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ARRANGEMENT AGREEMENT

THIS AGREEMENT dated for reference the 15th day of
January, 2009.

BETWEEN:

LPT CAPITAL LTD., a
company duly incorporated under the laws of the Province of British Columbia
and having its head office at 1383 Marinaside Crescent, Suite 805,
Vancouver, British Columbia, V6Z 2W9

(hereinafter referred to as
"LPT")

OF THE FIRST PART

AND:

LINCOLN GOLD
CORPORATION, a corporation duly incorporated under the laws of
Canada and having its head office at 350  885 Dunsmuir Street, Vancouver,
British Columbia, V6C 1N5

(hereinafter referred to as
"Lincoln")

OF THE SECOND PART

AND:

0843037 B.C. LTD., a
company duly incorporated under the laws of the Province of British Columbia
and having an office at 1383 Marinaside Crescent, Suite 805, Vancouver,
British Columbia, V6Z 2W9

(hereinafter referred to as "LPT
Sub")

OF THE THIRD PART

WHEREAS:

A. LPT and Lincoln have agreed pursuant to a letter agreement
dated October 7, 2008 (the "Letter Agreement") to combine their
businesses by way of a plan of arrangement to be carried out under the
arrangement provisions of Part 9, Division 5 of the Business Corporations Act
(British Columbia) on the terms of the Plan of Arrangement annexed hereto as
Exhibit I;

B. Upon the terms and subject to the conditions set out in this
Agreement, the parties hereto intend to propose a statutory plan of arrangement
under Section 288 of the Business Corporations Act (British Columbia) whereby
Lincoln and LPT Sub will merge, on the terms set out in the Plan of Arrangement
on the basis of the following:

| | (a) | Lincoln and LPT Sub will merge and continue as one
      corporation with the same effect as if they were amalgamated under Section
      269 of the Business Corporations Act (British Columbia), and the separate
      legal existence of Lincoln will not cease and Lincoln will survive the
      merger;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                               
| | (b) | the separate legal existence of LPT Sub will cease
      without LPT Sub being liquidated or wound-up;                                                                                                                                                                                                        

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- 2 -

| | (c) | the property and liabilities of LPT Sub will become the
      property and liabilities of Lincoln which will own and hold all property
      and liabilities which Lincoln holds before the Arrangement becomes
      effective and all property and liabilities of LPT Sub, without any
      transfer by Lincoln or LPT Sub of any of its property or
    liabilities;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | the common shares of Lincoln shall be cancelled and the
      holders thereof shall receive shares in the capital of LPT; and                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | LPT will become the holder of all of the outstanding
      securities of the merged company.                                                                                                                                                                                                                                                                            

C. The Arrangement is intended to qualify as a reorganization
under Section 368(a) of the U.S. Internal Revenue Code of 1986, as amended (the
"Code"), and this Agreement is intended to be a "plan of reorganization" within
the meaning of Treasury Regulation Section 1.368 -2(g).

NOW THEREFORE THIS AGREEMENT
WITNESSETH THAT in consideration of the premises and the respective covenants
and agreements herein contained, the parties hereto covenant and agree as
follows:

ARTICLE 1 - INTERPRETATION

1.01 Definitions

In this Agreement and the recitals hereto, unless something in
the subject matter or context is inconsistent therewith:

"Advance" means the sum of $25,000 previously advanced
by LPT to Lincoln pursuant to the Letter Agreement;

"Agreement" means this Arrangement Agreement, including
the Exhibits hereto as the same may be supplemented or amended from time to
time;

"Arrangement" means the arrangement under Part 9,
Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of
Arrangement;

"Arrangement Filings" means the records and information
provided to the Registrar under Section 292(a) of the BCBCA and that the
Registrar requires, and the records filed under Section 292(a) of the BCBCA that
the Registrar requires to give effect to the Arrangement, together with a copy
of the Final Order;

"BCBCA" means the Business Corporations Act (British
Columbia), as now enacted and as amended and the regulations thereto;

"CBCA" means the Canada Business Corporations Act,
R.S.C. 1985, c. C-44, as amended;

"Consolidation" means a consolidation of LPT Shares on
the basis of 1.5 LPT Shares being combined into one (1) LPT common share;

"Continuance" means the continuance of Lincoln under the
BCBCA;

"Court" means the Supreme Court of British Columbia;

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- 3 -

"Debt Settlement" means the agreement by Lincoln with
various creditors of Lincoln to issue or cause to be issued Shares in
satisfaction of up to $1,088,818.53 of indebtedness of Lincoln;

"Effective Date" means the date upon which all
conditions to the completion of the Arrangement as set out in Article 5 of this
Agreement have been satisfied or waived in accordance with this Agreement and
all documents agreed to be delivered thereunder have been delivered to the
satisfaction of the recipient, action reasonably, and on which the Arrangement
Filings are filed with the Registrar;

"Escrowed Shares" means 2,000,000 LPT Shares held
subject to the escrow agreement dated January 16, 2007 among LPT, Olympia Trust
Company and the founding shareholders of LPT;

