Lincoln Gold Mining Inc. (LNCLF) company history: the story so far

History

Lincoln Gold became a Nevada exploration company through a 2004 reverse takeover, raised small sums, added a Mexican option, and by 2009 had moved into a Canadian successor.

2004-2005: Becoming Lincoln Gold

The company began as Braden Technologies Inc. On March 15, 2004 it agreed to buy Lincoln Gold Corp., a Nevada exploration company formed in September 2003, by issuing 24,000,000 shares. The deal closed on March 26, 2004, leaving 35,400,000 shares outstanding, with former Lincoln Gold holders owning about 67.8%, a change of control. Paul Saxton became president and Andrew Milligan chairman, and James Chapman and James Currie joined the board while the three earlier directors resigned. Lincoln Gold was merged into the company, which was renamed Lincoln Gold Corporation effective April 6, 2004.

The assets were option rights on the Hannah and Lincoln Flat projects in Nevada, plus 32 staked claims. No exploration had been done and the company lacked financing for it. A $200,000 convertible note was also outstanding, convertible into 5,000,000 shares at $0.04.

Funding came from selling shares with warrants (rights to buy more shares). In December 2004 the company sold 2,300,000 units at $0.30 for $690,000. In March 2005 it sold 3,158,000 more units at $0.30 for $947,400 to 53 investors. Both raisings added shares and warrants, diluting existing holders.

2007-2009: Mexico and a Canadian successor

The record is quiet for 2006. In April 2007 Lincoln Gold signed an option with Almaden Minerals to earn 60% of the La Bufa Property in Chihuahua, Mexico. It would spend US$3,500,000 over four years and issue 1,550,000 shares to Almaden. This replaced a 2005 letter of intent for 51%. Lincoln could end the option on 30 days' notice. Its shares have been listed on the TSX Venture Exchange since May 15, 2007.

More money came in 2007, with units sold at $0.10 in May and August. By August 15, 2007 there were 47,141,666 shares outstanding. In September 2007 the company proposed moving its incorporation from Nevada to Canada, though no approval was reported.

That plan was replaced by another route. On about August 18, 2009, Lincoln Mining Corporation acquired all Lincoln Gold shares through a British Columbia plan of arrangement, and shareholders received shares in the successor. On September 8, 2009 it filed to end its US reporting duties, citing no US trading volume in the past year, and said it would publish information on SEDAR instead. At that date it held the Hannah, JDS and Pine Grove properties in Nevada. The record does not show what became of the La Bufa option or the $200,000 note.

Written from the 8 story beats below (2004 to 8 Sept 2009), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2009

8 Sept
Lincoln Mining Corporation, the successor, filed to end its US reporting duties as a foreign private issuer. It says it acquired all shares of Lincoln Gold on about August 18, 2009 through a plan of arrangement under British Columbia law, with Lincoln Gold shareholders receiving its shares, and that the shares have been listed on the TSX Venture Exchange since May 15, 2007 with no US trading volume in the past year. Shareholders keep their shares, now in the successor, which will publish information on SEDAR instead of filing with the SEC. This shows the Nevada-to-Canada continuation was replaced by a different route (a plan of arrangement) and a new company name.
listing compliance notice

2007

11 Sept
Lincoln Gold filed a registration statement and proxy to ask shareholders to vote on moving its incorporation from Nevada to Canada (under the Canada Business Corporations Act), with shares exchanged one-for-one for the 47,141,666 outstanding as of August 15, 2007. The filing says operations will not be materially affected, officers and directors holding about 19.5% intend to vote in favour, and dissenters' appraisal rights are not available; it names the TSX Venture Exchange as the proposed trading market. Meeting date is blank, so this is a proposal, not yet approved.
business combination
18 Apr
Lincoln Gold signed an option agreement with Almaden Minerals on April 12, 2007 to earn a 60% interest in the La Bufa Property in Chihuahua, Mexico, by spending US$3,500,000 on work over four years (US$500,000 in year one is a firm commitment) and issuing 1,550,000 shares to Almaden; 150,000 shares have already been issued. It replaces the August 8, 2005 letter of intent (51% for US$2.0 million over 4 years, under which 130,000 shares were issued), and Lincoln can terminate on 30 days' notice.
capital raising announcement

2005

16 Mar
The company raised a second round on March 10, 2005, selling 3,158,000 units at $0.30 for $947,400 to 53 investors, on the same terms as the December 2004 units (warrant at $0.40 in year one, $0.50 in year two). It paid commissions of $38,010 on the Regulation S part and $4,200 on the Regulation D part, and agreed to file a resale registration statement within 120 days. This adds further shares and warrants for existing holders.
capital raising announcement

2004

27 Dec
The company sold 2,300,000 units at $0.30 each for $690,000 in total to five investors, completed December 20, 2004. Each unit has one share and one warrant to buy another share at $0.40 in the first year or $0.50 in the second year. It must file a registration statement for resale of the shares by April 19, 2005, and existing shareholders face dilution from the new shares and any warrant exercises (an inference).
capital raising announcement
12 Apr
The company reports that the acquisition closed March 26, 2004, and that Chapman and Currie joined the board and Bell, Wilson and Bailey resigned on April 12, 2004. The merger of Lincoln Gold into the company was completed effective April 6, 2004 and the company was renamed Lincoln Gold Corporation, resolving the planned steps from the prior notice. Shares outstanding remain 35,400,000, with former Lincoln Gold holders at about 67.8%.
asset acquisition disposition
2 Apr
The information statement says the Lincoln Gold Corp. acquisition closed on March 26, 2004, with 24,000,000 shares issued so that 35,400,000 are outstanding and former Lincoln Gold holders own about 67.8%. Paul Saxton became president and Andrew Milligan chairman; James Chapman and James Currie were expected to join the board and the three prior directors (Bell, Wilson, Bailey) to resign. The board also approved merging Lincoln Gold into the company and renaming it Lincoln Gold Corporation, with no shareholder vote required. This confirms the earlier proposed deal; the option payment terms are now described as over nine years rather than six.
business combination
16 Mar
Braden Technologies Inc. (the company, later renamed Lincoln Gold Corporation) agreed on March 15, 2004 to buy all 2,400,000 shares of Lincoln Gold Corp., a Nevada exploration company formed September 25, 2003, by issuing 24,000,000 of its own shares (ten for one). Closing was set for March 26, 2004 and depended on audited financials, with no assurance it would complete. If it closed, Lincoln Gold's former holders would own 67.8% of 35,400,000 shares, which the filing says would be a change of control; a $200,000 convertible note would also convert into 5,000,000 shares at $0.04. Lincoln Gold's assets were option rights on the Hannah and Lincoln Flat projects in Nevada (each $210,000 of cash payments over six years, plus a royalty) and 32 staked claims; the filing says no exploration had been done and the company lacked financing for it.
farm in farm out agreement