Lincoln Gold Mining Inc. — Remuneration Information 2021

Jun 5, 2021

Form 51-102F6V

STATEMENT OF EXECUTIVE COMPENSATION

(for the year ended December 31, 2020)

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LINCOLN GOLD MINING INC.

(“Lincoln” or the “Company”) Suite 400 – 789 West Pender Street Vancouver, BC V6C 1H2

Telephone: 604-688-7377 Email: info@lincolnmining.com

COMPENSATION DISCUSSION AND ANALYSIS

Definitions

For the purposes of this Statement of Executive Compensation, the following definitions will apply:

“CEO” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“CFO” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“NEO” or “Named Executive Officer” means each of the following individuals:

• (i) a CEO and or a CFO;

• (ii) each of the three mostly highly compensated executive officers of the Company, including any of its subsidiaries, or the three mostly highly compensated individuals acting in a similar capacity, other than the CEO or CFO at the end of the most recently completed financial year and whose total compensation was, individually, more than $150,000 as determined in accordance with applicable securities laws; and

• (iii) each individual who would be a NEO under paragraph (ii) but for the fact that the individual was neither an executive officer of the Company, nor acting in a similar capacity at the end of the most recently completed financial year.

Based on the foregoing definitions, during the last completed fiscal year of the Company, Lincoln had three NEOs, namely, Paul Saxton, President, CEO and Secretary, Eugene Beukman, Chief Financial Officer (until June 2020), Dong Shim, Chief Financial Officer (from June 2020 to present).

Compensation Philosophy and Objectives

The board of directors of the Company (the " Board ") has the primary responsibility for developing executive compensation strategies for the Company.

The Company does not have a formal compensation program. The Board determines management compensation, without reference to formal objectives, criteria or analysis. The general objectives of the Company's compensation strategy are to:

(a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long-term shareholder value;

(b) align management's interests with the long-term interest of shareholders;

(c) provide a compensation package that is commensurate with other junior mineral exploration companies to enable the Company to attract and retain talent; and

(d) to ensure that the total compensation package is designed in a manner that takes into account the constraints that the Company is under by virtue of the fact that it is a natural resource company without a history of earnings. The Board ensures that total compensation paid to all Named Executive Officers, as hereinafter defined, is fair and reasonable. The Board relies on the experience of its members in assessing compensation levels.

The Board does not benchmark its executive compensation practices, but from time to time reviews the compensation practices of companies of similar size and stage of development to ensure that the compensation paid is competitive within the Company's industry and geographic location while taking into account the financial and other resources of the Company.

Analysis of Elements

Base salary will be used to provide the Named Executive Officers a set amount of money during the year with the expectation that each Named Executive Officer will perform his responsibilities to the best of his ability and in the best interests of the Company.

The Company considers the granting of incentive stock options to be a significant component of executive compensation as it allows the Company to reward each Named Executive Officer's efforts to increase value for shareholders without requiring the Company to use cash from its treasury. Stock options are generally awarded to directors, officers, consultants and employees at the commencement of employment and periodically thereafter. The terms and conditions of the Company's stock option grants, including vesting provisions and exercise prices, are governed by the terms of the Company's stock option plan.

Option-Based Awards

The Company's stock option plan will be used to provide share purchase options which are granted in consideration of the level of responsibility of the executive as well as his or her impact or contribution to the longer-term operating performance of the Company. The Board has the responsibility to administer the compensation policies related to the executive management of the Company, including option-based awards. See also "Approval and Ratification of Stock Option Plan" below.

In determining the number of options to be granted to the executive officers, the Board takes into account the number of options, if any, previously granted to each executive officer, and the exercise price of any outstanding options to ensure that such grants are in accordance with the policies of the TSXV, and closely align the interests of the executive officers with the interests of shareholders.

In monitoring or adjusting the option allotments, the Board takes into account its own observations on individual performance (where possible) and its assessment of individual contribution to shareholder value, previous option grants and the objectives set for the Named Executive Officers and the Board. The scale of options is generally commensurate to the appropriate level of base compensation for each level of responsibility. In addition to determining the number of options to be granted pursuant to the methodology outlined above, the Board also makes the following determinations:

• parties who are entitled to participate in the stock option plan;

• the exercise price for each stock option granted, subject to the provision that the exercise

• price cannot be lower than a prescribed discount permitted by the TSXV from the market price on the date of grant;

• the date on which each option is granted;

• the vesting period, if any, for each stock option;

• the other material terms and conditions of each stock option grant; and

• any re-pricing or amendment to a stock option grant.