"Exchange Ratio" has the meaning set forth in Section
1.01 of the Plan of Arrangement;

"Exchange" means the TSX Venture Exchange;

"Final Order" means the order of the Court approving the
Arrangement, as such order may be amended at any time before the Effective Date
or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or
as amended on appeal;

"Information Circular" means the information circular to
be sent to Shareholders of LPT and Lincoln in connection with the Meetings;

"Interim Order" means the interim order of the Court
providing for, among other things, the calling and holding of the Lincoln
Meeting, as the same may be amended;

"Lincoln" means:

|(i)  | prior to the Continuance, Lincoln Gold Corporation, a
      company existing under the CBCA, and
|---- | ------------------------------------------------------------------------------------------------
|     |                                                                                                 
|(ii) | after the Continuance, Lincoln Gold Corporation, a
      corporation continued under the BCBCA, 

as the context requires;

"Lincoln Meeting" means the special meeting of Lincoln
Shareholders to be held to consider and, if thought fit, to approve the
Continuance and the Arrangement, together with such other matters as are
required to effect the Arrangement;

"Lincoln Options" means all incentive stock options
exercisable to acquire Lincoln Shares outstanding immediately prior to the
Effective Date;

"Lincoln Record Date" means the date for determining
Lincoln Shareholders entitled to receive notice of and vote at the Lincoln
Meeting;

"Lincoln Shares" means the common shares in the capital
of Lincoln;

"Lincoln Warrants" means all options, warrants or other
securities convertible or exercisable to acquire Lincoln Shares outstanding
immediately prior to the Effective Date, but excluding Lincoln Options;

"Lincoln's Property Assets" means the property assets or
interests of Lincoln described in the Information Circular including the Pine
Grove property and the Hannah property in Nevada and the La Bufa property in
Mexico;

"LPT" means LPT Capital Ltd., a corporation incorporated
under the BCBCA;

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- 4 -

"LPT Meeting" means the special meeting of LPT
Shareholders to be held to consider and, if thought fit, to approve the
Consolidation together with such other matters as may be required to effect the
Arrangement;

"LPT Options" means all incentive stock options
exercisable to acquire LPT Shares outstanding immediately prior to the Effective
Date;

"LPT Shares" means the common shares in the capital of
LPT prior to giving effect to the Consolidation;

"LPT Sub" means 0843037 B.C. Ltd., a corporation incorporated under the BCBCA;

"LPT Warrants" means all options, warrants or other
securities convertible or exercisable to acquire LPT Shares outstanding
immediately prior to the Effective Date, but excluding LPT Options;

"Meetings" means the LPT Meeting and the Lincoln
Meeting, collectively;

"Name Change" means the change of name of LPT to
"Lincoln Mining Corporation" or such other name as may be agreed upon by LPT and
Lincoln and approved by the Exchange;

"Ordinary Resolution" has the meaning ascribed to that
term in the BCBCA;

"Plan of Arrangement" means the plan of arrangement set
out as Exhibit I hereto and any amendment or variation thereto made in
accordance with Section 6.01 hereof;

"Post Consolidation LPT Shares" means a common share of
LPT after giving effect to the Consolidation;

"Private Placement" means the private placement by LPT
of Post Consolidation LPT Shares and/or such other securities of LPT as may be
agreed to by Lincoln and LPT, raising a minimum of $3,380,000 and up to
$4,000,000 or such other amount as may be agreed to by Lincoln and LPT;

"Registrar" means "registrar" as defined in the
BCBCA;

"Shareholder" or "holder of Shares" includes a
holder of Shares of either Lincoln or LPT, as applicable;

"Shares" means the common shares in the capital of
Lincoln or LPT, and includes Post Consolidation LPT Shares, as the context
requires; and

"Special Resolution" means a resolution passed by a
majority of not less than two-thirds of the votes cast by the shareholders who
voted in respect of that resolution.

|1.02 | Headings
|---- | --------

The division of this Agreement into Articles and Sections and
the insertion of headings are for convenience of reference only and shall not
affect the construction or interpretation of this Agreement. The terms "this
Agreement", "hereof", "hereunder" and similar expressions refer to this
Agreement and not to any particular Article or Section hereof and include any
agreement supplemental hereto. Unless something in the subject matter or context
is inconsistent therewith, references herein to Articles and Sections are to
Articles and Sections of this Agreement.

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- 5 -

|1.03 | Number
|---- | ------

In this Agreement, unless something in the context is
inconsistent therewith, words importing the singular number only shall include
the plural and vice versa, words importing the masculine gender shall include
the feminine and neuter genders and vice versa, words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa.

|1.04 | Date of Any Action
|---- | ------------------

In the event that any date on which any action is required to
be taken hereunder by any of the parties hereto is not a business day in the
place where the action is required to be taken, such action shall be required to
be taken on the next succeeding day which is a business day in such place.

|1.05 | Entire Agreement
|---- | ----------------

This Agreement, together with the agreements and documents
herein and therein referred to, constitute the entire agreement among the
parties pertaining to the subject matter hereof and supersedes the Letter
Agreement and all other prior agreements, understandings, negotiations and
discussions, whether oral or written, among the parties with respect to the
subject matter hereof.

