Lincoln Gold Corporation and LPT Capital Ltd. Receive Shareholder and Court Approvals to Business Combination



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

    VANCOUVER, Feb. 26 /CNW/ - Paul Saxton, representing Lincoln Gold
Corporation ("Lincoln") and Philip Walsh, representing LPT Capital Ltd.
("LPT"), are pleased to announce that, at the special meetings held on
February 18, 2009, Lincoln received necessary shareholder approvals to the
business combination by way of statutory plan of arrangement involving
Lincoln, LPT and its wholly-owned subsidiary 0843037 B.C. Ltd. In particular,
Lincoln shareholders approved, and Lincoln completed, the continuation of
Lincoln from the federal jurisdiction to British Columbia and shareholders
approved the plan of arrangement, and LPT received shareholder approval to the
share consolidation referred to in the news release of October 10, 2008. For
details of the transaction please refer to the joint information circular (the
"Information Circular") dated January 19, 2009 previously mailed to
shareholders and available on SEDAR at www.sedar.com.
    Following shareholder approvals, on February 20, 2009, the Supreme Court
of British Columbia entered its final order approving the plan of arrangement
transaction.
    The completion of the transaction, which will constitute LPT's qualifying
transaction under the policies of the TSX Venture Exchange, will occur in
conjunction with the closing of LPT's concurrent financing as described in the
Information Circular, which is currently expected to occur before the end of
March, 2009. The financing consists of a non-brokered post consolidation
private placement of units of LPT at a price of $0.17 per unit for gross
proceeds of $3.38 million to a maximum of $4.0 million. Each unit consists of
one post-consolidation common share of LPT and one-half of one transferable
warrant, with each whole warrant exercisable to purchase one
post-consolidation share of LPT for a period of three years at a price of
$0.22 during the first year and $0.30 thereafter. The units have not been and
will not be registered in the United States under the Securities Act of 1933,
as amended (the "1933 Act") and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the 1933 Act. This news release does not constitute an offer
to sell the units.
    LPT may pay finder's fees to third parties in connection with the private
placement in an aggregate amount of 8% of the gross proceeds raised, payable
at the election of the finder in cash or post-consolidation LPT shares on the
basis of $0.17 per share.

    
    On behalf of LPT Capital Ltd.        On behalf of Lincoln Gold Corp.

    "PHILIP J. WALSH"                    "PAUL SAXTON"

    Philip J. Walsh                      Paul Saxton
    President & CEO                      President & CEO


    NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
    THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
    RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
    

    Forward-Looking Statements: This press release contains forward-looking
statements about LPT Capital Ltd. and Lincoln Gold Corporation and their
respective businesses and future plans, including the planned business
combination transaction and concurrent financing. Forward-looking statements
are statements that are not historical facts and include: the expected timing
of the completion of the business combination transaction and in particular
the completion of the concurrent financing in connection therewith. The
forward-looking statements in this press release are subject to various risks,
uncertainties and other factors that could cause actual results or
achievements to differ materially from those expressed in or implied by
forward-looking statements. These risks, uncertainties and other factors
include, without limitation, uncertainty post-transaction as to LPT's and
Lincoln's abilities to achieve the goals and satisfy the assumptions of
management; uncertainties as to the availability and cost of financing; the
risk that development projects will not be completed successfully or in a
timely manner; general economic factors and other factors that may be beyond
the control of the parties. Forward-looking statements are based on the
beliefs, opinions and expectations of the management of LPT and Lincoln, at
the time they are made, and LPT and Lincoln do not assume any obligation to
update its forward-looking statements if those beliefs, opinions or
expectations, or other circumstances, should change, except as required by
law.





For further information:

For further information: please contact Paul Saxton at (604) 688-7377
and Philip Walsh at (604) 720-0099

Organization Profile

LINCOLN GOLD CORP.

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LPT CAPITAL LTD.

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