LPT and LPT Sub are relying upon such representations and warranties in connection with the transactions contemplated herein:

(a)	Lincoln is a corporation duly organized, validly existing and in good standing under the CBCA with respect to the filing of annual returns, and has the corporate power to own or lease its property and assets and to carry on its business as now conducted by it, is duly licensed or qualified as a foreign corporation in each jurisdiction in which the character of the property and assets now owned by it or the nature of its business as now conducted by it requires it to be so licensed or qualified (save where failure to have such license or qualification is not in the aggregate material) and has the corporate power to enter into this Agreement and perform its obligations hereunder;
(b)	the authorized capital of Lincoln consists of an unlimited number of common shares of which as at January 15, 2009 55,392,000 Lincoln Shares were issued and outstanding as fully paid and non-assessable, and 12,421,000 Lincoln Shares were issuable on exercise of all outstanding Lincoln Options and Lincoln Warrants and 1,200,000 Lincoln Shares were issuable in connection with Lincoln Property Assets;
(c)	except as described in paragraph 3.02(b) above and as contemplated by this Agreement, no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature) for the purchase or issue of or conversion into any of the unissued shares of Lincoln or any of its subsidiaries or any unissued securities of Lincoln or any of its subsidiaries;
(d)	the financial statements of Lincoln appearing on the SEDAR website and to be contained in the Information Circular present fairly the financial position of Lincoln at the relevant dates and the results of its operations and the changes in its financial position for the periods indicated in the said statements and have been prepared in accordance with accounting principles generally accepted in Canada consistently applied (except as to changes in accounting principles publicly disclosed by Lincoln);
(e)	there are reasonable grounds for believing that no creditor of Lincoln will be prejudiced by the Arrangement;
(f)	the execution and delivery of this Agreement and the consummation of the Arrangement do not and will not:
	(i)	result in the breach or violate any term or provision of the constating documents of Lincoln; or

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	(ii)	conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, instrument, licence, permit or authority to which Lincoln is a party or by which it is bound or to which any property of Lincoln is subject or result in the creation of any lien, charge or encumbrance upon any of the assets of Lincoln under any such agreement or instrument, or give to others any material interest or rights, including rights of purchase, termination, cancellation or acceleration, under any such agreement, instrument, licence, permit or authority; or
	(iii)	violate any provision of law or administrative regulation or any judicial or administrative order, award, judgment or decree applicable to Lincoln of which it is aware;
(g)	the execution and delivery of this Agreement has been duly approved by the board of directors of Lincoln;
(h)	there are no agreements, covenants, undertakings or other commitments of Lincoln or any partnership or joint venture in which it is a partner or participant or any instruments binding on any of them or any of their respective properties:
	(i)	under which the consummation of the Arrangement would have the effect of imposing restrictions or obligations on Lincoln materially greater than those imposed upon Lincoln or any such partnership or joint venture at the date hereof; or
	(ii)	which would give a third party, as a result of the Arrangement, a right to terminate any material agreement, or a right to acquire Lincoln's interest in any material agreement, to which Lincoln or any such partnership or joint venture is a party or to purchase any of their respective assets; or
	(iii)	under which the consummation of the Arrangement would impose material restrictions on the ability of Lincoln to carry on any business which it might choose to carry on within any geographical area, to acquire property or dispose of its property and assets in their entirety or to change its corporate status; or
	(iv)	under which the consummation of the Arrangement would impose material restrictions on the ability of Lincoln to borrow money and to mortgage and pledge its property as security therefor;
(i)	Lincoln has not incurred any liability for brokerage fees, finder's fees, agent's commissions or other similar forms of compensation in connection with this Agreement or the Arrangement, except a fixed fee to be paid to Steven Semeniuk for a fairness opinion regarding the transactions contemplated herein;
(j)	there are no actions, suits, proceedings or investigations commenced, or, as far as it is aware, contemplated or threatened, against or affecting Lincoln or its subsidiaries or before or by any person or before any arbitrator of any kind which would prevent or hinder the Arrangement or which involve the possibility of any judgment or liability which can reasonably be expected to have a material adverse effect on the business operations, properties, assets or condition, financial or otherwise, of Lincoln and its subsidiaries;
(k)	there are no known or anticipated material liabilities of Lincoln of any kind whatsoever (including absolute, accrued or contingent liabilities) nor any commitments whether or not determined or determinable, in respect of which Lincoln is or may become liable other than the liabilities disclosed on, reflected in or provided for in the financial statements referred to in

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	Paragraph (d) of Section 3.02 hereof, a loan of $50,000 from Baron Global Financial Canada Ltd. and liabilities incurred in the ordinary course of business;
(l)	Lincoln has no subsidiaries other than Minera Lincoln de Mexico, S.A. de C.V. and is not a party to any agreement to acquire or lease any other businesses or business operations;
(m)	the corporate records and minute books of Lincoln and its subsidiaries as required to be maintained by it under the laws of its jurisdiction of incorporation are up to date and contain complete and accurate minutes of all meetings of its directors and shareholders and all resolutions consented to in writing;
(n)	to the best of its knowledge, Lincoln and its subsidiaries owns good and marketable title to their respective property interests and assets free and clear of any and all mortgages, liens, pledges, charges, security interests, encumbrances, actions, claims or demands of any nature whatsoever or howsoever arising (excluding any royalty interests, rights of first refusal or rights of first offer with respect to its properties that have been publicly disclosed or is disclosed in the Information Circular or exist under legislation of general application) which would have a materially adverse effect on the property or assets of Lincoln or its subsidiaries;
(o)	Lincoln and its subsidiaries have duly filed on a timely basis all tax returns required to be filed by them and have paid all taxes which are due and payable, and has paid all assessments and reassessments, and all other taxes, governmental charges, penalties, interest and fines due and payable on or before the date hereof; adequate provision has been made for taxes payable for the current period for which tax returns are not yet required to be filed; there are no agreements, waivers or other arrangements providing for an extension of time with respect to the filing of any tax return by, or payment of any tax, governmental charge or deficiency against Lincoln or any of its subsidiaries; as far as it is aware, there are no actions, suits, proceedings, investigations or claims now threatened or pending against Lincoln or any of its subsidiaries in respect of taxes, governmental charges or assessments, or any matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;
(p)	as far as it is aware, Lincoln has withheld from each payment made to any of its officers, directors, former directors and employees the amount of all taxes including, but not limited to, income tax and other deductions required to be withheld therefrom and has paid the same to the proper tax and other receiving officers within the time required under any applicable tax legislation;
(q)	the common shares of Lincoln are at present quoted on the OTC Bulletin Board and not listed or quoted on any other stock exchange;
(r)	Lincoln is not, and will not be at the time of the Arrangement, a "non-resident " as that term is used for the purposes of the Tax Act;
(s)	Lincoln is a reporting issuer in British Columbia, has not been, to the best of its knowledge, the subject of a cease trade order or investigation under the securities legislation in British Columbia or the United States, as far as it is aware, has not been the subject of any investigation by any other regulatory or administrative authority or body, is current with all filings required to be made under the securities legislation in British Columbia, and is not aware of any deficiencies in the filing of any documents or reports with the securities commissions in British Columbia that would cause it to be placed on the defaulting reporting issuers list;

