Lincoln Gold Mining : 2024 Interim Financial Statements and MD&A as of March 31, 2024

LINCOLN GOLD MINING INC.

UNAUDITED CONDENSED INTERIM

CONSOLIDATED FINANCIAL STATEMENTS

for the three months ended March 31, 2024

Table of Contents
Notice to Reader	3
Condensed Interim Consolidated Statements of Financial Position	4
Condensed Interim Consolidated Statements of Loss and Comprehensive Loss	5
Condensed Interim Consolidated Statements of Cash Flows	6
Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency	7
Notes to the Condensed Interim Consolidated Financial Statements	8

Notice to Reader

Management has prepared the unaudited condensed interim consolidated financial statements for Lincoln Gold Mining Inc. (the "Company") in accordance with National Instrument 51-102 released by the Canadian Securities Administration. The Company discloses that its auditors have not reviewed the unaudited consolidated interim financial statements for the three-month period ended March 31, 2024.

LINCOLN GOLD MINING INC.

Condensed Interim Consolidated Statements of Financial Position

(Unaudited)

As at March 31, 2024 and December 31, 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

		March 31,	December 31,
	Notes	2024	2023
Assets		$	$
Current assets
Cash		5,570	20,804
Receivables		6,833	13,778
Non-current assets		12,403	34,582
Right-of-use asset	4	88,105	102,789
Deposits		12,250	12,250
Mineral properties	5	741,973	741,973
		842,328	857,012
Total assets		854,731	891,594
Liabilities and shareholders' deficiency
Current liabilities
Accounts payable and accrued liabilities	6	1,102,759	1,013,306
Due to related parties and former related parties	11	920,564	832,043
Lease liability	8	60,125	47,981
Loans payable	9	103,281	102,043
Promissory notes	10	936,053	900,925
Non-current liability		3,122,782	2,896,298
Lease liability	8	32,384	61,518
Promissory notes	10	134,082	130,342
Provision for environmental rehabilitation	7	88,231	87,880
Total liabilities		3,377,479	3,176,038
Shareholders' deficiency
Share capital	12	30,721,042	30,721,042
Capital reserves	12	6,423,635	6,423,635
Deficit		(39,667,425)	(39,429,121)
Total shareholders' deficiency		(2,522,748)	(2,284,444)
Total liabilities and shareholders' deficiency		854,731	891,594

Nature of operations (Note 1)

Proposed Transaction (Note 16)

Approved and authorized by the Board on May 30, 2024.

"Paul Saxton"	Director	"Andrew Milligan"	Director
Paul Saxton		Andrew Milligan

The accompanying notes are an integral part of these condensed interim consolidated financial statements

4

LINCOLN GOLD MINING INC.

Condensed Interim Consolidated Statements of Loss and Comprehensive Loss

(Unaudited)

For the three months ended March 31, 2024 and 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

	Notes		March 31, 2024		March 31, 2023
Exploration expenses	5, 11	$	(47,883)	$	(47,313)
Administrative expenses
Consulting and management fees	11		86,490		80,180
Depreciation	4		14,684		17,081
Foreign exchange loss			21,164		7,135
Investor relations and shareholder services			7,565		19,726
Office maintenance			2,305		21,758
Professional fees	11		28,906		26,307
Travel			4,150		6,772
Other items			(165,264)		(178,959)
Interest income			99		-
Interest expense	6, 9, 11		(25,256)		(38,994)
			(25,157)		(38,994)
Loss and comprehensive loss for the period		$	(238,304)	$	(265,266)
Basic and diluted loss per common share		$	(0.02)	$	(0.07)
Weighted average number of common shares
outstanding - basic and diluted			13,752,688		3,866,324

The accompanying notes are an integral part of these condensed interim consolidated financial statements

5

LINCOLN GOLD MINING INC.