The Board makes these determinations subject to and in accordance with the provisions of the Company's stock option plan and the policies of the TSXV. The Board reviews and approves grants of options on an annual basis and periodically during a financial year.

Assessment of Risks Associated with Compensation Policies and Practices

As a result of the Company's small size and limited executive pool, the Company's process for determining executive compensation is relatively simple and does not include formal targets, criteria or analysis. The Board has the responsibility of assessing risk as it pertains to the Company's compensation strategy. The Board has determined that, as at the date of this Information Circular, there are no identified risks arising from the Company's compensation policies and practices that are reasonably likely to have a material adverse effect on the Company. In reaching this determination, the Board considered, for example, that the Company's compensation practices and policies do not include structural inconsistencies that are likely to unduly encourage or cause an executive officer to expose the Company to inappropriate or excessive risks.

The Company has not adopted a policy forbidding directors or officers from purchasing financial instruments that are designed to hedge or offset a decrease in market value of the Company’s securities granted as compensation or held, directly or indirectly, by directors or officers. The Company is not, however, aware of any directors or officers having entered into this type of transaction.

Compensation Governance

The Board oversees and recommends the compensation for the Company’s executive officers. The Board also oversees the Company’s general compensation and benefits policies taking into consideration compensation paid for directors and senior officers of companies of similar size and stage of development in the mineral exploration and development industry and determines appropriate compensation that reflects the time and effort expended by the directors and senior officers, while taking into account financial and other resources of the Company.

A compensation consultant or advisor has not been retained, at any time since the Company's most recently completed financial year, to assist the Board in determining compensation for any of the Company's directors or executive officers.

Summary Compensation Table Excluding Compensation Securities

The following table (presented in accordance with Form 51-102F6V - Statement of Executive Compensation – Venture Issuers (“ Form 51-102F6V ”)) sets forth all annual compensation for services in all capacities to the Company for the two most recently completed financial years of the Company ending on December 31, 2020 (to the extent required by Form 51102F6V) in respect of the directors of the Company and each of the individuals comprised of the Chief Executive Officer and the Chief Financial Officer, who acted in such capacity for all or any portion of the most recently completed financial year, and each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity (other than the Chief Executive Officer and the Chief Financial Officer), as at December 31, 2020 whose total compensation was, individually, more than $150,000 for the financial year and any individual who would have satisfied these criteria but for the fact that individual was neither an executive officer of the Company, nor acting in a similar capacity, at the end of the most recently completed financial year (collectively the " Named Executive Officers " or " NEOs ").

NEO Name and Principal Position	Year	Salary, Consulting Fee, Retainer or Commission ($)	Bonus ($)	Committee or Meeting Fees ($)	Value of Perquisites ($)	Value of All Other Compensation ($)	Total Compensation Accrued ($)
Paul Saxton President & CEO	2020	Nil	Nil	Nil	Nil	108,000 (1)	108,000
	2019	Nil	Nil	Nil	Nil	108,000 (2)	108,000

Dong Shim CFO (June 2020 to present)	2020	Nil	Nil	Nil	Nil	$24,500(4)	$24,500
Eugene Beukman CFO (March 2014 to June 2020)	2020	Nil	Nil	Nil	Nil	$30,000	$30,000
	2019	Nil	Nil	Nil	Nil	60,000(3)	60,000
Andrew Milligan Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Ronald Coombes Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Shing Lee Director (appointed March 2019)	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil
Kevin Nishi Director (resigned February 2019)	2020	Nil	Nil	Nil	Nil	Nil	Nil
	2019	Nil	Nil	Nil	Nil	Nil	Nil

(1) This amount represents management fees accrued (but not invoiced or paid) to Bromley Resources Ltd., a company owned by Mr. Saxton, for the period from January 1, 2020 to December 31, 2020.

(2) This amount represents management fees accrued (but not invoiced or paid) to Bromley Resources Ltd., a company owned by Mr. Saxton, for the period from January 1, 2019 to December 31, 2019.

(3) This amount represents management fees accrued to Pender Street Corporate Consulting Ltd., a company owned by Mr. Beukman, for the period from January 1, 2019 to December 31, 2019

(4) This amount represents management fees accrued to Shim & Associates LLP, a company controlled by Dong Shim

Bromley Resources Ltd., a private company owned by Paul Saxton, entered into an executive consulting agreement with the Company effective August 18, 2009 for a term of five years and was subsequently renewed under the same terms in August 2019. Pursuant to the agreement, Mr. Saxton provides management and administration services and acts as the President, Chief Executive Officer and Secretary of the Company for an annual fee of $108,000 with such yearly increases as approved by the Board. Mr. Saxton has not invoiced the Company for his services and his annual fee is accrued to Bromley Resources Ltd.