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(t)	Lincoln is a "registrant" in the United States of America within the meaning of securities laws therein, is not in default of any requirement of such securities laws;
(u)	the only material assets of Lincoln consist of Lincoln's Property Assets, including Minera Lincoln de Mexico, S.A. de C.V., all of which are owned by Lincoln directly or indirectly, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances or demands whatsoever except as disclosed in the Information Circular;
(v)	Lincoln has not, since September 30, 2008, sold or otherwise disposed of or entered into any agreement to sell or otherwise dispose of any of Lincoln's Property Assets;
(w)	except for Lincoln's deteriorating financial condition or as disclosed in the Information Circular, there has been no material adverse change in the business or condition, financial or otherwise of Lincoln from that shown in the financial statements referred to in Section 3.02(d);
(x)	the information in the Information Circular relating to Lincoln is true, correct and complete in all material respects. The information in the Information Circular relating to Lincoln does not contain any untrue statement of any material fact, nor does it omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the context in which they were made. The description of the business of Lincoln, its financial condition, assets and properties in the Information Circular contains sufficient detail to permit holders of Lincoln Shares to, in respect of the business and affairs of Lincoln, form a reasoned judgment in respect of the Lincoln Shares to be exchanged for Post Consolidation LPT Shares in connection with the Arrangement and to permit the holders of Lincoln Shares generally to form a reasoned judgment in respect of the Arrangement and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such description not misleading; and
(y)	there are reasonable grounds for believing that no creditor of Lincoln will be materially prejudiced by the Arrangement.

ARTICLE 4 - COVENANTS

4.01 Covenants of LPT

Each of LPT and LPT Sub hereby covenant and agree as follows:

(a)	until the Effective Date, it will carry on its business in the ordinary course, except as otherwise contemplated in this Agreement or as agreed to between the parties;
(b)	until the Effective Date, it will not merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than as contemplated in this Agreement and the Private Placement and, without limiting the generality of the foregoing, it will not, and will not permit any of its subsidiaries to:
	(i)	make any distribution by way of dividend, return of capital or otherwise to or for the benefit of LPT's Shareholders;
	(ii)	issue any of its shares (other than on exercise of presently outstanding convertible securities) or other securities convertible into shares or enter into any commitment or agreement therefor, other than as described in the Information Circular; or

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	(iii)	make any payment to any director, officer or employee except pursuant to existing employment arrangements or pursuant to new employment agreements in the ordinary course of business;
(c)	in a timely and expeditious manner, to file the Information Circular in all jurisdictions where the same is required to be filed by LPT or LPT Sub in accordance with applicable law and the rules and policies of the Exchange;
(d)	until the Effective Date, to not alter or amend its constating documents as the same exist at the date of this Agreement, except in connection with the Consolidation, the Name Change and the Plan of Arrangement;
(e)	until the Effective Date, to not engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement or enter into any transaction or incur (except in respect of obligations or liabilities to which it is already legally subject) any obligation, expenditure or liability in excess of $25,000 other than in the ordinary course of its business, as presently conducted, in connection with the transactions under this Agreement or with the consent of Lincoln;
(f)	to furnish to Lincoln such information, in addition to the information contained in this Agreement, relating to the financial condition, business, properties and affairs of LPT and LPT Sub as may reasonably be requested by Lincoln, which information shall be true and complete in all material respects and shall not contain an untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and will notify Lincoln of any significant development or material change relating to LPT or LPT Sub promptly after becoming aware of any such development or change;
(g)	to ensure that the information and financial statements relating to LPT and LPT Sub and provided by LPT and contained in the Information Circular and any related documentation to be distributed in connection with the solicitation of proxies by the management of LPT for the LPT Meeting shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made;
(h)	to use reasonable commercial efforts to do all such other acts and things as may be necessary or desirable in order to give effect to the Arrangement and, without limiting the generality of the foregoing:
	(i)	to seek shareholder approval by Ordinary Resolution at the LPT Meeting of the Consolidation;
	(ii)	to use reasonable commercial efforts to satisfy the conditions set out in Section 5.01 hereof as soon as possible; and
	(iii)	to use reasonable commercial efforts to apply for and obtain such other consents, orders, acceptances or approvals as counsel for LPT and LPT Sub may advise are necessary or desirable for the implementation of the Arrangement, including those referred to in Section 5.01 hereof;
(i)	to cause LPT as the sole shareholder of LPT Sub to approve by Special Resolution, the Arrangement, together with such matters as are required to effect the Arrangement;

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(j)	to use reasonable commercial efforts to cause, as of the Effective Date, the board of directors of LPT to consist of Philip J. Walsh, Paul Saxton, Andrew F.B. Milligan and Marc S. Le Blanc and the officers of LPT to consist of Paul Saxton – President and Chief Executive Officer, Herrick Lau – Chief Financial Officer and Jeffrey L. Wilson – Vice President, Exploration;
(k)	to cause LPT to issue, as of the Effective Date, warrants to purchase Post Consolidation LPT Shares to the holders of Lincoln Warrants, which warrants shall be on substantially the same terms as the Lincoln Warrants except that the exercise price and number of Shares that may be purchased shall be adjusted in accordance with the terms of the Lincoln Warrants to reflect the Exchange Ratio and the Arrangement; and
(l)	to use reasonable commercial efforts to cause all LPT Options to be cancelled as of the Effective Date.

4.02 Covenants of Lincoln

Lincoln hereby covenants and agrees as follows:

(a)	until the Effective Date, each of Lincoln and its subsidiaries will carry on its business in the ordinary course, except as otherwise contemplated in this Agreement or as agreed to between the parties;
(b)	until the Effective Date, Lincoln will not, and will not permit any of its subsidiaries to, merge into or with, or amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than as contemplated in this Agreement and, without limiting the generality of the foregoing, Lincoln will not, and will not permit any of its subsidiaries to:
	(i)	make any distribution by way of dividend, return of capital or otherwise to or for the benefit of Lincoln's Shareholders;
	(ii)	issue any of its shares (other than on exercise of presently outstanding convertible securities) or other securities convertible into shares or enter into any commitment or agreement therefor, other than shares issued pursuant to the Debt Settlement or as otherwise described in the Information Circular; or
	(iii)	make any payment to any director, officer or employee except pursuant to existing employment arrangements or pursuant to new employment agreements in the ordinary course of business;
(c)	Lincoln shall, in a timely and expeditious manner, file the Information Circular in all jurisdictions where the same is required in accordance with applicable law;
(d)	until the Effective Date, Lincoln shall not alter or amend its constating documents as the same exist at the date of this Agreement, except in connection with the Continuance;
(e)	until the Effective Date, Lincoln shall not engage in any business, enterprise or other activity different from that carried on by it at the date of this Agreement or enter into any transaction or incur (except in respect of obligations or liabilities to which it is already legally subject) any obligation, expenditure or liability in excess of $25,000 other than in the ordinary course of its business, as presently conducted, except that LPT acknowledges that Lincoln may enter into

