Mr. John Proust reports

LINCOLN VENTURES LTD. ANNOUNCES UPDATES ON ACQUISITION OF CLEAR HILLS LITHIUM PROJECT AND PREPARATION OF 43-101 REPORT

Further to Lincoln Ventures Ltd.'s news release dated Nov. 30, 2023, the company has provided an update on the acquisition transaction with Prism Diversified Ltd. for the Clear Hills lithium project in Alberta.

Transaction update

The company and Prism continue to work toward completion of the transaction, which will result in Lincoln acquiring a 100-per-cent legal and beneficial interest in the property for consideration of 29,136,471 postconsolidated Lincoln common shares to Prism, at a deemed price of 50 cents per Lincoln postconsolidated share, for approximate consideration of $14,568,236. In connection with the transaction, Lincoln will complete a consolidation of all of its issued and outstanding shares on a 1:3.27 basis. On closing of the transaction, Lincoln will change its name to LithAlta Projects Ltd. (the resulting issuer). Subject to final approval of the TSX Venture Exchange, it is anticipated that the common shares of LithAlta will be listed for trading on the TSX-V under the symbol LAP and LithAlta will be listed on the TSX-V as a Tier 2 mining issuer.

The board of directors of LithAlta is expected to be composed of John Proust, Murray Flanigan, John Merritt and Chase Edgelow, and management of LithAlta is expected to be composed of John Merritt as chief executive officer, Vince Boon as chief financial officer and Eileen Au as corporate secretary. Brief biographies of the proposed directors and officers are included in this news release under the heading "resulting issuer directors and management." Additionally, on closing of the transaction, Prism (a private company incorporated and located in Alberta) will be an insider of LithAlta by virtue of controlling approximately 64.89 per cent of the shares of LithAlta on a non-diluted basis. Prism's LithAlta shares will be held in escrow and released pursuant to the terms of a TSX-V Tier 2 surplus escrow agreement.

As consideration for sourcing the transaction, on closing, the company anticipates paying a finders' fee of 740,000 common shares of the resulting issuer and $80,000 to an arm's-length finder.

The company has submitted a draft disclosure document and draft National Instrument 43-101 compliant technical report to the TSX-V. Closing of the transaction remains subject to several conditions, including, but not limited to, approval by the TSX-V and the company's completion of concurrent financings for total proceeds of not less that $2.5-million.

The property

The property consists of 30 largely contiguous Alberta metallic and industrial mineral permits covering 258,039 hectares in northwestern Alberta. These large tracts of permits overlie aquifers with the potential to produce lithium-bearing formation brine.

Key highlights from the draft NI 43-101 report:

• Inferred mineral resources estimate of the property, estimated in accordance with NI 43-101 and Canadian Institute of Mining, Metallurgy and Petroleum definition standards (2014), and CIM (2012, 2019) and Ontario Securities Commission (2011) guidance, includes approximately 14.2 billion cubic metres of brine with an estimated average associated lithium concentration of 72 milligrams/litre. Total lithium carbonate equivalent tonnage is estimated to be 5.5 million tonnes of lithium carbonate equivalent from the Devonian-aged Leduc formation.
• The Leduc formation is a suitable candidate to deliver the necessary volumes and associated production rates required for a potential future subsurface lithium-enriched brine extraction development project at the property (this is based on the historical production of Leduc formation wells, previously drilled by the oil and gas industry).
• The property is located near Grande Prairie, Alta., benefiting from general services available in addition to key industrial materials and qualified personnel associated with drilling, completion, testing and production operations required for subsurface brine exploration and development.

Once finalized, the company intends to publish the draft NI 43-101 report on its SEDAR+ profile and will release a further news release once it has done so. The draft NI 43-101 report was prepared by Subsurface Dynamics Inc. of Calgary, Alta., and is authored by Dmitry Deryushkin, PGeo, and Jesse Williams-Kovacs, PEng, each of whom is a qualified person for the purposes of NI 43-101, independent of the company, and has reviewed the technical and scientific information contained in this news release.

The financings

In connection with the transaction, the company will conduct the financings in two phases, phase 1 and phase 2.

Phase 1: The company will conduct a private placement financing of subscription receipts for minimum proceeds of $1,103,000 at 50 cents per subscription receipt. Each subscription receipt issued in phase 1 will be converted into one unit of the company, without further consideration or action by the subscribers, within 10 business days of the company's receipt of an invoice from the Alberta government to pay permitting costs on the property.

Each unit will comprise one postconsolidated common share and one common share purchase warrant. Each warrant will be exercisable for one additional postconsolidated common share at 50 cents for a period of 12 months from the date of issuance until the transaction closes, at which point the exercise period will be extended to 18 months from the date of issuance.

Subject to TSX-V approval, it is anticipated that phase 1 will close prior to closing of the transaction and that a maximum of $903,000 raised in phase 1 will be advanced to Prism as a secured loan to pay the invoice and maintain the property in good standing.

Phase 2: The company will conduct a second private placement financing of subscription receipts for minimum proceeds, when combined with phase 1, of $2.5-million (with maximum combined proceeds of up to $3.5-million) at 50 cents per subscription receipt. Each subscription receipt issued in phase 2 will be converted into one common share of the resulting issuer, without further consideration or action by the subscribers, on closing of the transaction.

All securities issued in the financings will be subject to a four-month hold period in accordance with Canadian securities laws. In connection with the financings, the company may pay finder's fees of up to 6 per cent in cash and 6 per cent in finder's warrants from the sale of subscription receipts to third parties sourced by finders.

