|By Marketwired .||
|November 22, 2012 05:23 PM EST||
VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 11/22/12 -- Lincoln Mining Corporation (TSX VENTURE:LMG) ("Lincoln" or the "Company") is pleased to announce that further to its news release of November 7, 2012, it has closed the transactions with Procon Mining and Tunnelling Ltd. ("Procon") as described below.
Convertible Debenture of $2,300,000
The Company has closed the private placement of a convertible debenture (the "Debenture") by the Company to Procon in an aggregate principal amount of $2,300,000, which is due and payable on November 22, 2015. The Debenture is convertible at any time, in whole or in part at the election of Procon, into up to 23,000,000 common shares of the Company on the basis of one common share for each $0.10 of principal. The Debenture bears interest at the rate of 6% per annum, calculated and payable monthly, on the outstanding principal amount. The Debenture is secured by a general security agreement granted by the Company.
A copy of the Debenture and the general security agreement will be filed under the Company's profile at www.sedar.com.
Private Placements of $1,100,000 and $500,000
The Company has closed the private placement of 22,000,000 common shares of the Company to Procon at a price of $0.05 per share for proceeds of $1,100,000.
The Company also closed a private placement of 10,000,000 common shares of the Company to Prairie Enterprises (Alberta) Inc., a private company controlled by Mr. Edward Yurkowski (who is the CEO, co-founder and a shareholder of Procon), at a price of $0.05 per share for proceeds of $500,000.
At the closing of the private placements, Procon holds approximately 29.0% of the Company's 158,860,203 issued and outstanding shares. On a partially-diluted basis assuming the exercise of the entire principal amount of the Debenture, Procon would hold approximately 37.9% of the Company's outstanding shares.
At the closing of the private placements, Mr. Yurkowski beneficially holds approximately 6.7% of the Company's issued and outstanding shares.
No finders fees or warrants were issued in connection with the private placements. All securities issued or issuable under the private placements (including the Debenture) will be subject to a four month hold period in Canada expiring on March 23, 2013, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
Lincoln intends to use the proceeds raised from the private placements towards the purchase price for the acquisition of the Bell Mountain project (as described in the Company's news release dated September 5, 2012), to advance the work programs on its mineral projects and for general working capital purposes. With the completion of the Procon transactions, closing of the Bell Mountain acquisition is expected to occur by the end of November 2012.
At the closing of the private placements described above and as required by the Procon transactions, three incumbent directors of the Company resigned (Philip Walsh, Michael Price and Robert Elton), and the remaining directors appointed four nominee directors of Procon to the board resulting in Procon nominee directors constituting a majority of the board of directors of the Company. As a result, the board of directors of the Company is now comprised of the following persons:
Paul Saxton (President, CEO and Corporate Secretary) Andrew Milligan (independent director) Robert Cruickshank (independent director) Edward Yurkowski (Procon nominee) James Dales (Procon nominee) Yan Luo (Procon nominee) Yuhang Wang (Procon nominee)
Biographies of the Procon nominee directors were disclosed in the Company's information circular dated September 25, 2012, available on www.sedar.com.
Following closing, the Company's audit committee will be comprised of Andrew Milligan, Robert Cruickshank and James Dales, and the compensation committee will be comprised of Andrew Milligan, Robert Cruickshank and Edward Yurkowski.
The Company would like to thank Messrs. Elton, Price and Walsh for their service and ongoing support.
Pursuant to the terms of the Debenture, for so long as the Debenture is outstanding and held by Procon or an affiliate, the Company has agreed to include a majority of Procon nominee directors in management's list of nominee directors for election by shareholders at annual general meetings or otherwise.
United States Regulatory Filings
Lincoln and Procon intend to prepare and submit regulatory notifications in the US related to the closing of this transaction given Lincoln's US assets.
Lincoln Mining Corp. is a Canadian precious metals exploration and development company with several projects in various stages of exploration and development which include the Pine Grove gold property in Nevada, the Oro Cruz gold property in California and the La Bufa gold-silver property in Mexico. In the United States, the Company operates under its two Nevada subsidiaries Lincoln Gold US Corp. and Lincoln Resource Group Ltd.