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	agreements to issue Shares in accordance with the Debt Settlement or otherwise with the consent of LPT;
(f)	Lincoln shall furnish to LPT such information, in addition to the information contained in this Agreement, relating to the financial condition, business, properties and affairs of Lincoln as may reasonably be requested by LPT, which information shall be true and complete in all material respects and shall not contain an untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and will notify LPT of any significant development or material change relating to Lincoln promptly after becoming aware of any such development or change;
(g)	Lincoln shall ensure that the information and consolidated financial statements related to Lincoln and provided by Lincoln and contained in the Information Circular and any related documentation to be distributed in connection with the solicitation of proxies by the management of Lincoln for the Lincoln Meeting shall be true, correct and complete in all material respects and shall not contain any untrue statement of any material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the circumstances in which they are made;
(h)	Lincoln shall use reasonable commercial efforts to do all such other acts and things as may be necessary or desirable in order to give effect to the Arrangement and, without limiting the generality of the foregoing, Lincoln shall:
	(i)	seek approval of its Shareholders by Special Resolution at the Lincoln Meeting of the Continuance;
	(ii)	subject to satisfaction of the conditions to the Arrangement specified under Subsections 5.01(a), (b) with respect to the Interim Order only, (c), (d), (e), (f), (h), (k), (l) and (t) and Section 5.02, if the Continuance is approved by Special Resolution Lincoln shall immediately file a continuation application and apply to the Registrar to have Lincoln continued under BCBCA so that it can hold votes on the other items of business for the Lincoln Meeting as a corporation incorporated under the BCBCA;
	(iii)	seek approval of its Shareholders by Special Resolution at the Lincoln Meeting of the Arrangement, together with such matters as are required to effect the Arrangement;
	(iv)	use reasonable commercial efforts to apply for and obtain the Interim and the Final Order as provided in Section 2.02 hereof; and
	(v)	use reasonable commercial efforts to satisfy the conditions set out in Section 5.01 hereof as soon as possible;
	(vi)	use reasonable commercial efforts to apply for and obtain such other consents, orders, acceptances, or approvals as counsel for Lincoln may advise are necessary or desirable for the implementation of the Arrangement, including those referred to in Section 5.01 hereof; and
	(vii)	use reasonable commercial efforts to cause all Lincoln Options to be cancelled as of the Effective Date.

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ARTICLE 5 - CONDITIONS

5.01 Mutual Conditions Precedent

The respective obligations of the parties hereto to complete the transactions contemplated by this Agreement and to file the documents required to give effect to the Arrangement shall be subject to satisfaction of the following conditions on or before the Effective Date, any of which (except for those provided for in Sections (a), (b), (c), (d), (e), (f), (i), (j), (k) (l) and (t)) may be waived by any party hereto in whole or in part without prejudice to such party's right to rely on any other of them:

(a)	the Arrangement shall have been approved and adopted by Lincoln Shareholders at the Lincoln Meeting by Special Resolution in accordance with the Interim Order and the Arrangement shall have otherwise been approved and adopted by the requisite majorities of persons entitled or required to vote thereon as determined by the Court;
(b)	LPT, as the sole shareholder of LPT Sub, shall have approved the Arrangement;
(c)	the Interim Order and Final Order shall have been obtained from the Court in the manner contemplated by Section 2.02 of this Agreement;
(d)	the Exchange shall have accepted the Arrangement, the Consolidation, the Private Placement and the other transactions contemplated by this Agreement as part of LPT's "Qualifying Transaction" under the rules and policies of the Exchange, subject to compliance with the usual requirements of such Exchange;
(e)	all other consents, orders, regulations and approvals, including regulatory and judicial approvals and orders, necessary or desirable for the completion of the transactions provided for in this Agreement and the Plan of Arrangement shall have been obtained or received from the persons, authorities or bodies having jurisdiction in the circumstances;
(f)	there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Arrangement;
(g)	Lincoln and LPT shall have received advice of tax counsel confirming the Canadian and United States tax consequences of the Arrangement as described in the Information Circular;
(h)	none of the consents, orders, regulations or approvals contemplated herein shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by any of the parties hereto, acting reasonably;
(i)	the various issuances and exchanges of Lincoln Shares, Post Consolidation LPT Shares, warrants or other securities convertible or exercisable to acquire Post Consolidation LPT Shares and the certificates representing such securities as contemplated by the Arrangement will have been approved by all necessary corporate action to permit such securities to be issued, if applicable, as fully paid and non-assessable and will be exempt from the registration requirements of the 1933 Act and the registration and prospectus requirements of applicable securities laws in each of the Provinces of Canada in which holders of Lincoln Shares are resident; and such LPT securities will not be subject to hold periods under the securities laws of Canada or the United States except as may be imposed by Rules 144 and 145 under the 1933 Act with respect to affiliates or except as disclosed in the Information Circular or except by reason of the existence of any controlling interest in LPT pursuant to the securities laws of any applicable jurisdiction;

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(j)	this Agreement shall not have been terminated under Article Six;
(k)	the Continuance shall have been approved by Special Resolution at the Lincoln Meeting and the Continuance shall have been completed;
(l)	the Consolidation shall have been approved by Ordinary Resolution at the LPT Meeting and the Consolidation shall have been made effective under the BCBCA;
(m)	the Name Change shall have been made effective under the BCBCA;
(n)	the Debt Settlement shall have been completed, subject to completion of the Arrangement;
(o)	the Escrowed Shares shall have been transferred to persons designated by Lincoln;
(p)	all of the outstanding Lincoln Options shall have been cancelled;
(q)	all of the outstanding LPT Options shall have been cancelled;
(r)	the Advance shall have been paid to Lincoln;
(s)	the Private Placement shall have been completed;
(t)	the Arrangement Filings shall have been accepted for filing by the Registrar; and
(u)	dissent rights shall not have been exercised with respect to either the Continuance or the Arrangement by holders of Lincoln Shares which will in the aggregate represent 5% or more of the Lincoln Shares outstanding on the Lincoln Record Date.

5.02 Conditions to Obligations of Lincoln

The obligation of Lincoln to complete the transactions contemplated by this Agreement is further subject to the following conditions, which may be waived by Lincoln in whole or in part without prejudice to its right to rely on any other condition in favour of Lincoln:

(a)	the Board of Directors of Lincoln shall have received a fairness opinion, which is not subsequently withdrawn, which concludes that issuance of Post Consolidation LPT Shares to the Lincoln Shareholders under the Arrangement is fair and reasonable to the holders of Lincoln Shares from a financial point of view;
(b)	the number of Post Consolidation LPT Shares held by Lincoln Shareholders following completion of the Consolidation, the Private Placement, the Arrangement and the other share issuances contemplated hereby will represent in aggregate at least 43% of all of the outstanding Post Consolidation LPT Shares immediately following the Effective Date;
(c)	LPT shall not have disposed of a material interest in any of its assets or otherwise enter into any material transaction with, or incur any material liability to, any other corporation or other person or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than as contemplated in this Agreement, without the consent of Lincoln thereto, such consent not to be unreasonably withheld; and
(d)	no adverse material change shall have occurred in the affairs of LPT.

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5.03 Conditions to Obligations of LPT

The obligation of LPT to complete the transactions contemplated by this Agreement is further subject to the conditions, which may be waived by LPT in whole or in part without prejudice to its right to rely on any other condition in favour of LPT, that:

(a)

Lincoln shall not have disposed, and will not have permitted any of its subsidiaries to dispose, of a material interest in any of its properties or assets or otherwise enter into any material transaction with, or incur any material liability to, any other corporation or other person or perform any act or enter into any transaction or negotiation which interferes or is inconsistent with the completion of the transactions contemplated hereby, other than as contemplated in this Agreement, without the consent of LPT thereto, such consent not to be unreasonably withheld; and

(b)

no adverse material change shall have occurred in the affairs of Lincoln, excluding the continued deterioration of Lincoln's financial condition.

