Mr. John Proust reports

LINCOLN VENTURES LTD. ANNOUNCES PROPOSED ACQUISITION

Lincoln Ventures Ltd. has entered into a binding letter agreement dated Nov. 15, 2023, with Prism Diversified Ltd. to acquire Prism's lithium assets and landholdings located in Alberta, Canada. The LOI (letter of intent) sets out the general framework for the acquisition and related transactions and adjustments may be made to the valuation of the assets prior to closing. On closing of the transaction, Lincoln intends to change its name to LithAlta Projects Ltd. Lincoln and Prism are arm's-length parties.

Trading in the common shares of Lincoln was halted on Nov. 16, 2023, and will remain halted pending completion of the transaction and the company's receipt of TSX Venture Exchange's approval. It is anticipated that following the closing of the transaction, the company's common shares will trade on the TSX-V. Lincoln will issue a comprehensive press release once the parties execute a definitive agreement.

Summary of the transaction

Acquisition

In connection with the acquisition, Lincoln will consolidate its common shares on a 1:3.03 basis (such shares after giving effect to the consolidation, the Lincoln consolidated shares). All of the existing outstanding stock options and Class B shares of Lincoln will be subject to the same consolidation ratio. Lincoln will acquire the assets from Prism by issuing 29,118,291 of the Lincoln consolidated shares to Prism, at a deemed price of 50 cents per Lincoln consolidated share, for approximate consideration of $14,559,145.

Private placement

In connection with the acquisition, and prior to closing of the transaction, Lincoln will use reasonable commercial efforts to complete a private placement financing of up to seven million Lincoln consolidated shares, at 50 cents per share, for total proceeds of not less than $2.5-million. Further particulars regarding the private placement will be disclosed in a subsequent news release.

Finders' fees

Upon completion of the transaction, Lincoln will pay a finders' fee of 200,000 Lincoln consolidated shares to one finder.

On closing of the transaction (including the private placement and payment of the finders' fees), it is anticipated that the resulting issuer will have approximately 46,877,161 common shares issued and outstanding, of which 10,758,870 (approximately 22.95 per cent) will be held by existing Lincoln shareholders (along with the finder), 29,118,291 (approximately 62.12 per cent) will be held by Prism and seven million (approximately 14.93 per cent) will be held by participants from the private placement.

Reconstitution of the board and management of the resulting issuer

On closing of the transaction, the board of directors of the resulting issuer is expected to be composed of John Proust, Murray Flanigan and John Merritt, and management of the resulting issuer is expected to be composed of Mr. Merritt as chief executive officer, Vince Boon as chief financial officer and Eileen Au as corporate secretary.

Resale restrictions

Upon completion of the transaction, common shares of the resulting issuer held by individuals or entities who are principals of the resulting issuer will be placed in escrow pursuant to the policies of the TSX-V, under the terms of a Tier 2 surplus security escrow agreement.

Common shares of the resulting issuer issued in connection with the transaction may be subject to the TSX-V's seed share resale restrictions. In addition, a portion of the common shares of the resulting issuer that are issued to Prism pursuant to the acquisition are anticipated to be subject to additional voluntary pooling restrictions with release terms more restrictive than, and which will run concurrently with, those imposed by the Tier 2 surplus security escrow agreement or the seed share resale restrictions. In particular, 35 per cent of the pooled shares will be released (in 5-per-cent tranches every six months, with the first release occurring upon completion of the transaction) over a period of three years, and 65 per cent of the pooled shares will be released based on the resulting issuer meeting certain targets. Additional details of the voluntary pooling restrictions will be set out in a disclosure document.

Conditions to closing

The closing of the transaction is subject to various conditions, including the parties negotiating and entering into a definitive agreement, obtaining the approval of their respective shareholders, if required, and obtaining all required regulatory and stock exchange approvals. In addition, the closing of the transaction is subject to Lincoln completing the private placement.

Disclosure document

A disclosure document in respect of the transaction will be prepared, sent to Lincoln and Prism, and filed on SEDAR+ in accordance with TSX-V policies. A press release will be issued by Lincoln once the disclosure document has been filed on SEDAR+.

Shareholder approval

At this time and in accordance with the policies of the TSX-V, the company does not anticipate seeking shareholder approval for the transaction as the transaction is not a related party transaction, the company is listed on the NEX without active operations, the issuer is not subject to a cease trade order, and shareholder approval is not required under applicable corporate and securities laws.

We seek Safe Harbor.