ARTICLE 2 - COMPLETE ARRANGEMENT

|2.01 | Arrangement
|---- | -----------

The parties agree to effect the Arrangement pursuant to the
provisions of Part 9, Division 5 of the BCBCA on the terms and subject to the
conditions contained in this Agreement and the Plan of Arrangement.

|2.02 | Interim Order and Final Order
|---- | -----------------------------

Lincoln and LPT Sub shall, as soon as reasonably practicable,
apply to the Court pursuant to Part 9, Division 5 of the BCBCA, and Section 144
of the CBCA in the case of Lincoln, for the Interim Order providing for, among
other things, the calling and holding of the Lincoln Meeting for the purpose of
considering and, if deemed advisable, approving the Arrangement and for the form
of approval by the shareholders of LPT Sub of the Arrangement. If the approval
of the Arrangement in accordance with the procedures required under the Interim
Order is obtained, thereafter Lincoln and LPT Sub shall take the necessary steps
to submit the Arrangement to the Court and apply for the Final Order in such
fashion as the Court may direct and, as soon as practicable thereafter, and
subject to satisfaction or waiver of any other conditions provided for in
Article Five hereof (other than the filing of the Arrangement Filings), Lincoln
and LPT Sub shall cause to be made the Arrangement Filings.

The parties agree that the Arrangement will be carried out with
the intention that all Shares issued under the Arrangement to the United States
Shareholders of Lincoln will be issued in reliance on the exemption from the
registration requirements of the Securities Act of 1933 (the "1933 Act")
provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10)
Exemption"). In order to ensure the availability of the Section 3(a)(10)
Exemption, the parties agree that the Arrangement will be carried out on the
following basis:

|(a) | the Arrangement will be subject to the approval of the
      Court;                                                                                                         
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                             
|(b) | the Court will be advised as to the intention of the
      parties to rely on the Section 3(a)(10) Exemption prior to the hearing
      required to approve the Arrangement;

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- 6 -

|(c) | the Court will be required to satisfy itself as to the
      fairness of the Arrangement to the Lincoln Shareholders subject to the
      Arrangement;                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(d) | the Court will have determined, prior to approving the
      Arrangement, that the terms and conditions of the exchanges of securities
      under the Arrangement are fair to the Lincoln Shareholders entitled to
      Post Consolidation LPT Shares pursuant to the Arrangement;                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(e) | the order approving the Arrangement that is obtained from
      the Court will expressly state that the Arrangement is approved by the
      Court as being fair to the Lincoln Shareholders entitled to Post
      Consolidation LPT Shares pursuant to the Arrangement;                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(f) | Lincoln will ensure that each Lincoln Shareholder
      entitled to Post Consolidation LPT Shares pursuant to the Arrangement will
      be given adequate notice advising them of their right to attend the
      hearing of the Court to give approval of the Arrangement and providing
      them with sufficient information necessary for them to exercise that
      right; and
|    |                                                                                                                                                                                                                                                                                                                                                                                      
|(g) | the Interim Order will specify that each Lincoln
      Shareholder entitled to Post Consolidation LPT Shares pursuant to the
      Arrangement will have the right to appear before the Court so long as they
      enter an appearance within a reasonable time.                                                                                                                    

|2.03 | LPT Meeting
|---- | -----------

LPT shall: (a) as soon as practicable call and hold the LPT
Meeting for the purpose of considering and, if deemed advisable, approving the
Consolidation and any other matters that may require Shareholder approval under
the BCBCA or the rules and policies of the Exchange; (b) as soon as practicable
apply to the Exchange and diligently seek the approval of the Exchange to the
transaction contemplated by this Agreement; and (c) use its reasonable best
efforts hereof, to consummate the transactions contemplated by this Agreement as
part of LPT's "Qualifying Transaction" under the rules and policies of the
Exchange.

|2.04 | United States Tax Considerations
|---- | --------------------------------

The Arrangement is intended to qualify as a reorganization
under Section 368(a) of the Code and this Agreement is intended to be a "plan of
reorganization" within the meaning of Treasury Regulation Section 1.368 -2(g).
The parties hereto agree to treat the Arrangement as a reorganization within the
meaning of Section 368(a) of the Code for all U.S. federal income tax purposes,
and agree to treat this Agreement as a "plan of reorganization" within the
meaning of Treasury Regulation Section 1.368 -2(g), and to not take any position
on any U.S. tax return or otherwise take any tax reporting position for U.S.
federal income tax purposes inconsistent with such treatment, unless otherwise
required by a "determination" within the meaning of Section 1313 of the Code
that such treatment is not correct. Excluding the transactions contemplated by
this Agreement and the Plan of Arrangement, no party hereto currently has any
intention and at closing will not have any intention to take any action, fail to
take any action, cause any action to be taken or cause any action not to be
taken that could reasonably be expected to prevent the Arrangement from
qualifying as a "reorganization" within the meaning of Section 368(a)(1) of the
Code with respect to Lincoln and the Lincoln Shareholders.