5.04 Conditions to Obligations of Each Party

The obligation of each party to complete the transactions contemplated by this Agreement is further subject to the condition, which may be waived by such party without prejudice to its right to rely on any other condition in favour of such party, that the covenants of the other parties hereto to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by each of them and that, except as affected by the transactions contemplated by this Agreement or otherwise agreed by the parties, the representations and warranties of the other parties hereto shall be true and correct in all material respects as at the Effective Date, with the same effect as if such representations and warranties had been made at, and as of such time and each such party shall have received a certificate, dated the Effective Date, of a senior officer of each other party confirming the same.

ARTICLE 6 - AMENDMENT AND TERMINATION

6.01 Amendment

This Agreement and the Plan of Arrangement may, at any time and from time to time before the Effective Date, be amended by written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective shareholders. Without limiting the generality of the foregoing, any such amendment may:

(a)	change the time for performance of any of the obligations or acts of the parties hereto;
(b)	waive any inaccuracies or modify any representation contained herein or any document to be delivered pursuant hereto; or
(c)	waive compliance with or modify any of the covenants herein contained or waive or modify performance of any of the obligations of the parties hereto;

provided that, notwithstanding the foregoing, the terms of Section 3.01 of the Plan of Arrangement and Sections 5.01(a), (k) and (l) of this Agreement shall not be amended in any material respect without the approval of the Shareholders of Lincoln, LPT Sub or LPT, as the case may be, given in the same manner as required for such approvals pursuant to Sections 5.01(a), (k) and (l), as the case may be, or as may be ordered by the Court. This Agreement and the Exhibits hereto may be amended in accordance with the

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Final Order, but in the event that the terms of the Final Order require any such amendment, the rights of the parties hereto under Sections 5.01, 5.02, 5.03 and 6.02 shall remain unaffected.

6.02 Termination

(a)	This Agreement may, at any time before the Effective Date, be terminated by unanimous agreement of the parties hereto without further action on the part of the Shareholders of Lincoln or LPT.
(b)	If the Final Order, in form and substance satisfactory to the parties, has not been obtained by the parties hereto at or before 4:00 p.m. (Vancouver time) on February 15, 2009, this Agreement shall terminate.
(c)	Either Lincoln or LPT may, at the discretion of their respective boards of directors, terminate their respective obligations hereunder if prior to the Effective Date there shall occur any adverse material change, as determined by the respective boards of directors, in or with respect to the assets, liabilities (actual or contingent), capital, operations, business or undertaking of the other company including the receipt by Lincoln of notices of dissent in respect of that percentage or more of the total number of Lincoln Shares specified in Subsection 5.01(t) hereof pursuant to Section 4.01 of the Plan of Arrangement.
(d)	This Agreement shall terminate if the conditions precedent set forth in Sections 5.01, 5.02, 5.03 and 5.04 are not satisfied or waived, as contemplated by those Sections on or before February 15, 2009 and shall also terminate upon the earliest of the Shareholders of LPT failing to approve the Consolidation at the LPT Meeting, the Shareholders of Lincoln failing to approve the Continuance or the Arrangement at the Lincoln Meeting and a final determination from the Court or an appeal court which denies the granting of the Final Order.
(e)	Sections 7.01, 7.02, 7.03, 8.01 and 9.02 shall survive any termination of this Agreement.

ARTICLE 7 - INDEMNITY

7.01 Indemnification

Each party (the "Indemnifying Party") hereto undertakes with the other party hereto (the "Indemnified Party") to hold the Indemnified Party fully and effectually indemnified from and against all losses, claims, damages, liabilities, actions or demands (including amounts paid in any settlement approved by the Indemnifying Party of any action, suit, proceeding or claim but excluding lost profits and consequential damages), to which such Indemnified Party may become subject insofar as such losses, claims, damages, liabilities, actions or demands arise out of or are based upon any breach of a representation, warranty, covenant or obligation of the Indemnifying Party contained in this Agreement or any certificate or notice delivered by it in connection herewith, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action or demand.

7.02 Defense

Promptly after receipt by an Indemnified Party of notice of a possible action, suit, proceeding or claim referred to in Section 7.01 hereof, such Indemnified Party, if a claim in respect thereof is to be made against the Indemnifying Party under such Section, shall provide the Indemnifying Party with written particulars thereof; provided that failure to provide the Indemnifying Party with such particulars shall not relieve such Indemnifying Party from any liability which it might have on account of the indemnity provided for in this Article Seven except insofar as such failure shall prejudice such Indemnifying Party.

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The Indemnified Party shall also provide to the Indemnifying Party copies of all relevant documentation and, unless the Indemnifying Party assumes the defence thereof, shall keep such Indemnifying Party advised of the progress thereof and will discuss with the Indemnifying Party all significant actions proposed. An Indemnifying Party shall be entitled, at its own expense, to participate in (and, to the extent that it may wish, to assume) the defence of any such action, suit, proceeding or claim but such defence shall be conducted by counsel of good standing approved by the Indemnified Party, such approval not to be unreasonably withheld. Upon the Indemnifying Party notifying the Indemnified Party of its election so to assume the defence and retaining such counsel, the Indemnifying Party shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by it in connection with such defence other than for reasonable costs of investigation. If such defence is assumed by the Indemnifying Party, it shall, through the course thereof, provide copies of all relevant documentation to the Indemnified Party, keep such Indemnified Party advised of the progress thereof and shall discuss with the Indemnified Party all significant actions proposed. No Indemnifying Party shall enter into any settlement without the consent of the Indemnified Party, but such consent shall not be unreasonably withheld. If such defence is not assumed by the Indemnifying Party, the Indemnifying Party shall not be liable for any settlement made without its consent, but such consent shall not be unreasonably withheld. Notwithstanding the foregoing, an Indemnified Party shall have the right, at the Indemnifying Party's expense, to employ counsel of its own choice in respect of the defence of any such action, suit, proceeding or claim if (a) the employment of such counsel has been authorized by the Indemnifying Party in connection with such defence; or (b) counsel retained by the Indemnifying Party or the Indemnified Party shall have advised the Indemnified Party that there may be legal defences available to it which are different from or in addition to those available to the Indemnifying Party (in which event and to that extent, the Indemnifying Party shall not have the right to assume or direct the defence on behalf of the Indemnified Party) or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party; or (c) the Indemnifying Party shall not have assumed such defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding or claim.

7.03 Term

The obligations of each party hereto under this Article Seven shall terminate one year after the Arrangement is consummated, failing which they shall survive and continue with respect to all losses, claims, damages, liabilities, actions or demands notice of which is given to the Indemnifying Party by the Indemnified Party on or before one year from the date hereof in compliance with Section 7.02.

