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Lincoln Mining Corporation: US Regulators Approve Proposed Procon Divestment

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 02/19/14 -- Lincoln Mining Corporation (TSX VENTURE: LMG) ("Lincoln" or the "Company") announces that further to its news release dated October 22, 2013, the Committee on Foreign Investment in the United States ("CFIUS") has granted an extension until March 7, 2014 in order for Procon Resources Inc. ("PRI" or "Procon") to complete its proposed transaction to divest its interests in Lincoln (the "Proposed Transaction") and CFIUS does not object to the Proposed Transaction.

Lincoln has been advised that the principal terms of the Proposed Transaction are as set forth below.

PRI intends to comply with the CFIUS divestment order by selling its 46,000,000 common shares of Lincoln to Mr. Ronald K. Netolitzky, a Canadian mining entrepreneur, through a private sale at approximately $0.01127 per share for a total purchase price of $518,420.

In addition, the $2,300,000 convertible debenture held by PRI (plus approximately $165,000 in accrued interest), which will have the conversion right removed, will be repaid and discharged using funds advanced to Lincoln through unsecured, non-convertible loans from companies controlled by two directors of Lincoln (the "Loans"). The Loans will bear interest at a rate of 6% per annum, payable monthly commencing April 1, 2014 for a term of five years. As the directors are insiders of Lincoln, the Loans constitute related party transactions under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The independent directors of Lincoln have confirmed that the Loans are under reasonable commercial terms that are not less advantageous to Lincoln than if similar loans were obtained from an arm's length party and that, accordingly, the Loans are exempt from the shareholder approval requirements of MI 61-101 pursuant to the exemption contained in section 5.7(1)(f) thereof.

On closing of the Proposed Transaction, the four directors of Lincoln appointed by Procon will resign and Lincoln's Chief Financial Officer will be replaced. Accordingly, on closing of the Proposed Transaction, there will be no more operational or financial ties between Procon and Lincoln. Pursuant to the terms of the CFIUS order (see Lincoln news release dated June 18, 2013), following the divestment, Procon shall not acquire any ownership interest in or control of any of the Company's US subsidiaries or properties and all access restrictions pertaining to Procon, its officers, representatives, agents, and employees shall remain in place.

On closing of the Proposed Transaction, the remaining directors and new audit committee of the Company will be comprised of incumbents Paul Saxton, Andrew Milligan and Ron Coombes. The Company will be actively seeking new independent directors in the ensuing months.

Lincoln is pleased with the progress made by the parties to the Proposed Transaction and appreciates the shareholders' continued commitment to the Company.

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 and Bell Mountain gold properties 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 Lincoln Gold US Corp. and Lincoln Resource Group Corp., both Nevada corporations. Until completion of the Proposed Transaction, the Company's United States operations remain subject to the CFIUS order described in the Company's news release dated June 18, 2013.

On behalf of Lincoln Mining Corporation

Paul Saxton, President & CEO

Neither the 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 press release includes forward-looking statements or information. All statements other than statements of historical fact included in this release, including without limitation, statements relating to the Proposed Transaction and compliance with the CFIUS order, and other future plans, objectives or expectations of the Company, involve various risks and uncertainties. Important factors that could cause actual results to differ materially from the Company's plans or expectations include the risk that the Proposed Transaction, which is outside the control of Lincoln, will not complete within the time required by CFIUS or at all, which could result in CFIUS taking actions adverse to the Company's US property interests and operations; risks relating to actual exploration results, impairment or loss of the Company's rights in respect of its properties; availability of capital and financing; general economic, market or business conditions; timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the Company with securities regulators. The Company makes all reasonable efforts to update its corporate material on a timely basis.

Contacts:
Lincoln Mining Corporation
Investor Relations
604-688-7377
604-688-7307
www.lincolnmining.com

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