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

|3.01 | Representations and Warranties of LPT
|---- | -------------------------------------

LPT represents and warrants as follows and acknowledges that
Lincoln is relying upon such representations and warranties in connection with
the transactions contemplated herein:

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| | (a) | each of LPT and its wholly owned subsidiary, LPT Sub, is
      a company duly organized, validly existing and in good standing under the
      BCBCA with respect to the filing of annual reports, and has the corporate
      power to own or lease its property and assets and to carry on its business
      as now conducted by it, is duly licensed or qualified as a foreign
      corporation in each jurisdiction in which the character of the property
      and assets now owned by it or the nature of its business as now conducted
      by it requires it to be so licensed or qualified (save where failure to
      have such license or qualification is not in the aggregate material) and
      has the corporate power to enter into this Agreement and perform its
      obligations hereunder;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b) | the authorized capital of LPT consists of an unlimited
      number of LPT Shares of which at January 15, 2009, 6,000,000 LPT Shares
      were issued and outstanding as fully paid and non- assessable, and 800,000
      LPT Shares were issuable on exercise of all outstanding LPT Options and
      LPT Warrants;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | the authorized capital of LPT Sub consists of an
      unlimited number of common shares of which at January 15, 2009 only 1
      common share is issued and outstanding as fully paid and non assessable
      and is held by LPT;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | except as described in paragraph 3.01(b) above and as
      contemplated by this Agreement, no person has any agreement, option,
      understanding or commitment (including convertible securities, warrants or
      convertible obligations of any nature) for the purchase or issue of or
      conversion into any of the unissued shares of LPT or any of its
      subsidiaries or any unissued securities of LPT or any of its
      subsidiaries;                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | the financial statements of LPT appearing on the SEDAR
      website and to be contained in the Information Circular present fairly the
      financial position of LPT at the relevant dates and the results of its
      operations and the changes in its financial position for the periods
      indicated in the said statements, and have been prepared in accordance
      with accounting principles generally accepted in Canada consistently
      applied (except as to changes in accounting policies publicly disclosed by
      LPT);                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f) | there are reasonable grounds for believing that no
      creditor of LPT or LPT Sub will be materially prejudiced by the
      Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (g) | each of LPT and LPT Sub is presently able to pay its
      liabilities as they become due;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (h) | the execution and delivery of this Agreement and the
      consummation of the Arrangement does not and will not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | violate any provision of law or administrative regulation
      or any judicial or administrative order, award, judgment or decree
      applicable to LPT or LPT Sub of which LPT or LPT Sub is aware;                                                                                                                                               
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| | (i) | the execution and delivery of this Agreement has been
      duly approved by the board of directors of each of LPT and LPT
  Sub;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| | (j) | there are no agreements, covenants, undertakings or other
      commitments of LPT, LPT Sub or any partnership or joint venture in which
      it is a partner or participant or any instruments binding on any of them
      or any of their respective properties:                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | under which the consummation of the Arrangement would
      have the effect of imposing restrictions or obligations on LPT or LPT Sub
      materially greater than those imposed upon LPT or LPT Sub or any such
      partnership or joint venture at the date hereof; or                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | which would give a third party, as a result of the
      Arrangement, a right to terminate any material agreement, or a right to
      acquire LPT's or LPT Sub's interest in any material agreement, to which
      LPT, LPT Sub or any such partnership or joint venture is a party or to
      purchase any of their respective assets; or         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | under which the consummation of the Arrangement would
      impose material restrictions on the ability of LPT or LPT Sub to carry on
      any business which it might choose to carry on within any geographical
      area, to acquire property or dispose of its property and assets in their
      entirety or to change its corporate status; or
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | under which the consummation of the Arrangement would
      impose material restrictions on the ability of LPT or LPT Sub to borrow
      money and to mortgage and pledge its property as security
  therefor;                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| | (k) | neither LPT nor LPT Sub has incurred any liability for
      brokerage fees, finder's fees, agent's commissions or other similar forms
      of compensation in connection with this Agreement, or the Arrangement,
      except LPT has agreed to issue to Baron Global Financial Canada Ltd. up to
      1,258,333 Post-Consolidation LPT Shares as a finder's fee in connection
      with the Arrangement and may issue finder's fees, in cash and/or
      securities of LPT, in connection with the Private Placement;                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| | (l) | there are no actions, suits, proceedings or
      investigations commenced, or, as far as LPT or LPT Sub is aware,
      contemplated or threatened, against or affecting LPT or LPT Sub or before
      or by any person or before any arbitrator of any kind which would prevent
      or hinder the Arrangement or which involve the possibility of any judgment
      or liability which can reasonably be expected to have a material adverse
      effect on the business operations, properties, assets or condition,
      financial or otherwise, of LPT or LPT Sub;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| | (m) | there are no known or anticipated material liabilities of
      LPT or LPT Sub of any kind whatsoever (including absolute, accrued or
      contingent liabilities) nor any commitments whether or not determined or
      determinable, in respect of which LPT or LPT Sub is or may become liable
      other than the liabilities disclosed on, reflected in or provided for in
      the financial statements referred to in Paragraph (e) of Section 3.01
      hereof or incurred in the ordinary course of business;                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                       
| | (n) | LPT does not have any subsidiaries other than LPT Sub,
      which is wholly owned by LPT, and is not a party to any agreement to
      acquire or lease any other businesses or business
  operations;                                                                                                                                                                                                                                                                                                                                                                      