On behalf of Lincoln Mining Corporation
Paul Saxton, President & CEO
THIS PRESS RELEASE INCLUDES FORWARD-LOOKING STATEMENTS OR INFORMATION. ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN THIS RELEASE, INCLUDING WITHOUT LIMITATION, STATEMENTS REGARDING FUTURE PLANS AND OBJECTIVES OF LINCOLN IN RELATION TO THE PROCON AND BELL MOUNTAIN TRANSACTIONS ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE VARIOUS RISKS AND UNCERTAINTIES. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL PROVE TO BE ACCURATE AND ACTUAL RESULTS AND FUTURE EVENTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN SUCH STATEMENTS. IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THE COMPANY'S PLANS OR EXPECTATIONS INCLUDE THE RISK THAT THE COMPANY WILL NOT RECEIVE ALL NECESSARY UNITED STATES REGULATORY APPROVALS IN RELATION TO THE PROCON AND BELL MOUNTAIN TRANSACTIONS AS PLANNED, OR THAT THE NECESSARY APPROVALS WILL REQUIRE MODIFICATIONS TO THE TERMS OF THE TRANSACTIONS; US REGULATORY REVIEW OF THE PROCON AND BELL MOUNTAIN TRANSACTIONS MAY RESULT IN REGULATORY ORDERS OR OTHER ACTION THAT MAY HAVE AN ADVERSE EFFECT ON THE BUSINESS, OPERATIONS OR ASSETS OF THE COMPANY IN THE UNITED STATES; THE RISK THAT ACTUAL RESULTS OF FUTURE EXPLORATION WORK, INCLUDING DRILL RESULTS AND RESULTS OF ENGINEERING AND METALLURGICAL STUDIES, WILL NOT SUPPORT THE COMPANY'S PLANS TO ADVANCE ITS NEVADA PROJECTS; THE UNCERTAINTY OF THE GEOLOGY, GRADE AND CONTINUITY OF MINERAL DEPOSITS (INCLUDING IN RESPECT OF THE BELL MOUNTAIN PROPERTY) AND THE RISK OF UNEXPECTED VARIATIONS IN MINERAL RESOURCES, GRADE AND/OR RECOVERY RATES; COST OVERRUNS AND PROJECT DELAYS; AVAILABILITY OF CAPITAL AND FINANCING REQURIED TO ADVANCE THE COMPANY'S PROJECTS; GENERAL ECONOMIC, MARKET OR BUSINESS CONDITIONS; FLUCTUATING METAL PRICES; REGULATORY CHANGES; TIMELINES OF GOVERNMENT OR REGULATORY APPROVALS AND OTHER RISKS DETAILED HEREIN AND FROM TIME TO TIME IN THE FILINGS MADE BY THE COMPANY. THE COMPANY MAKES ALL REASONABLE EFFORTS TO UPDATE ITS CORPORATE MATERIAL, DOCUMENTATION AND FORWARD-LOOKING INFORMATION ON A TIMELY BASIS.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Lincoln Mining Corporation
Connected devices and the Internet of Things are getting significant momentum in 2014. In his session at Internet of @ThingsExpo, Jim Hunter, Chief Scientist & Technology Evangelist at Greenwave Systems, examined three key elements that together will drive mass adoption of the IoT before the end of 2015. The first element is the recent advent of robust open source protocols (like AllJoyn and WebRTC) that facilitate M2M communication. The second is broad availability of flexible, cost-effective ...
Nov. 26, 2014 11:45 PM EST Reads: 1,106
How do APIs and IoT relate? The answer is not as simple as merely adding an API on top of a dumb device, but rather about understanding the architectural patterns for implementing an IoT fabric. There are typically two or three trends: Exposing the device to a management framework Exposing that management framework to a business centric logic Exposing that business layer and data to end users. This last trend is the IoT stack, which involves a new shift in the separation of what stuff happe...
Nov. 26, 2014 11:30 PM EST Reads: 990
The Internet of Things will put IT to its ultimate test by creating infinite new opportunities to digitize products and services, generate and analyze new data to improve customer satisfaction, and discover new ways to gain a competitive advantage across nearly every industry. In order to help corporate business units to capitalize on the rapidly evolving IoT opportunities, IT must stand up to a new set of challenges. In his session at @ThingsExpo, Jeff Kaplan, Managing Director of THINKstrateg...
Nov. 26, 2014 09:00 PM EST Reads: 1,043
We are reaching the end of the beginning with WebRTC, and real systems using this technology have begun to appear. One challenge that faces every WebRTC deployment (in some form or another) is identity management. For example, if you have an existing service – possibly built on a variety of different PaaS/SaaS offerings – and you want to add real-time communications you are faced with a challenge relating to user management, authentication, authorization, and validation. Service providers will w...
Nov. 26, 2014 07:00 PM EST Reads: 1,028
Cultural, regulatory, environmental, political and economic (CREPE) conditions over the past decade are creating cross-industry solution spaces that require processes and technologies from both the Internet of Things (IoT), and Data Management and Analytics (DMA). These solution spaces are evolving into Sensor Analytics Ecosystems (SAE) that represent significant new opportunities for organizations of all types. Public Utilities throughout the world, providing electricity, natural gas and water,...
