LMG Lincoln Gold Mining Inc

Lincoln Mining Corporation (TSX VENTURE:LMG) ("Lincoln" or the "Company") is
pleased to announce that further to its news release of November 7, 2012, it has
closed the transactions with Procon Mining and Tunnelling Ltd. ("Procon") as
described below.


Convertible Debenture of $2,300,000

The Company has closed the private placement of a convertible debenture (the
"Debenture") by the Company to Procon in an aggregate principal amount of
$2,300,000, which is due and payable on November 22, 2015. The Debenture is
convertible at any time, in whole or in part at the election of Procon, into up
to 23,000,000 common shares of the Company on the basis of one common share for
each $0.10 of principal. The Debenture bears interest at the rate of 6% per
annum, calculated and payable monthly, on the outstanding principal amount. The
Debenture is secured by a general security agreement granted by the Company.


A copy of the Debenture and the general security agreement will be filed under
the Company's profile at www.sedar.com.


Private Placements of $1,100,000 and $500,000

The Company has closed the private placement of 22,000,000 common shares of the
Company to Procon at a price of $0.05 per share for proceeds of $1,100,000. 


The Company also closed a private placement of 10,000,000 common shares of the
Company to Prairie Enterprises (Alberta) Inc., a private company controlled by
Mr. Edward Yurkowski (who is the CEO, co-founder and a shareholder of Procon),
at a price of $0.05 per share for proceeds of $500,000.


At the closing of the private placements, Procon holds approximately 29.0% of
the Company's 158,860,203 issued and outstanding shares. On a partially-diluted
basis assuming the exercise of the entire principal amount of the Debenture,
Procon would hold approximately 37.9% of the Company's outstanding shares.


At the closing of the private placements, Mr. Yurkowski beneficially holds
approximately 6.7% of the Company's issued and outstanding shares.


No finders fees or warrants were issued in connection with the private
placements. All securities issued or issuable under the private placements
(including the Debenture) will be subject to a four month hold period in Canada
expiring on March 23, 2013, in addition to such other restrictions as may apply
under applicable securities laws of jurisdictions outside Canada. 


Lincoln intends to use the proceeds raised from the private placements towards
the purchase price for the acquisition of the Bell Mountain project (as
described in the Company's news release dated September 5, 2012), to advance the
work programs on its mineral projects and for general working capital purposes.
With the completion of the Procon transactions, closing of the Bell Mountain
acquisition is expected to occur by the end of November 2012.


Director Changes

At the closing of the private placements described above and as required by the
Procon transactions, three incumbent directors of the Company resigned (Philip
Walsh, Michael Price and Robert Elton), and the remaining directors appointed
four nominee directors of Procon to the board resulting in Procon nominee
directors constituting a majority of the board of directors of the Company. As a
result, the board of directors of the Company is now comprised of the following
persons:




Paul Saxton (President, CEO and Corporate Secretary)                        
Andrew Milligan (independent director)                                      
Robert Cruickshank (independent director)                                   
Edward Yurkowski (Procon nominee)                                           
James Dales (Procon nominee)                                                
Yan Luo (Procon nominee)                                                    
Yuhang Wang (Procon nominee)                                                



Biographies of the Procon nominee directors were disclosed in the Company's
information circular dated September 25, 2012, available on www.sedar.com.


Following closing, the Company's audit committee will be comprised of Andrew
Milligan, Robert Cruickshank and James Dales, and the compensation committee
will be comprised of Andrew Milligan, Robert Cruickshank and Edward Yurkowski.


The Company would like to thank Messrs. Elton, Price and Walsh for their service
and ongoing support.


Pursuant to the terms of the Debenture, for so long as the Debenture is
outstanding and held by Procon or an affiliate, the Company has agreed to
include a majority of Procon nominee directors in management's list of nominee
directors for election by shareholders at annual general meetings or otherwise. 


United States Regulatory Filings

Lincoln and Procon intend to prepare and submit regulatory notifications in the
US related to the closing of this transaction given Lincoln's US assets.


Lincoln Mining Corp. is a Canadian precious metals exploration and development
company with several projects in various stages of exploration and development
which include the Pine Grove gold property in Nevada, the Oro Cruz gold property
in California and the La Bufa gold-silver property in Mexico. In the United
States, the Company operates under its two Nevada subsidiaries Lincoln Gold US
Corp. and Lincoln Resource Group Ltd.


On behalf of Lincoln Mining Corporation 

Paul Saxton, President & CEO 

THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS OR INFORMATION. ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS RELEASE,
INCLUDING WITHOUT LIMITATION, STATEMENTS REGARDING FUTURE PLANS AND OBJECTIVES
OF LINCOLN IN RELATION TO THE PROCON AND BELL MOUNTAIN TRANSACTIONS ARE
FORWARD-LOOKING STATEMENTS THAT INVOLVE VARIOUS RISKS AND UNCERTAINTIES. THERE
CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE ACCURATE AND ACTUAL
RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH
STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE COMPANY'S PLANS OR EXPECTATIONS INCLUDE THE RISK THAT THE
COMPANY WILL NOT RECEIVE ALL NECESSARY UNITED STATES REGULATORY APPROVALS IN
RELATION TO THE PROCON AND BELL MOUNTAIN TRANSACTIONS AS PLANNED, OR THAT THE
NECESSARY APPROVALS WILL REQUIRE MODIFICATIONS TO THE TERMS OF THE TRANSACTIONS;
US REGULATORY REVIEW OF THE PROCON AND BELL MOUNTAIN TRANSACTIONS MAY RESULT IN
REGULATORY ORDERS OR OTHER ACTION THAT MAY HAVE AN ADVERSE EFFECT ON THE
BUSINESS, OPERATIONS OR ASSETS OF THE COMPANY IN THE UNITED STATES; THE RISK
THAT ACTUAL RESULTS OF FUTURE EXPLORATION WORK, INCLUDING DRILL RESULTS AND
RESULTS OF ENGINEERING AND METALLURGICAL STUDIES, WILL NOT SUPPORT THE COMPANY'S
PLANS TO ADVANCE ITS NEVADA PROJECTS; THE UNCERTAINTY OF THE GEOLOGY, GRADE AND
CONTINUITY OF MINERAL DEPOSITS (INCLUDING IN RESPECT OF THE BELL MOUNTAIN
PROPERTY) AND THE RISK OF UNEXPECTED VARIATIONS IN MINERAL RESOURCES, GRADE
AND/OR RECOVERY RATES; COST OVERRUNS AND PROJECT DELAYS; AVAILABILITY OF CAPITAL
AND FINANCING REQURIED TO ADVANCE THE COMPANY'S PROJECTS; GENERAL ECONOMIC,
MARKET OR BUSINESS CONDITIONS; FLUCTUATING METAL PRICES; REGULATORY CHANGES;
TIMELINES OF GOVERNMENT OR REGULATORY APPROVALS AND OTHER RISKS DETAILED HEREIN
AND FROM TIME TO TIME IN THE FILINGS MADE BY THE COMPANY. THE COMPANY MAKES ALL
REASONABLE EFFORTS TO UPDATE ITS CORPORATE MATERIAL, DOCUMENTATION AND
FORWARD-LOOKING INFORMATION ON A TIMELY BASIS. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Lincoln Mining Corporation
Investor Relations
604-688-7377
604-688-7307 (FAX)
www.lincolnmining.com

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