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- 9 -

| | (o) | the corporate records and minute books of each of LPT and
      LPT Sub as required to be maintained by it under the laws of its
      jurisdiction of incorporation are up to date and contain complete and
      accurate minutes of all meetings of its directors and shareholders and all
      resolutions consented to in writing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (p) | to the best of the knowledge of LPT, each of LPT and LPT
      Sub owns good and marketable title to its property interests and assets
      free and clear of any and all mortgages, liens, pledges, charges, security
      interests, encumbrances, actions, claims or demands of any nature
      whatsoever or howsoever arising which would have a materially adverse
      effect on the property or assets of LPT and LPT Sub;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (q) | each of LPT and LPT Sub has duly filed on a timely basis
      all tax returns required to be filed by it and has paid all taxes which
      are due and payable, and has paid all assessments and reassessments, and
      all other taxes, governmental charges, penalties, interest and fines due
      and payable on or before the date hereof; adequate provision has been made
      for taxes payable for the current period for which tax returns are not yet
      required to be filed; there are no agreements, waivers or other
      arrangements providing for an extension of time with respect to the filing
      of any tax return by, or payment of any tax, governmental charge or
      deficiency against LPT or LPT Sub; as far as LPT and LPT Sub are aware,
      there are no actions, suits, proceedings, investigations or claims now
      threatened or pending against LPT or LPT Sub in respect of taxes,
      governmental charges or assessments, or any matters under discussion with
      any governmental authority relating to taxes, governmental charges or
      assessments asserted by any such authority;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (r) | as far as LPT and LPT Sub are aware, each of LPT and LPT
      Sub has withheld from each payment made to any of its officers, directors,
      former directors and employees the amount of all taxes including, but not
      limited to, income tax and other deductions required to be withheld
      therefrom and has paid the same to the proper tax and other receiving
      officers within the time required under any applicable tax
    legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (s) | the common shares of LPT are at present listed and posted
      for trading on the Exchange and on no other stock exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (t) | each of LPT and LPT Sub is not, and will not be at the
      time of the Arrangement, a "non- resident " as that term is used for the
      purposes of the Income Tax Act(Canada) ("Tax
  Act");                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (u) | LPT is a reporting issuer in British Columbia, has not
      been, to the best of its knowledge, the subject of a cease trade order or
      investigation under the securities legislation in British Columbia, has
      not been, as far as it is aware, the subject of any investigation by the
      Exchange (or its predecessors) or any other regulatory or administrative
      authority or body, is current with all filings required to be made under
      the securities legislation in British Columbia and is not aware of any
      deficiencies in the filing of any documents or reports with the Exchange
      or with the securities commissions in British Columbia that would cause it
      to be placed on the defaulting reporting issuers list; and                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (v) | the only material assets of LPT consist of one common
      share of LPT Sub and cash and cash equivalents, all of which are owned by
      LPT directly or indirectly, free and clear of all mortgages, liens,
      charges, security interests, adverse claims, pledges, encumbrances or
      demands whatsoever except as disclosed in the Information
  Circular;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (w) | neither LPT nor LPT Sub has, since September 30, 2008,
      sold or otherwise disposed of or entered into any agreement to sell or
      otherwise dispose of any of its assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

- 10 -

| | (x) | except as disclosed in the Information Circular, there
      has been no material adverse change in the business or condition,
      financial or otherwise of LPT from that shown in the financial statements
      referred to in Section 3.01(e); and                                                                                                                                                                                                                                              
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (y) | the information in the Information Circular relating to
      LPT and LPT Sub is true, correct and complete in all material respects.
      The information in the Information Circular relating to LPT and LPT Sub
      does not contain any untrue statement of any material fact, nor does it
      omit to state any material fact required to be stated therein or necessary
      in order to make the statements therein not misleading in light of the
      context in which they were made.

|3.02 | Representations and Warranties of
      Lincoln
|---- | -----------------------------------------------