ARTICLE 8 - STANDSTILL

8.01 Standstill Agreement

From the date of the acceptance of the Letter Agreement until completion of the transactions contemplated herein or the earlier termination hereof, each of the parties will not, directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into discussions or negotiations with any person other than the other party hereto, with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of such party, unless such action, matter or transaction is part of the transactions contemplated in this Agreement or is necessary to carry on the normal course of business or is required as a result of the duties of the directors and officers of the relevant company.

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ARTICLE 9 - GENERAL

9.01 Notices

All notices which may or are required to be given pursuant to any provision of this Agreement shall be given or made in writing and shall be served personally or by fax addressed to the recipient as follows:

To Lincoln:

350 – 885 Dunsmuir Street

Vancouver, BC

V6C 1N5

Telecopier no: (604) 688-7307

To LPT or LPT Sub:

1383 Marinaside Crescent, Suite 805

Vancouver, British Columbia

V6Z 2W9

Telecopier no: (604) 681-3896

or such other addresses of which party may, from time to time, advise the other parties hereto by notice in writing given in accordance with the foregoing. Date of receipt of any such notice shall be deemed to be the date of delivery thereof.

9.02 Expenses

The parties agree and acknowledge that LPT shall contribute up to $100,000 of costs towards implementing the transactions contemplated hereby, inclusive of amounts previously contributed by LPT, after which each of the parties will bear responsibility for their own expenses and costs incurred and to be incurred by both of them in connection with the Arrangement including, without limitation, amounts paid or payable to financial advisors, legal counsel, auditors, printers, transfer agents, authors of technical reports and other arm's length third parties that perform services on their behalf in connection with the Letter Agreement, this Agreement, applications to the Court, applications to stock exchanges and other regulatory authorities, due diligence reviews, preparation of the technical reports and fairness opinions, preparation and distribution of all necessary disclosure and other documents and other steps to implement the Arrangement.

9.03 Assignment

No party may assign its rights or obligations under this Agreement or the Arrangement without the prior written consent of the other parties hereto.

9.04 Binding Effect

This Agreement and the Arrangement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns.

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9.05 Waiver

Any waiver or release of any of the provisions of this Agreement, to be effective, must be in writing executed by the party granting the same. Waivers may only be granted upon compliance with the terms governing amendments set forth in Section 6.01, mutatis mutandis.

9.06 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

9.07 Qualifications

All covenants herein and opinions to be given hereunder as to the enforceability of any covenant, agreement or document shall be qualified to applicable bankruptcy and other laws affecting the enforcement of creditors' rights generally and to the effect that the Court may exercise discretion in granting equitable remedies, including the remedy of specific performance.

9.08 Time of Essence

Time is of the essence of this Agreement and of each of its provisions.

9.09 Public Announcements

Each of the parties hereto shall cooperate with the others in relaying information concerning this Agreement and the transaction contemplated herein, and shall furnish to and discuss with the other parties hereto drafts of all press and other releases prior to publication; provided that nothing contained herein shall prevent any party hereto at any time from furnishing any information to any governmental agency or regulatory authority or to the public if so required by applicable law.

9.10 Counterparts

This Agreement may be executed in one or more counterparts and delivered electronically or by fax, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

LINCOLN GOLD CORPORATION		LPT CAPITAL LTD.
Per:	"Paul Saxton"	Per:	"Philip Walsh"
	Authorized Signatory		Authorized Signatory

0843037 B.C. LTD.

Per:	"Philip Walsh"
	Authorized Signatory

EXHIBIT I

PLAN OF ARRANGEMENT

TO THE ARRANGEMENT AGREEMENT MADE AS OF

JANUARY 15, 2009 BETWEEN LPT CAPITAL LTD., 0843037 B.C. LTD. AND

LINCOLN GOLD CORPORATION

ARTICLE 1- INTERPRETATION

1.01 Definitions

In this Plan of Arrangement, unless something in the subject matter or context is inconsistent therewith:

(a)	"Agreement" means the Arrangement Agreement to which this Exhibit I is attached, including the Exhibits thereto as the same may be supplemented or amended from time to time;
(b)	"BCBCA" means the Business Corporations Act (British Columbia), as now enacted and as amended and the regulations thereto;
(c)	"Arrangement" means the arrangement under Part 9, Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement;
(d)	"Arrangement Filings" means the records and information provided to the Registrar under Section 292(a) of the BCBCA that the Registrar requires, and the records filed under Section 292(a) of the BCBCA that the Registrar requires to give effect to the Arrangement, together with a copy of the Final Order;
(e)	"Business Day" means any day other than a Saturday or Sunday or statutory holiday in the Province of British Columbia, upon which banks generally are open for business in the City of Vancouver, British Columbia;
(f)	"CBCA" means the Canada Business Corporations Act, R.S.C., 1985, c. C-44, as amended;
(g)	"Consolidation" means a consolidation of LPT Shares on the basis of 1.5 LPT Shares being combined into one LPT Share;
(h)	"Court" means the Supreme Court of British Columbia;
(i)	"Dissent Procedures" means the manner in which registered holders of Lincoln Shares may exercise their Dissent Rights in connection with the Arrangement pursuant to and in the manner set forth in Article 4 hereof;
(j)	"Dissent Rights" has the meaning ascribed to it in Section 4.01(a) hereof;
(k)	"Dissenting Shareholder" means a registered holder of Lincoln Shares who has properly exercised its Dissent Rights in strict compliance with the Dissent Procedures and has not withdrawn or been deemed to have withdrawn such Dissent Rights;
(l)	"Effective Date" means the date upon which all conditions to the completion of the Arrangement as set out in Article 5 of the Agreement have been satisfied or waived in accordance with the Agreement and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, action reasonably, and on which the Arrangement Filings are filed with the Registrar;

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(m)	"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date;
(n)	"Exchange Ratio" means the number, rounded to two decimal places, calculated by dividing 23,000,000 by the number of Lincoln Shares outstanding immediately prior to the Effective Time (including any Lincoln Shares issued pursuant to the Debt Settlement (as defined in the Arrangement Agreement));
(o)	"Final Order" means the order of the Court approving the Arrangement, as such order may be amended at any time before the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;
(p)	"Information Circular" means the information circular to be sent to Shareholders of Lincoln in connection with the Lincoln Meeting;
(q)	"Interim Order" means the interim order of the Court providing for, among other things, the calling and holding of the Lincoln Meeting, as the same may be amended;
(r)	"Lincoln" means Lincoln Gold Corporation, a corporation continued under the BCBCA;
(s)	"Lincoln Meeting" means the special meeting of Lincoln Shareholders to be held for the purpose of, among other things, approving the Plan of Arrangement;
(t)	"Lincoln Options" means all incentive stock options exercisable to acquire Lincoln Shares outstanding immediately prior to the Effective Date;
(u)	"Lincoln Shares" means the common shares in the capital of Lincoln;
(v)	"Lincoln Warrants" means all options. warrants or other securities convertible or exercisable to acquire Lincoln Shares outstanding immediately prior to the Effective Date, but excluding Lincoln Options;
(w)	"LPT" means LPT Capital Ltd., a corporation incorporated under the BCBCA;
(x)	"LPT Options" means all incentive stock options exercisable to acquire LPT Shares outstanding immediately prior to the Effective Date;
(y)	"LPT Shares" means the common shares in the capital of LPT;
(z)	"LPT Sub" means 0843037 B.C. Ltd., a company incorporated under the BCBCA;
(aa)	"LPT Sub Shares" means the common shares without par value of LPT Sub;
(bb)	"LPT Warrants" means all options. warrants or other securities convertible or exercisable to acquire LPT Shares outstanding immediately prior to the Effective Date, but excluding LPT Options;
(cc)	"Person" shall be broadly interpreted and includes any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative;
(dd)	"Plan of Arrangement" means this plan of arrangement and any amendment or variation hereto made in accordance with Section 6.01 of the Agreement;
(ee)	"Post Consolidation LPT Shares" means a common share of LPT after giving effect to the Consolidation;

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(ff)	"Registrar" means the "registrar" as defined under the BCBCA;
(gg)	"Shareholder" or "holder of shares" means a holder of shares of the relevant corporation; and
(hh)	"Tax Act" means the Income Tax Act (Canada) including the regulations thereto, as amended.