Condensed Interim Consolidated Statements of Cash Flows (Unaudited)

For the three months ended March 31, 2024 and 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

	2024	2023
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES	$	$
Loss for the period	(238,304)	(265,266)
Items not affecting cash:
Accrued interest expense	25,256	38,994
Depreciation	14,684	17,081
Unrealized foreign exchange	13,750	(626)
Changes in non-cash working capital items:
Increase in accounts payable and accrued liabilities	89,453	70,829
Increase (decrease) in due to related parties	88,521	(27,521)
Increase in prepaid expenses and deposits	-	(5,523)
Decrease in receivables	6,945	2,748
Net cash provided by (used in) operating activities	305	(169,284)
CASH FLOWS USED IN INVESTING ACTIVITIES
Acquisition of mineral properties	-	(4,087)
Net cash used in investing activities	-	(4,087)
CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES
Loans received	4,000	258,516
Loans paid	-	(23,700)
Payment for lease liability	(19,539)	(15,666)
Net cash provided by (used in) financing activities	(15,539)	219,150
Net change in cash for the period	(15,234)	45,779
Cash, beginning of the period	20,804	18,279
Cash, end of the period	5,570	64,058

Supplemental cash flow information (Note 14)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

6

LINCOLN GOLD MINING INC.

Condensed Interim Consolidated Statements of Changes in Shareholders' Deficiency

(Unaudited)

For the three months ended March 31, 2024 and 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

	Number of		Capital
	shares	Share capital	reserves	Deficit	Total
		$	$	$	$
Balance at December 31, 2022	3,866,324	26,964,223	3,404,250	(32,931,618)	(2,563,145)
Loss for the period	-	-	-	(265,266)	(265,266)
Balance at March 31, 2023	3,866,324	26,964,223	3,404,250	(33,196,884)	(2,828,411)
Balance at December 31, 2023	13,752,688	30,721,042	6,423,635	(39,429,121)	(2,284,444)
Loss for the period	-	-	-	(238,304)	(238,304)
Balance at March 31, 2024	13,752,688	30,721,042	6,423,635	(39,667,425)	(2,522,748)

The accompanying notes are an integral part of these condensed interim consolidated financial statements

7

LINCOLN GOLD MINING INC.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three months ended March 31, 2024 and 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

1 Nature of operations

Lincoln Gold Mining Inc. (the "Company" or "Lincoln") is incorporated under the Business Corporations Act, British Columbia. The Company's head and registered office, principal address and records is Suite 400 - 789 West Pender Street, Vancouver, British Columbia, Canada, V6C 1H2. The Company is a precious metals exploration and development company.

The condensed interim consolidated financial statements of the Company for the three months ended March 31, 2024 comprise the Company and its subsidiaries (Note 2(b)). These condensed interim consolidated financial statements are presented in Canadian dollars and all values are rounded to the nearest dollar except where otherwise indicated. The Company is listed on the TSX Venture Exchange ("TSX-V: LMG") and the Frankfurt Stock Exchange ("ZMG2").

2 Basis of Presentation and Material Policy information

(a) Basis of preparation

The condensed interim consolidated financial statements for the three months ended March 31, 2024 have been prepared in accordance with IAS 34 - Interim Financial Reporting of International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and Interpretations issued by the International Financial Reporting Interpretations Committee ("IFRIC"). The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual consolidated financial statements, and should be read in conjunction with the Company's annual consolidated financial statements as at and for the year ended December 31, 2023.

The condensed interim consolidated financial statements have been prepared on the historical cost basis except for certain financial instruments, which are measured at fair value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

These financial statements were reviewed by the Audit Committee and approved and authorized for issue by the Board of Directors on May 30, 2024.

Going concern assumption

These consolidated financial statements have been prepared by management on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future.

The Company has not yet determined whether its mineral properties contain ore reserves and the Company has incurred ongoing losses since inception. Further, the Company has a working capital deficiency of $3,110,379 (December 31, 2023 - $2,861,716) and total liabilities of $3,377,479 (December 31, 2023 - $3,176,038). The future success of the Company is dependent upon the confirmation of economically recoverable reserves, the ability of the Company to obtain necessary financing to successfully complete their exploration and development, and upon establishing future profitable production, or realization of proceeds on disposal.