Lincoln represents and warrants as follows and acknowledges
that LPT and LPT Sub are relying upon such representations and warranties in
connection with the transactions contemplated herein:

| | (a) | Lincoln is a corporation duly organized, validly existing
      and in good standing under the CBCA with respect to the filing of annual
      returns, and has the corporate power to own or lease its property and
      assets and to carry on its business as now conducted by it, is duly
      licensed or qualified as a foreign corporation in each jurisdiction in
      which the character of the property and assets now owned by it or the
      nature of its business as now conducted by it requires it to be so
      licensed or qualified (save where failure to have such license or
      qualification is not in the aggregate material) and has the corporate
      power to enter into this Agreement and perform its obligations
      hereunder;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | the authorized capital of Lincoln consists of an
      unlimited number of common shares of which as at January 15, 2009
      55,392,000 Lincoln Shares were issued and outstanding as fully paid and
      non-assessable, and 12,421,000 Lincoln Shares were issuable on exercise of
      all outstanding Lincoln Options and Lincoln Warrants and 1,200,000 Lincoln
      Shares were issuable in connection with Lincoln Property Assets;                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | except as described in paragraph 3.02(b) above and as
      contemplated by this Agreement, no person has any agreement, option,
      understanding or commitment (including convertible securities, warrants or
      convertible obligations of any nature) for the purchase or issue of or
      conversion into any of the unissued shares of Lincoln or any of its
      subsidiaries or any unissued securities of Lincoln or any of its
      subsidiaries;                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | the financial statements of Lincoln appearing on the
      SEDAR website and to be contained in the Information Circular present
      fairly the financial position of Lincoln at the relevant dates and the
      results of its operations and the changes in its financial position for
      the periods indicated in the said statements and have been prepared in
      accordance with accounting principles generally accepted in Canada
      consistently applied (except as to changes in accounting principles
      publicly disclosed by Lincoln);                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | there are reasonable grounds for believing that no
      creditor of Lincoln will be prejudiced by the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | the execution and delivery of this Agreement and the
      consummation of the Arrangement do not and will not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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- 11 -

| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | conflict with, result in a breach of, constitute a
      default under, or accelerate or permit the acceleration of the performance
      required by, any agreement, instrument, licence, permit or authority to
      which Lincoln is a party or by which it is bound or to which any property
      of Lincoln is subject or result in the creation of any lien, charge or
      encumbrance upon any of the assets of Lincoln under any such agreement or
      instrument, or give to others any material interest or rights, including
      rights of purchase, termination, cancellation or acceleration, under any
      such agreement, instrument, licence, permit or authority; or
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | violate any provision of law or administrative regulation
      or any judicial or administrative order, award, judgment or decree
      applicable to Lincoln of which it is aware;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g) | the execution and delivery of this Agreement has been
      duly approved by the board of directors of Lincoln;                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h) | there are no agreements, covenants, undertakings or other
      commitments of Lincoln or any partnership or joint venture in which it is
      a partner or participant or any instruments binding on any of them or any
      of their respective properties:                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | under which the consummation of the Arrangement would
      have the effect of imposing restrictions or obligations on Lincoln
      materially greater than those imposed upon Lincoln or any such partnership
      or joint venture at the date hereof; or                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | which would give a third party, as a result of the
      Arrangement, a right to terminate any material agreement, or a right to
      acquire Lincoln's interest in any material agreement, to which Lincoln or
      any such partnership or joint venture is a party or to purchase any of
      their respective assets; or                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | under which the consummation of the Arrangement would
      impose material restrictions on the ability of Lincoln to carry on any
      business which it might choose to carry on within any geographical area,
      to acquire property or dispose of its property and assets in their
      entirety or to change its corporate status; or                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | under which the consummation of the Arrangement would
      impose material restrictions on the ability of Lincoln to borrow money and
      to mortgage and pledge its property as security therefor;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i) | Lincoln has not incurred any liability for brokerage
      fees, finder's fees, agent's commissions or other similar forms of
      compensation in connection with this Agreement or the Arrangement, except
      a fixed fee to be paid to Steven Semeniuk for a fairness opinion regarding
      the transactions contemplated herein;                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (j) | there are no actions, suits, proceedings or
      investigations commenced, or, as far as it is aware, contemplated or
      threatened, against or affecting Lincoln or its subsidiaries or before or
      by any person or before any arbitrator of any kind which would prevent or
      hinder the Arrangement or which involve the possibility of any judgment or
      liability which can reasonably be expected to have a material adverse
      effect on the business operations, properties, assets or condition,
      financial or otherwise, of Lincoln and its subsidiaries;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (k) | there are no known or anticipated material liabilities of
      Lincoln of any kind whatsoever (including absolute, accrued or contingent
      liabilities) nor any commitments whether or not determined or
      determinable, in respect of which Lincoln is or may become liable other
      than the liabilities disclosed on, reflected in or provided for in the
      financial statements referred to in                                                                                                                                                                          