1.02 Headings

The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Plan of Arrangement. The terms "this Plan of Arrangement", "hereof" and "hereunder" and similar expressions refer to this Plan of Arrangement and not to any particular Article or Section hereof and include any agreement or instrument supplemental therewith, references herein to Articles and Sections are to Articles and Sections of this Plan of Arrangement.

1.03 Number

In this Plan of Arrangement, unless something in the context is inconsistent therewith, words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa, words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa and words importing shareholders shall include members.

ARTICLE 2 - GOVERNING AGREEMENT

2.01 Arrangement Agreement

This Plan of Arrangement is made pursuant and subject to the provisions of the Agreement.

ARTICLE 3 - ARRANGEMENT

3.01 Binding Effect

This Plan of Arrangement will become effective at, and be binding at and after, the Effective Time on (i) Lincoln, (ii) LPT, (iii) LPT Sub, and (iv) all registered and beneficial Shareholders of Lincoln:

3.02 Arrangement

Commencing at the Effective Time, the following events or transactions shall occur sequentially in the order set out below unless otherwise noted and shall be deemed to occur without any further act or formality required on the part of any Person, except as expressly provided herein:

(a)	the Lincoln Shares in respect of which Lincoln Shareholders who have exercised Dissent Rights in accordance with Article 4 (and the right of such Shareholder to dissent with respect to such Lincoln Shares has not been terminated or ceased to apply to the Shareholder) will be deemed to have been transferred to Lincoln and such holders will cease to have any rights as Lincoln Shareholders other than the right to be paid the fair value of their Lincoln Shares in accordance with Article 4;
(b)	at the time of the step contemplated in Section 3.02(a), with respect to each Lincoln Share transferred pursuant to Section 3.02(a):
	(i) the holder of such Lincoln Share will cease to be the holder of such Share;

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	(ii)	the holder's name will be removed from the central securities register of Lincoln with respect to such Lincoln Share;
	(iii)	legal and beneficial title to such Lincoln Share will rest in Lincoln and Lincoln will be and be deemed to be the transferee of such Lincoln Share and such Lincoln Share shall be cancelled;
	(iv)	the certificate representing such Lincoln Share shall be deemed to have been cancelled; and
	(v)	the holder of such Lincoln Share shall be deemed to have executed and delivered all consents, assignments and waivers, statutory or otherwise, required to effect such transfer;
(c)	after the step described in Section 3.02(a), Lincoln and LPT Sub will merge with the same effect as if they were amalgamated under Section 269 of the BCBCA, and the separate legal existence of Lincoln will not cease and Lincoln will survive the merger ("Lincoln" may be referred to hereinafter as the "merged company");
(d)	without limiting the foregoing, at the time of the step described in Section 3.02(c), the separate legal existence of LPT Sub will cease without LPT Sub being liquidated or wound-up, Lincoln and LPT Sub will continue as one company; and, as a result, the property and liabilities of LPT Sub will become the property and liabilities of Lincoln;
(e)	at the time of the step described in Section 3.02(c) and from and after this time:
	(i)	Lincoln will own and hold all property of Lincoln and LPT Sub, and, without limiting the provisions hereof, all rights of creditors or others will be unimpaired by such merger, and all obligations of Lincoln and LPT Sub, whether arising by contract or otherwise, may be enforced against Lincoln to the same extent as if such obligations had been incurred or contracted by it;
	(ii)	Lincoln will continue to be liable for the obligations of Lincoln and LPT Sub;
	(iii)	all rights, contracts, permits and interests of Lincoln and LPT Sub will continue as rights, contracts, permits and interests of Lincoln as if Lincoln and LPT Sub continued and, for greater certainty, the merger will not constitute a transfer or assignment of the rights or obligations of either of Lincoln or LPT Sub under any such rights, contracts, permits and interests;
	(iv)	any existing cause of action, claim or liability to prosecution will be unaffected;
	(v)	a legal proceeding being prosecuted or pending by or against either Lincoln or LPT Sub may be continued by or against Lincoln;
	(vi)	a conviction against, or ruling, order or judgment in favour of or against either LPT Sub or Lincoln may be enforced by or against Lincoln;
	(vii)	each Lincoln Share shall be cancelled and the holder thereof shall receive, subject to Section 5.03, that number of Post Consolidation LPT Shares as is equal to the number of Lincoln Shares held by such Shareholder immediately prior to the Effective Time multiplied by the Exchange Ratio;

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(viii)	each common share in the capital of LPT Sub shall be cancelled and the holder thereof shall receive, for each such share, one common share in the capital of the merged company;
(ix)	in consideration of the issuance of Post Consolidation LPT Shares, the merged company shall issue to LPT one common share in the capital of the merged company for each Post Consolidation LPT Share issued;
(x)	the capital of the common shares of the merged company and the capital of the shares of LPT issued by LPT pursuant to Section 3.02(e)(vii) will be as follows:
	(A)	the capital of the Post Consolidation LPT Shares issued by LPT pursuant to Section 3.02(e)(vii) shall be an amount equal to the lesser of the fair market value of the Lincoln Shares immediately prior to the merger and the paid up capital, as that term is defined in the Tax Act, attributable to Lincoln Shares immediately prior to the merger; and
	(B)	the capital of the common shares in the merged company issued to LPT pursuant to Section 3.02(e)(ix) will be an amount equal to the aggregate of the paid up capital, as that term is defined in the Tax Act, attributable to the shares of LPT Sub and the Lincoln Shares immediately prior to the merger;
(xi)	the name of the merged company shall be "Lincoln Gold Corporation";
(xii)	the address of the registered and records office shall be 10th Floor, 595 Howe Street, Vancouver, British Columbia, V6C 2T5;
(xiii)	the merged company shall be authorized to issue an unlimited number of common shares;
(xiv)	the notice of amalgamation of the merged company shall be substantially in the form attached as Appendix I to this Plan of Arrangement;
(xv)	the notice of articles of the merged company shall be substantially in the form attached as Appendix II to this Plan of Arrangement;
(xvi)	the articles of the merged company shall be substantially in the form attached as Appendix III to this Plan of Arrangement;
(xvii)	the first annual meeting of the merged company will be held within 18 months from the Effective Date; and
(xviii)	the first directors of the merged company following the merger shall be the persons set out in the notice of articles referred to in Section 3.02(e)(xv),
provided that none of the foregoing will occur or be deemed to occur unless all of the foregoing occurs.

