Lincoln Gold Corp - Filing of certain prospectuses and communications in connection with business combination transactions (425)
25 Octubre 2007 - 4:30PM
Edgar (US Regulatory)
Filed by Lincoln Gold Corp.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Lincoln Gold Corp.
Form S-4 Registration Statements
SEC File Nos. 333- 145978 and 333-146871
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325 Tahoe Drive
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Carson City, NV 89703
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Telephone: 604 688 7377
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www.lincolngold.com
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October 25, 2007
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OTCBB: LGCP
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LINCOLN ANNOUNCES CLEARANCE OF REGULATORY
HURDLE IN EFFORT TO CONTINUE INTO CANADA
LINCOLN GOLD CORPORATION (OTCBB:LGCP)
(the Company) is
pleased to announce that the SEC has granted effectiveness to the Companys
recently filed registration statement on Form S4, an important regulatory hurdle
in the Companys plans to continue into Canada as a Canadian Corporation. In
this regard the company must hold a shareholders meeting and have 50% of the
shares vote in favor of this action. The meeting will be held on November
14
th
, 2007 and proxy materials have already been mailed out.
If shareholders approve the continuation, then the Company will
apply to continue into Canada as a Canadian Corporation and will make an
application to be listed on the TSX-Venture Exchange. Shares will continue to be
traded on the OTCBB, but the companys corporate jurisdiction will change to
Canada.
By becoming a Canadian corporation and trading on a Canadian
Exchange, management believes that we will be in a better position to seek
additional financing for the Companys present projects, to seek and acquire new
exploration projects and to gain recognition as a mineral exploration
Company.
LINCOLN GOLD CORPORATION
Paul F. Saxton
President
For more information contact:
Investor Relations:
604-688-7377
www.lincolngold.com
Forward-Looking Statement Disclaimer
This press release includes certain statements that may be
deemed "forward-looking statements. All statements in this release, other than
statements of historical facts, that address continuing to Canada, exchange
listing application, additional financing, seeking and acquiring new projects
and gaining recognition are forward-looking statements. Factors that could cause
actual results to differ materially from those in forward-looking statements
include, but are not limited to, the market price of gold, general economic
conditions, market and business conditions, statements or information with
respect to known or unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements or information. Forward-looking statements or information are subject
to a variety of risks and
uncertainties which could cause actual events or results to
differ from those reflected in the forward-looking statements or information,
including, without limitation, risks and uncertainties relating to the Company's
plans at its mineral properties, the interpretation of drill results and the
estimation of mineral resources and reserves, the geology, grade and continuity
of mineral deposits, the possibility that future exploration, development or
mining results will not be consistent with the Company's expectations, metal
recoveries, accidents, equipment breakdowns, title matters, labor disputes or
other unanticipated difficulties with or interruptions in production and
operations, the potential for delays in exploration or development activities or
the completion of feasibility studies, the inherent uncertainty of production
and cost estimates and the potential for unexpected costs and expenses,
commodity price fluctuations, currency fluctuations, failure to obtain adequate
financing on a timely basis, the effect of hedging activities, including margin
limits and margin calls, regulatory restrictions, including environmental
regulatory restrictions and liability, the speculative nature of mineral
exploration, dilution, competition, loss of key employees.
Investors are cautioned that any such statements are not
guarantees of future performance and that actual results or developments may
differ materially from those projected in the forward-looking statements. In
addition, the Companys business and operations are subject to the risks set
forth in the Companys most recent Form 10-KSB, Form 10-QSB and other SEC
filings which are available through EDGAR at www.sec.gov. These are among the
primary risks we foresee at the present time. The Company assumes no obligation
to update the forward-looking statements.
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