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- 12 -

| |     | Paragraph (d) of Section 3.02 hereof, a loan of $50,000
      from Baron Global Financial Canada Ltd. and liabilities incurred in the
      ordinary course of business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (l) | Lincoln has no subsidiaries other than Minera Lincoln de
      Mexico, S.A. de C.V. and is not a party to any agreement to acquire or
      lease any other businesses or business operations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (m) | the corporate records and minute books of Lincoln and its
      subsidiaries as required to be maintained by it under the laws of its
      jurisdiction of incorporation are up to date and contain complete and
      accurate minutes of all meetings of its directors and shareholders and all
      resolutions consented to in writing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (n) | to the best of its knowledge, Lincoln and its
      subsidiaries owns good and marketable title to their respective property
      interests and assets free and clear of any and all mortgages, liens,
      pledges, charges, security interests, encumbrances, actions, claims or
      demands of any nature whatsoever or howsoever arising (excluding any
      royalty interests, rights of first refusal or rights of first offer with
      respect to its properties that have been publicly disclosed or is
      disclosed in the Information Circular or exist under legislation of
      general application) which would have a materially adverse effect on the
      property or assets of Lincoln or its subsidiaries;                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (o) | Lincoln and its subsidiaries have duly filed on a timely
      basis all tax returns required to be filed by them and have paid all taxes
      which are due and payable, and has paid all assessments and reassessments,
      and all other taxes, governmental charges, penalties, interest and fines
      due and payable on or before the date hereof; adequate provision has been
      made for taxes payable for the current period for which tax returns are
      not yet required to be filed; there are no agreements, waivers or other
      arrangements providing for an extension of time with respect to the filing
      of any tax return by, or payment of any tax, governmental charge or
      deficiency against Lincoln or any of its subsidiaries; as far as it is
      aware, there are no actions, suits, proceedings, investigations or claims
      now threatened or pending against Lincoln or any of its subsidiaries in
      respect of taxes, governmental charges or assessments, or any matters
      under discussion with any governmental authority relating to taxes,
      governmental charges or assessments asserted by any such
  authority;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (p) | as far as it is aware, Lincoln has withheld from each
      payment made to any of its officers, directors, former directors and
      employees the amount of all taxes including, but not limited to, income
      tax and other deductions required to be withheld therefrom and has paid
      the same to the proper tax and other receiving officers within the time
      required under any applicable tax legislation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (q) | the common shares of Lincoln are at present quoted on the
      OTC Bulletin Board and not listed or quoted on any other stock
      exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (r) | Lincoln is not, and will not be at the time of the
      Arrangement, a "non-resident " as that term is used for the purposes of
      the Tax Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (s) | Lincoln is a reporting issuer in British Columbia, has
      not been, to the best of its knowledge, the subject of a cease trade order
      or investigation under the securities legislation in British Columbia or
      the United States, as far as it is aware, has not been the subject of any
      investigation by any other regulatory or administrative authority or body,
      is current with all filings required to be made under the securities
      legislation in British Columbia, and is not aware of any deficiencies in
      the filing of any documents or reports with the securities commissions in
      British Columbia that would cause it to be placed on the defaulting
      reporting issuers list;                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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- 13 -

| | (t) | Lincoln is a "registrant" in the United States of America
      within the meaning of securities laws therein, is not in default of any
      requirement of such securities laws;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (u) | the only material assets of Lincoln consist of Lincoln's
      Property Assets, including Minera Lincoln de Mexico, S.A. de C.V., all of
      which are owned by Lincoln directly or indirectly, free and clear of all
      mortgages, liens, charges, security interests, adverse claims, pledges,
      encumbrances or demands whatsoever except as disclosed in the Information
      Circular;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (v) | Lincoln has not, since September 30, 2008, sold or
      otherwise disposed of or entered into any agreement to sell or otherwise
      dispose of any of Lincoln's Property Assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (w) | except for Lincoln's deteriorating financial condition or
      as disclosed in the Information Circular, there has been no material
      adverse change in the business or condition, financial or otherwise of
      Lincoln from that shown in the financial statements referred to in Section
      3.02(d);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (x) | the information in the Information Circular relating to
      Lincoln is true, correct and complete in all material respects. The
      information in the Information Circular relating to Lincoln does not
      contain any untrue statement of any material fact, nor does it omit to
      state any material fact required to be stated therein or necessary in
      order to make the statements therein not misleading in light of the
      context in which they were made. The description of the business of
      Lincoln, its financial condition, assets and properties in the Information
      Circular contains sufficient detail to permit holders of Lincoln Shares
      to, in respect of the business and affairs of Lincoln, form a reasoned
      judgment in respect of the Lincoln Shares to be exchanged for Post
      Consolidation LPT Shares in connection with the Arrangement and to permit
      the holders of Lincoln Shares generally to form a reasoned judgment in
      respect of the Arrangement and does not contain any untrue statement of a
      material fact or omit to state any material fact necessary to make such
      description not misleading; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (y) | there are reasonable grounds for believing that no
      creditor of Lincoln will be materially prejudiced by the
    Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