Resulting issuer directors and management

The following are brief biographies of the proposed directors and executive officers of LithAlta:

Mr. Merritt -- chief executive officer and director

Originally from the United Kingdom, Mr. Merritt brings 35 years of managerial and entrepreneurial experience, including a successful military career and founding companies across three sectors. Whilst in London, Mr. Merritt worked in capital markets with Evolution Group and in program management with Cisco Systems. A planning and operations expert, he holds a BSc in economics (honours), an MBA (management of technology), PMP, Lean Six Sigma and LEED AP certifications.

Mr. Proust -- chairman and director

Mr. Proust is a lifelong entrepreneur and has been an active participant in the Canadian capital markets for more than 30 years. An independent businessman, Mr. Proust is a founder, builder, financier and principal shareholder of numerous public and private resource-based companies. He holds and has held senior operating roles and board positions of public companies on the TSX Venture Exchange, Canadian Stock Exchange (CSE), Johannesburg Stock Exchange (JSE) and Alternative Investment Market (AIM). Mr. Proust is currently chairman and CEO of Japan Gold Corp., chairman and CEO of Southern Arc Minerals Inc., and a director of Rise Gold Corp. Mr. Proust is a graduate of The Directors College, Michael G. De Groote School of Business at McMaster University and holds the designation of chartered director (CDir).

Mr. Flanigan -- director

Mr. Flanigan is a management consultant providing financial advisory services to several public and private mining and technology companies in North America and abroad. Mr. Flanigan is a chartered professional accountant and a chartered financial analyst with expertise in corporate finance, mergers and acquisitions, international taxation, risk management, banking, treasury, corporate restructuring, and accounting, and has served as chief financial officer for various public and private companies. Mr. Flanigan is formerly a managing principal and the CFO of Kepis & Pobe Financial Group Inc., where he was responsible for all aspects of the company's accounting, financing, treasury, tax and legal affairs, including overseeing the company's corporate development activities. Prior to founding his own consulting company, Mr. Flanigan served as senior vice-president, corporate development, and CFO of Qwest Investment Management Corp., where he was responsible for regulatory reporting and corporate filings for over 15 private and publicly listed companies and limited partnerships in Qwest's portfolio, as well as arranging and closing numerous equity and debt financings. Mr. Flanigan also served as vice-president, corporate development, for Adelphia Communications Corp., overseeing the company's financial restructuring and ultimate sale to Time Warner Inc. and Comcast Corp. for approximately $18-billion (U.S.).

Mr. Edgelow -- director

Mr. Edgelow is a founder and executive, most recently founding EverGen Infrastructure Corp., a TSX-V-listed renewable natural gas infrastructure platform, and serving as the company's CEO and a director from 2020 to late 2023. In 2020, Mr. Edgelow founded Chase Capital, a private advisory and consulting firm in 2020 and is a managing director of the business. Mr. Edgelow's prior experience includes over 12 years at Macquarie Group developing a background of private investment, finance and technical expertise in the renewable energy, resources and infrastructure sectors as an associate director. Mr. Edgelow began his professional career as an engineer managing oil and gas projects in Western Canada with Petro-Canada after graduating from Queens University with a degree in engineering physics. He is a CFA charterholder.

Mr. Boon -- chief financial officer

Mr. Boon is a chartered accountant with over 20 years of professional accounting experience with private and public companies focusing on financial reporting, regulatory compliance, internal control and corporate finance activities. Mr. Boon's experience includes financial reporting for both Canadian and U.S. listed companies with international subsidiaries, strategic planning, tax planning, corporate governance, equity financings and due diligence for acquisitions. As an employee of Portland Management Inc., an organization providing public company management and venture capital to start-up and junior companies, Mr. Boon is also the CFO of Southern Arc Minerals Inc., Japan Gold Corp. and Rise Gold Corp. Mr. Boon holds a bachelor of science degree from the University of British Columbia and is a chartered professional accountant, CPA, CA.

Ms. Au -- corporate secretary

Ms. Au currently serves as corporate secretary to various public and private companies as an employee of Portland Management Inc. Ms. Au has previously worked in the capital markets in Asia for more than 15 years, beginning her career at an international brokerage firm before moving on to regional Asian firms. She is currently also the corporate secretary of Southern Arc Minerals, Japan Gold and Rise Gold. Ms. Au holds a bachelor of science degree from Acadia University.

Summary financial information regarding the property

A summary of the unaudited carve-out financial information for Prism related to the property as at the financial year ended Dec. 31, 2023, is included in the table below, in accordance with TSX-V policies:

Exploration and evaluation assets:  $88,613
Total assets:                       $88,613
Total current liabilities:          $88,613
Total shareholders' equity:             nil   

Shares for debt

It is anticipated that in conjunction with closing of the transaction, the company will settle $110,000 of debt by issuing 220,000 common shares of the resulting issuer at a deemed price of 50 cents per share. The debt is owed to Portland Management (PMI), a company controlled by Mr. Proust, for management fees. The debt settlement is subject to TSX-V acceptance, and shares issued pursuant to the debt settlement will be subject to TSX-V Tier 2 value escrow.

As PMI is controlled by a proposed director of the resulting issuer, the issuance of 220,000 resulting issuer shares to PMI will constitute a related party transaction as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. LithAlta will rely on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 for related party transactions in connection with the debt settlement contained in Section 5.5(b) and Section 5.7(1)(a) of MI 61-101 on the basis that LithAlta will not be listed on specified markets and the fair market value of the securities of LithAlta to be issued to PMI does not exceed 25 per cent of its anticipated market capitalization, as determined in accordance with MI 61-101.

We seek Safe Harbor.