VANCOUVER, Aug. 11 /CNW/ - LPT Capital Ltd. ("LPT") (TSX-V: LPC.P) and
Lincoln Gold Corp. ("Lincoln") (OTCBB: LGCPF) are pleased to report that,
further to the joint news release dated July 8, 2009, Lincoln and LPT plan to
close the business combination transaction (the "Merger") on August 18, 2009.
The Merger is intended to be LPT's "Qualifying Transaction" under TSX Venture
Exchange Policy 2.4. Please refer to the joint information circular of Lincoln
and LPT dated January 19, 2009 (the "Circular"), available on the SEDAR
website, for details of the Merger.
Prior to the closing of the Merger, LPT will effect a share consolidation
on the basis of one (1) new share for every one and one-half (1.5)
pre-consolidation shares and will be renamed "Lincoln Mining Corporation".
Concurrent with the closing of the Merger on August 18, 2009, LPT will
complete the previously announced private placement of units (on a
post-consolidation basis) to raise gross proceeds of approximately $5 million.
In connection with the closing of the Merger, shares of Lincoln will be
deleted from trading on the OTCBB effective August 12, 2009. Shares of LPT
remain halted on the TSX Venture Exchange and will commence trading (on a
post-consolidation basis) following completion of the Merger and subject to
all remaining stock exchange filings and approvals in connection with the
Pursuant to the plan of arrangement under the Merger, each shareholder of
Lincoln as at the close of business on August 17, 2009 will be entitled to
0.31 post-consolidated shares of LPT for each one share of Lincoln. Olympia
Trust Company, LPT's transfer agent, will following the closing of the Merger
mail a letter of transmittal to the registered shareholders of Lincoln
providing instructions on how to exchange share certificates of Lincoln for
share certificates of LPT under the plan of arrangement.
In connection with the Merger and as disclosed in the Circular, Lincoln
will prior to the closing issue common shares in settlement of approximately
$1 million of outstanding debt, which shares will be exchanged for
approximately 6 million post-consolidated shares of LPT pursuant to the plan
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.
This news release includes certain forward-looking statements or
information. All statements other than statements of historical fact included
in this release, including, without limitation, statements regarding plans for
the completion of proposed financings and other future plans and objectives of
Lincoln and LPT (together, the "Companies") 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
Companies' plans or expectations include availability of capital and
financing, general economic, market or business conditions, regulatory
changes, timeliness of government or regulatory approvals and other risks
detailed herein and from time to time in the filings made by the Companies
with securities regulators. The Companies expressly disclaim any intention or
obligation to update or revise any forward-looking statements whether as a
result of new information, future events or otherwise except as otherwise
required by applicable securities legislation.
For further information:
For further information: LPT Capital Ltd., 1383 Marinaside Cr., Suite
805, Vancouver, BC, V6Z 2W9, Tel: (604) 720-0099; Lincoln Gold Corp., 885
Dunsmuir St., Suite 350, Vancouver, BC, V6C 1N5, Tel: (604) 688-7377