3.03 Adjustments to Exchange Ratio

The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, share consolidation, stock dividend (including any dividend or distribution of securities convertible into Lincoln Shares or LPT Shares), reorganization, recapitalization or other like change with respect to Lincoln Shares or LPT Shares occurring after the date of the Arrangement Agreement and prior to the Effective Time.

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3.04	Transfers Free and Clear
	Any transfer of any securities pursuant to the Arrangement shall be free and clear of any hypothecs, liens, claims, encumbrances, charges, adverse interests or security interests.

ARTICLE 4 - RIGHTS OF DISSENT

4.01 Rights of Dissent

(a)	Holders of Lincoln Shares are entitled to exercise rights of dissent in connection with the Arrangement with respect to their Lincoln Shares pursuant to and in the manner set forth in Part 8, Division 2 of the BCBCA as modified by the Interim Order, the Final Order and this Section 4.01 (the "Dissent Rights"); provided that, notwithstanding subsection 242(2) of the BCBCA, the duly executed notice of dissent to the resolution approving the Arrangement contemplated by subsection 242(2) of the BCBCA must be received by Lincoln not later than 4:30 p.m. (Vancouver time) on the date which is two Business Days immediately preceding the date of the Lincoln Meeting or by 4:30 p.m. (Vancouver time) on the Business Day prior to the date on which any adjournment of the Lincoln Meeting is held;
(b)	Lincoln Shares held by Dissenting Shareholders who are ultimately entitled to be paid fair value for their Lincoln Shares will be and will be deemed to have been sold to Lincoln and such Dissenting Shareholders shall cease to have any rights as former holder of Lincoln Shares other than their right to be paid fair value for their Lincoln Shares;
(c)	Lincoln Shareholders who exercise, or purport to exercise, Dissent Rights, and who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Lincoln Shares shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholders as at and from the Effective Date and shall receive, and be entitled to receive, only the consideration for each Lincoln Share on the basis set forth in Section 3.01 (b).

4.02 Registered Holders

In no circumstances shall Lincoln or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of the Lincoln Shares in respect of which such Dissent Rights are sought to be exercised.

4.03 Recognition of Dissenting Shareholders

Neither Lincoln nor any other Person shall be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Lincoln Shares at or after the Effective Date, and on the Effective Date the names of such Dissenting Shareholders shall be deleted from the register of holders of Lincoln Shares maintained by or on behalf of Lincoln.

4.04 Dissent Right Availability

A registered holder is not entitled to exercise Dissent Rights with respect to Lincoln Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the resolution approving the Arrangement.

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ARTICLE 5 - CERTIFICATES AND DOCUMENTATION

5.01 Letter of Transmittal

As soon as reasonably practicable after the Effective Date, LPT shall forward or cause to have forwarded to each holder of Lincoln Shares just before the Arrangement, at the address of such holder as it appears on the register for such holders, a letter of transmittal and instructions for obtaining the certificate or certificates representing the Post Consolidation LPT Shares to which such Shareholder is entitled pursuant to the Arrangement. LPT shall deliver to holders of Lincoln Shares the certificate or certificates representing the number of Post Consolidation LPT Shares to which such Shareholder is entitled pursuant to the Arrangement upon receipt by LPT of certificates representing the Lincoln Shares at the office of the depositary indicated in the transmittal letter together with a duly completed letter of transmittal and such other documents as the depositary may require. The certificates representing Post Consolidation LPT Shares forwarded to former holders of Lincoln Shares shall be registered in such name or names and delivered to such address or addresses as such holders may direct in such letter of transmittal as soon as reasonably practicable after receipt by the depositary of the required documents.

5.02 Status of LPT and Lincoln Share Certificates

After the Effective Date, certificates formerly representing Lincoln Shares shall represent only the right to receive certificates representing Post Consolidation LPT Shares in accordance with Section 3.01 hereof.

5.03 Fractional Shares

No Lincoln Shareholder shall receive fractional shares of LPT and no cash will be paid in lieu thereof. Any fractions resulting will be rounded to the nearest whole number, with fractions of one-half or greater being rounded to the next higher whole number and fractions of less then one-half being rounded to the next lower whole number.

5.04 Lost Certificates

In the event any certificate, which immediately before the Effective Date represented one or more Lincoln Shares that were exchanged pursuant to Section 3.01, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, LPT will issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing one or more Post Consolidation LPT Shares, deliverable in accordance with such holder's transmittal letter. When authorizing such issuances in exchange for any lost, stolen or destroyed certificate, the Person to whom certificates representing Post Consolidation LPT Shares are to be issued or delivered will, as a condition precedent to the issuance thereof, give a bond satisfactory to LPT and its transfer agent in such sum as LPT may direct and otherwise indemnify LPT in a manner satisfactory to it, against any claim that may be made against it or Lincoln or either of them with respect to the certificate alleged to have been lost, stolen or destroyed.

5.05 Termination of Rights

Any certificates formerly representing Lincoln Shares that are not deposited with all other documents as provided in Section 5.01 on or before the sixth anniversary of the Effective Date shall cease to represent any right or claim of any kind or nature and the right of the former holder of such Lincoln Shares to receive certificates representing Post Consolidation LPT Shares and the Post Consolidation LPT Shares issued to such former Lincoln Shareholder shall be deemed to be surrendered to LPT together with all dividends or distributions thereon held for such holder.

EX-4.09

FIRST AMENDMENT TO
ARRANGEMENT AGREEMENT

     This First Amendment to Arrangement Agreement (this "Amendment") is made and entered into as of February 16, 2009, by and between LPT Capital Ltd. ("LPT"), Lincoln Gold Corporation ("Lincoln") and 0843037 B.C. Ltd. ("LPT Sub"). LPT, Lincoln and LPT Sub are referred to herein as the "Parties."

RECITALS

A.	The Parties entered into an Arrangement Agreement dated as of January 15, 2009 (the "Agreement");
B.	Pursuant to Section 6.01 of the Agreement, the Agreement and the Plan of Arrangement attached as Exhibit I thereto may be amended from time to time by mutual written agreement of the Parties; and
C.	The Parties wish to amend the Agreement and the Plan of Arrangement as set forth in this Amendment.

AGREEMENT

     Now, therefore, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows:

1.	Amendments
(a)	The definition of "Effective Date" set forth in Section 1.01 of the Agreement is amended by deleting it in its entirety and substituting the following in its place the following:

"Effective Date" means the date on which the Arrangement Filings are made effective by the Registrar, provided that all conditions to the completion of the Arrangement as set out in Article 5 of this Agreement have been satisfied or waived in accordance with this Agreement and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably;

(b) The definition of "Effective Date" set forth in Section 1.01(l) of the Plan of Arrangement attached as Exhibit I to the Agreement is amended by deleting it in its entirety and substituting the following in its place the following:

"Effective Date" means the date on which the Arrangement Filings are made effective by the Registrar, provided that all conditions to the completion of the Arrangement as set out in Article 5 of the Agreement have been satisfied or waived in accordance with the Agreement and all documents agreed to be delivered thereunder have been delivered to the satisfaction of the recipient, acting reasonably;

(c) The date "February 15, 2009" set forth in Section 6.02(b) and Section 6.02(d) of the Agreement is amended by deleting it and substituting in its place in each case "April 30, 2009".