Nov. 26, 2014 06:00 PM EST Reads: 1,043
"Matrix is an ambitious open standard and implementation that's set up to break down the fragmentation problems that exist in IP messaging and VoIP communication," explained John Woolf, Technical Evangelist at Matrix, in this SYS-CON.tv interview at @ThingsExpo, held Nov 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA.
Nov. 26, 2014 05:45 PM EST Reads: 978
Want to enable self-service provisioning of application environments in minutes that mirror production? Can you automatically provide rich data with code-level detail back to the developers when issues occur in production? In his session at DevOps Summit, David Tesar, Microsoft Technical Evangelist on Microsoft Azure and DevOps, will discuss how to accomplish this and more utilizing technologies such as Microsoft Azure, Visual Studio online, and Application Insights in this demo-heavy session.
Nov. 26, 2014 04:45 PM EST Reads: 721
When an enterprise builds a hybrid IaaS cloud connecting its data center to one or more public clouds, security is often a major topic along with the other challenges involved. Security is closely intertwined with the networking choices made for the hybrid cloud. Traditional networking approaches for building a hybrid cloud try to kludge together the enterprise infrastructure with the public cloud. Consequently this approach requires risky, deep "surgery" including changes to firewalls, subnets...
Nov. 26, 2014 04:45 PM EST Reads: 708
DevOps is all about agility. However, you don't want to be on a high-speed bus to nowhere. The right DevOps approach controls velocity with a tight feedback loop that not only consists of operational data but also incorporates business context. With a business context in the decision making, the right business priorities are incorporated, which results in a higher value creation. In his session at DevOps Summit, Todd Rader, Solutions Architect at AppDynamics, discussed key monitoring techniques...
Nov. 26, 2014 04:45 PM EST Reads: 719
The Internet of Things will greatly expand the opportunities for data collection and new business models driven off of that data. In her session at @ThingsExpo, Esmeralda Swartz, CMO of MetraTech, discussed how for this to be effective you not only need to have infrastructure and operational models capable of utilizing this new phenomenon, but increasingly service providers will need to convince a skeptical public to participate. Get ready to show them the money!
Nov. 26, 2014 04:00 PM EST Reads: 1,079
One of the biggest challenges when developing connected devices is identifying user value and delivering it through successful user experiences. In his session at Internet of @ThingsExpo, Mike Kuniavsky, Principal Scientist, Innovation Services at PARC, described an IoT-specific approach to user experience design that combines approaches from interaction design, industrial design and service design to create experiences that go beyond simple connected gadgets to create lasting, multi-device exp...
Nov. 26, 2014 03:45 PM EST Reads: 1,033
P2P RTC will impact the landscape of communications, shifting from traditional telephony style communications models to OTT (Over-The-Top) cloud assisted & PaaS (Platform as a Service) communication services. The P2P shift will impact many areas of our lives, from mobile communication, human interactive web services, RTC and telephony infrastructure, user federation, security and privacy implications, business costs, and scalability. In his session at @ThingsExpo, Robin Raymond, Chief Architect...
Nov. 26, 2014 02:00 PM EST Reads: 1,498
High-performing enterprise Software Quality Assurance (SQA) teams validate systems that are ready for use - getting most actively involved as components integrate and form complete systems. These teams catch and report on defects, making sure the customer gets the best software possible. SQA teams have leveraged automation and virtualization to execute more thorough testing in less time - bringing Dev and Ops together, ensuring production readiness. Does the emergence of DevOps mean the end of E...
Nov. 25, 2014 11:30 PM EST Reads: 1,171
Scott Jenson leads a project called The Physical Web within the Chrome team at Google. Project members are working to take the scalability and openness of the web and use it to talk to the exponentially exploding range of smart devices. Nearly every company today working on the IoT comes up with the same basic solution: use my server and you'll be fine. But if we really believe there will be trillions of these devices, that just can't scale. We need a system that is open a scalable and by using ...
Nov. 25, 2014 09:30 PM EST Reads: 1,254
The Internet of Things is tied together with a thin strand that is known as time. Coincidentally, at the core of nearly all data analytics is a timestamp. When working with time series data there are a few core principles that everyone should consider, especially across datasets where time is the common boundary. In his session at Internet of @ThingsExpo, Jim Scott, Director of Enterprise Strategy & Architecture at MapR Technologies, discussed single-value, geo-spatial, and log time series dat...
Nov. 25, 2014 09:30 PM EST Reads: 1,303