Pender Street Corporate Consulting Ltd., a private company owned by Eugene Beukman, entered into a contract for management, accounting and administrative services with the Company effective September 8, 2009, as amended January 1, 2014 for a monthly fee of $5,000.00 per month. The services agreement will automatically renew for a 12-month term until either party gives ninety (90) days’ notice of non-renewal, in which case it shall terminate. Mr. Beukman resigned effective June 1, 2020 and the contract was terminated.

Shim & Associates LLP, a private company controlled by Dong Shim, entered into a contract for management, accounting and administrative services with the Company effective June 1, 2020 for a monthly fee of $3,500 per month. The services agreement is on a month to month basis and will remain in effect until either party gives sixty (60) days’ notice of termination.

See also "Termination and Change of Control Benefits" below.

Stock Option Plans and Incentive Plans

Narrative Discussion

The Company does not have any incentive plans, pursuant to which compensation that depends on achieving certain performance goals or similar conditions within a specified period is awarded, earned, paid or payable to the Named Executive Officer, other than the Company's Stock Option Plan which may be considered to be an "incentive plan" within the meaning of Form 51-102F6V.

The Company has no arrangements, standard or otherwise, pursuant to which directors are compensated by the Company or its subsidiaries for their services in their capacity as directors, or for committee participation, involvement in special assignments or for services as consultant or expert during the most recently completed financial year or subsequently, up to and including the date of this Information Circular, except as set forth below.

The Company has a Stock Option Plan for the granting of incentive stock options to the directors, officers, employees or consultants. The purpose of granting such options is to assist the Company in compensating, attracting, retaining and motivating the directors of the Company and to closely align the personal interests of such persons to that of the shareholders.

During the year ended December 31, 2020, 2,450,000 stock options were granted and no stock options have been exercised. Also, there was no re-pricing of stock options under the Stock Option Plan or otherwise during the Company’s completed financial year ended December 31, 2020. As of the date of this Information Circular, no new stock options have been granted to directors or Named Executive Officers.

Outstanding Option-Based Awards and Share-Based Awards

The following table sets forth information concerning all awards outstanding at the end of the most recently completed financial year under incentive plans of the Company, including awards granted before the most recently completed financial year, to the NEOs and directors who are not NEOs:

		Option-Based Awards	Option-Based Awards		Share-Based Awards	Share-Based Awards
Name	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Value of Unexercised In-The-Money Options(1) ($)	Number of Shares or Units of Shares that Have Not Vested (#)	Market or Payout Value of Share- Based Awards that Have Not Vested ($)
Paul Saxton CEO	430,000	$0.30	Aug 17, 2025	Nil	N/A	N/A
Eugene Beukman CFO (March 2014 – June 2020	Nil	N/A	N/A	Nil	N/A	N/A
Dong Shim CFO (June 2020 – present)	125,000	$0.30	Aug 17, 2025	Nil	N/A	N/A
Andrew Milligan Director	120,000	$0.30	Aug 17, 2025	Nil	N/A	N/A
Ronald Coombes Director	200,000	$0.30	Aug 17, 2025	Nil	N/A	N/A
Shing Lee Director	200,000	$0.30	Aug 17, 2025	Nil	N/A	N/A

(1) This amount is calculated based on the difference between the market value of the securities underlying the options at the end of the most recently completed financial year, being $0.125 (which represents the closing price of the shares on the TSXV on December 31, 2020) and the exercise or base price of the option.

Employee, Consulting and Management Agreements

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to the Named Executive Officers at, following, or in connection with retirement.

Termination and Change of Control Benefits

Except as discussed below, the Company does not have any contract, agreement, plan or arrangement that provides for payments to a Named Executive Officer following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the Company or its subsidiaries, or a change in a NEO’s responsibilities.

Pursuant to Mr. Saxton's consulting agreement, in the event that Mr. Saxton is terminated for any reason other than just cause, he is entitled to a severance payment of up to one year's base fee, depending on length of service. If Mr. Saxton is terminated in the event of a change of control of the Company, or he terminates his engagement within 90 days after the occurrence of a change of control of the Company, Mr. Saxton is entitled to a severance payment of three times his annual base fee. Under the terms of Mr. Saxton's consulting agreement, the estimated incremental payment upon termination by the Company on a change of control of the Company, is that on termination Mr. Saxton is entitled to receive approximately $330,000, based upon an amount equal to three times his base fee plus $6,000 estimated for amounts owed in respect of accrued health insurance benefits.