Management recognizes that the Company will need to raise additional funds to maintain operations and while it has been successful in doing so in the past, there can be no assurance that it will be able to do so in the future. These material uncertainties may cast significant doubt upon the Company's ability to continue as a going concern. These consolidated financial statements do not give effect to the adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material.

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LINCOLN GOLD MINING INC.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three months ended March 31, 2024 and 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

2 Basis of Presentation and Material Policy Information (continued)

1. Consolidation Subsidiaries

Subsidiaries are all entities (including special purpose entities) over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.

Inter-company transactions, balances, income and expenses on transactions are eliminated. Profits or losses resulting from intercompany transactions that are recognized in assets are also eliminated. Accounting policies of subsidiaries are consistent with the policies adopted by the Company.

The consolidated financial statements include the financial statements of Lincoln Gold Mining Inc., the parent company and the subsidiaries listed below:

		Economic
	Country of Incorporation	interests	Principal activity
Lincoln Gold US Corp.	United States of America	100%	Mineral exploration
Lincoln Resource Group Corp.	United States of America	100%	Mineral exploration
Minera Lincoln de Mexico, S.A. de C.V.	Mexico	100%	Mineral exploration

3 Critical accounting estimates and judgements

The preparation of consolidated financial statements in conformity with IFRS requires management to make certain estimates, judgments and assumptions concerning the future. Although management uses historical experience and its best knowledge of the amount, events or actions to form the basis for judgments and estimates, actual results may differ from these estimates.

The most significant accounts that require estimates as the basis for determining the stated amounts include:

Income taxes

In assessing the probability of realizing income tax assets, management makes estimates related to expectations of future taxable income, applicable tax opportunities, expected timing of reversals of existing temporary differences and the likelihood that tax positions taken will be sustained upon examination by applicable tax authorities. In making its assessments, management gives additional weight to positive and negative evidence that can be objectively verified.

Share-based compensation

The Company uses the Black-Scholes option pricing model for valuation of share-based compensation. Option pricing models require the input of subjective assumptions including expected price volatility, interest rate and forfeiture rate. Changes in the input assumptions can significantly change the fair value estimate and the Company's earnings and equity reserves.

Critical judgments exercised in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements are as follows:

Company's title on mineral property interests

Although the Company has taken steps to verify the title to mineral properties in which it has an interest, in accordance with industry practice for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects.

9

LINCOLN GOLD MINING INC.

Notes to Condensed Interim Consolidated Financial Statements

(Unaudited)

For the three months ended March 31, 2024 and 2023

(All amounts are in Canadian Dollars, unless otherwise stated)

4 Right-of-use asset

The following table summarizes the Company's right-of-use asset:

Balance at January 1, 2023

Addition

Depreciation

Balance at December 31, 2023

Depreciation

Balance at March 31, 2024

$

41,954

117,473

(56,638)

102,789

(14,684)

88,105

5 Mineral properties

The Company's mineral property interests are comprised of the following properties:
	Canada		United
		States	Total
	Shawinigan		Pine Grove
Balance at January 1, 2023	$	$	$
128,407	741,973	870,380
Additions	16,087	-	16,087
Write-off	(144,494)	-	(144,494)
Balance at December 31, 2023 and March 31, 2024	-	741,973	741,973

Exploration expenditures incurred during the three months ended March 31, 2024:

	United
	States	Total
	Pine Grove
Contractors	$	$
40,463	40,463
General administration	6,934	6,934
Permitting environment	486	486
Total mineral property expenditures	47,883	47,883

Exploration expenditures incurred during the three months ended March 31, 2023:

	United
	States	Total
	Pine Grove
Contractors	$	$
40,578	40,578
General administration	6,248	6,248
Permitting environment	487	487
Total mineral property expenditures	47,313	47,313

Title to mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims as well as the potential for problems arising from the frequently ambiguous conveyancing history characteristic of many mineral properties. The Company has investigated title to all of its mineral properties, and, to the best of its knowledge, title to all of its properties, are properly registered and in good standing.

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