Mr. John Proust reports

LINCOLN VENTURES LTD. CLOSES PRIVATE PLACEMENT

Lincoln Ventures Ltd. has completed its previously announced non-brokered private placement (see news release dated Sept. 27, 2023). Pursuant to the private placement, the company issued an aggregate of 3.1 million common shares of the company at a price of five cents per share for gross proceeds of $155,000.

The Company intends to use the proceeds of the Private Placement for general working capital purposes.

In connection with the Private Placement, the Company paid a cash finder's fee of $1,500.

All Shares issued pursuant to the Private Placement are subject to a four month hold period expiring on February 24, 2024, in accordance with applicable securities legislation.

Two directors of the Company, including one member of management, subscribed for an aggregate of 1,400,000 Shares for a total value of $70,000 pursuant to the Private Placement. Each transaction with the directors, who are insiders of the Company, constituted a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions under section 5.5(a) and section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of MI 61-101, as the fair market value of the Shares issued to the related parties and the consideration paid by the related parties under the Private Placement does not exceed 25% of Company's market capitalization, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the Private Placement, as the details of the participation by related parties of the Company were not settled until shortly prior to closing of the Private Placement.

Option Grants

On closing of the Private Placement, the Company granted an aggregate of 1,600,000 stock options (the "Options") to certain officers, directors, and consultants of the Company pursuant to its new equity incentive plan (the "Plan") adopted in 2022. The Options are exercisable into common shares at $0.05 per share for a period of five years from the date of grant, subject to vesting in equal tranches, 25% vesting on the date of grant and 25% vesting every 6 months thereafter.

The Options and the common shares issuable upon the exercise of the Options are subject to a hold period of four months from the date of grant.

The Plan received shareholder approval at the Company's 2022 annual general meeting held on December 2, 2022, and final TSX Venture Exchange approval. The Plan includes the ability to issue stock options ("Options"), restricted share units ("RSUs"), performance share units ("PSUs"), and deferred share units ("DSUs"). However, while the Company is listed on the NEX Board of the TSX Venture Exchange (the "Exchange"), the Company (i) is not permitted to grant or issue any Security Based Compensation (as that term is defined in Exchange policies) other than Options, and (ii) may not grant Options to any person providing Investor Relations Activities (as that term is defined in Exchange policies), promotional or market-making services.

Pursuant to the Plan, the aggregate number of Shares reserved for issuance in respect of Options shall not exceed 10% percent of the then issued and outstanding Common Shares of the Company at the time an Option is granted. Upon the Company's graduation from the NEX Board to the TSX Venture Exchange, the aggregate number of Shares issuable in respect of RSUs, PSUs and DSUs is proposed to be 2,893,560 Shares.

The Plan replaced the Company's previous amended and restated 2016 stock option plan and any Options outstanding under the superseded stock option plan or previous equity plans will be governed by the Plan.

Following this grant of Options, the Company currently has 3,199,000 Options outstanding, leaving 4,560 Options available for grant under the Plan.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

We seek Safe Harbor.