(d) Section 5.01(o) of the Agreement is amended by deleting it in its entirety and substituting the following in its place:

"(o) the Escrowed Shares shall have been transferred to persons designated by Lincoln, provided that the transferees designated by Lincoln have delivered the necessary information and documentation in sufficient time in advance to permit the completion of the transfer of the Escrowed Shares on the Effective Date;"

2.	Miscellaneous
(a)	Effect of Amendment. The provisions of this Amendment are hereby incorporated into and made part of the Agreement and the Plan of Arrangement. Except as amended by this Amendment, all of the provisions of the Agreement shall continue in full force and effect, unamended.
(b)	Definitions. Unless otherwise defined in this Amendment, capitalized terms have the meanings given in the Agreement.
(c)	Entire Agreement. The Agreement (including the documents and the instruments referred to therein) and this Amendment constitute the entire agreement among the Parties and supersede all prior agreements, understandings and representations by or among the Parties, written and oral, with respect to the subject matter hereof and thereof.
(d)	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.
(e)	Counterparts. This Amendment may be executed in one or more counterparts and delivered electronically or by fax, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

LINCOLN GOLD CORPORATION		LPT CAPITAL LTD.
Per:	"Andrew Milligan"	Per:	"Philip Walsh"
	Authorized Signatory		Authorized Signatory
0843037 B.C. LTD.
Per:	"Philip Walsh"
	Authorized Signatory

EX-4.10

SECOND AMENDMENT TO
ARRANGEMENT AGREEMENT

     This Second Amendment to Arrangement Agreement (this "Amendment") is made and entered into as of April 30, 2009, by and between LPT Capital Ltd. ("LPT"), Lincoln Gold Corporation ("Lincoln") and 0843037 B.C. Ltd. ("LPT Sub"). LPT, Lincoln and LPT Sub are referred to herein as the "Parties."

RECITALS

A.	The Parties entered into an Arrangement Agreement dated as of January 15, 2009, as amended by a First Amendment to Arrangement Agreement dated as of February 16, 2009 (collectively, the "Agreement");
B.	Pursuant to Section 6.01(a) of the Agreement, the Agreement may be amended from time to time by mutual written agreement of the Parties, including to change the time for performance of any of the obligations or acts of the Parties under the Agreement; and
C.	The Parties wish to amend the Agreement as set forth in this Amendment.

AGREEMENT

     Now, therefore, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows:

1.	Amendment
(a)	The date "April 30, 2009" set forth in Section 6.02(d) of the Agreement is amended by deleting it and substituting in its place "June 30, 2009".
2.	Miscellaneous
(a)	Effect of Amendment. The provisions of this Amendment are hereby incorporated into and made part of the Agreement and the Plan of Arrangement. Except as amended by this Amendment, all of the provisions of the Agreement shall continue in full force and effect, unamended.
(b)	Definitions. Unless otherwise defined in this Amendment, capitalized terms have the meanings given in the Agreement.
(c)	Entire Agreement. The Agreement (including the documents and the instruments referred to therein) and this Amendment constitute the entire agreement among the Parties and supersede all prior agreements, understandings and representations by or among the Parties, written and oral, with respect to the subject matter hereof and thereof.
(d)	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

(e) Counterparts. This Amendment may be executed in one or more counterparts and delivered electronically or by fax, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

LINCOLN GOLD CORPORATION		LPT CAPITAL LTD.
Per:	"Paul Saxton"	Per:	"Philip Walsh"
	Authorized Signatory		Authorized Signatory
0843037 B.C. LTD.
Per:	"Philip Walsh"
	Authorized Signatory

EX-4.11

THIRD AMENDMENT TO
ARRANGEMENT AGREEMENT

     This Third Amendment to Arrangement Agreement (this "Amendment") is made and entered into as of June 30, 2009 by and between LPT Capital Ltd. ("LPT"), Lincoln Gold Corporation ("Lincoln") and 0843037 B.C. Ltd. ("LPT Sub"). LPT, Lincoln and LPT Sub are referred to herein as the "Parties."

RECITALS

A.	The Parties entered into an Arrangement Agreement dated as of January 15, 2009, as amended by a First Amendment to Arrangement Agreement dated as of February 16, 2009 and a Second Amendment to Arrangement Agreement dated as of April 30, 2009 (collectively, the "Agreement");
B.	Pursuant to Section 6.01(a) of the Agreement, the Agreement may be amended from time to time by mutual written agreement of the Parties, including to change the time for performance of any of the obligations or acts of the Parties under the Agreement; and
C.	The Parties wish to amend the Agreement as set forth in this Amendment.

AGREEMENT

     Now, therefore, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the Parties), the Parties agree as follows:

1.	Amendment
(a)	The date "June 30, 2009" set forth in Section 6.02(d) of the Agreement is amended by deleting it and substituting in its place "August 31, 2009".
2.	Miscellaneous
(a)	Effect of Amendment. The provisions of this Amendment are hereby incorporated into and made part of the Agreement and the Plan of Arrangement. Except as amended by this Amendment, all of the provisions of the Agreement shall continue in full force and effect, unamended.
(b)	Definitions. Unless otherwise defined in this Amendment, capitalized terms have the meanings given in the Agreement.
(c)	Entire Agreement. The Agreement (including the documents and the instruments referred to therein) and this Amendment constitute the entire agreement among the Parties and supersede all prior agreements, understandings and representations by or among the Parties, written and oral, with respect to the subject matter hereof and thereof.
(d)	Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

(e) Counterparts. This Amendment may be executed in one or more counterparts and delivered electronically or by fax, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

     IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date first written above.

LINCOLN GOLD CORPORATION		LPT CAPITAL LTD.
Per:		Per:
	Authorized Signatory		Authorized Signatory
0843037 B.C. LTD.
Per:
	Authorized Signatory

EX-12.1

EXHIBIT 12.1

CERTIFICATION

I, Paul Saxton, certify that:

1.	I have reviewed this Annual Report on Form 20-F, of Lincoln Gold Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	July 14, 2009
	/s/ Paul Saxton
By:	Paul Saxton
Title:	Chief Executive Officer

EX-12.2

EXHIBIT 12.2

CERTIFICATION

I, Nathalie Pilon, certify that:

1.	I have reviewed this Annual Report on Form 20-F, of Lincoln Gold Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.	The Registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
5.	The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:	July 14, 2009
	/s/ Nathalie Pilon
By:	Nathalie Pilon
Title:	Chief Financial Officer

EX-13.1

EXHIBIT 13.1

CERTIFICATION OF

CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul Saxton, Chief Executive Officer of Lincoln Gold Corporation (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 20-F, of the Company for the fiscal year ended December 31, 2008 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Paul Saxton
Name:	Paul Saxton
Title:	Chief Executive Officer
Date:	July 14, 2009

This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

EX-13.2

EXHIBIT 13.2

CERTIFICATION OF

CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Nathalie Pilon, Chief Financial Officer of Lincoln Gold Corporation (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the Annual Report on Form 20-F, of the Company for the fiscal year ended December 31, 2008 (the “Annual Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Nathalie Pilon
Name:	Nathalie Pilon
Title:	Chief Financial Officer
Date:	July 14, 2009

This certification accompanies this Annual Report on Form 20-F pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.