ARTICLE 4 - COVENANTS

|4.01 | Covenants of LPT
|---- | ----------------

Each of LPT and LPT Sub hereby covenant and agree as
follows:

| | (a) | until the Effective Date, it will carry on its business
      in the ordinary course, except as otherwise contemplated in this Agreement
      or as agreed to between the parties;                                                                                                                                                                                                                                                                                                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (b) | until the Effective Date, it will not merge into or with,
      or amalgamate or consolidate with, or enter into any other corporate
      reorganization with, any other corporation or person or perform any act or
      enter into any transaction or negotiation which interferes or is
      inconsistent with the completion of the transactions contemplated hereby,
      other than as contemplated in this Agreement and the Private Placement
      and, without limiting the generality of the foregoing, it will not, and
      will not permit any of its subsidiaries to:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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- 14 -

| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | make any payment to any director, officer or employee
      except pursuant to existing employment arrangements or pursuant to new
      employment agreements in the ordinary course of business;                                                                                                            
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (c) | in a timely and expeditious manner, to file the
      Information Circular in all jurisdictions where the same is required to be
      filed by LPT or LPT Sub in accordance with applicable law and the rules
      and policies of the Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (d) | until the Effective Date, to not alter or amend its
      constating documents as the same exist at the date of this Agreement,
      except in connection with the Consolidation, the Name Change and the Plan
      of Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (e) | until the Effective Date, to not engage in any business,
      enterprise or other activity different from that carried on by it at the
      date of this Agreement or enter into any transaction or incur (except in
      respect of obligations or liabilities to which it is already legally
      subject) any obligation, expenditure or liability in excess of $25,000
      other than in the ordinary course of its business, as presently conducted,
      in connection with the transactions under this Agreement or with the
      consent of Lincoln;                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (f) | to furnish to Lincoln such information, in addition to
      the information contained in this Agreement, relating to the financial
      condition, business, properties and affairs of LPT and LPT Sub as may
      reasonably be requested by Lincoln, which information shall be true and
      complete in all material respects and shall not contain an untrue
      statement of any material fact or omit to state any material fact required
      to be stated therein or necessary in order to make the statements therein,
      in the light of the circumstances in which they are made, not misleading
      and will notify Lincoln of any significant development or material change
      relating to LPT or LPT Sub promptly after becoming aware of any such
      development or change;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (g) | to ensure that the information and financial statements
      relating to LPT and LPT Sub and provided by LPT and contained in the
      Information Circular and any related documentation to be distributed in
      connection with the solicitation of proxies by the management of LPT for
      the LPT Meeting shall be true, correct and complete in all material
      respects and shall not contain any untrue statement of any material fact
      or omit to state any material fact required to be stated therein or
      necessary in order to make the statements therein not misleading in light
      of the circumstances in which they are made;                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (h) | to use reasonable commercial efforts to do all such other
      acts and things as may be necessary or desirable in order to give effect
      to the Arrangement and, without limiting the generality of the
      foregoing:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | to seek shareholder approval by Ordinary Resolution at
      the LPT Meeting of the Consolidation;                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | to use reasonable commercial efforts to satisfy the
      conditions set out in Section 5.01 hereof as soon as possible;
  and                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | to use reasonable commercial efforts to apply for and
      obtain such other consents, orders, acceptances or approvals as counsel
      for LPT and LPT Sub may advise are necessary or desirable for the
      implementation of the Arrangement, including those referred to in Section
      5.01 hereof;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                               
| | (i) | to cause LPT as the sole shareholder of LPT Sub to
      approve by Special Resolution, the Arrangement, together with such matters
      as are required to effect the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

- 15 -

| | (j) | to use reasonable commercial efforts to cause, as of the
      Effective Date, the board of directors of LPT to consist of Philip J.
      Walsh, Paul Saxton, Andrew F.B. Milligan and Marc S. Le Blanc and the
      officers of LPT to consist of Paul Saxton  President and Chief Executive
      Officer, Herrick Lau  Chief Financial Officer and Jeffrey L. Wilson 
      Vice President, Exploration;                                                 
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (k) | to cause LPT to issue, as of the Effective Date, warrants
      to purchase Post Consolidation LPT Shares to the holders of Lincoln
      Warrants, which warrants shall be on substantially the same terms as the
      Lincoln Warrants except that the exercise price and number of Shares that
      may be purchased shall be adjusted in accordance with the terms of the
      Lincoln Warrants to reflect the Exchange Ratio and the Arrangement;
    and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | (l) | to use reasonable commercial efforts to cause all LPT
      Options to be cancelled as of the Effective
Date.                                                                                                                                                                                                                                                                                                                                                    

|4.02 | Covenants of Lincoln
|---- | --------------------

Lincoln hereby covenants and agrees as follows:

| | (a) | until the Effective Date, each of Lincoln and its
      subsidiaries will carry on its business in the ordinary course, except as
      otherwise contemplated in this Agreement or as agreed to between the
      parties;                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | until the Effective Date, Lincoln will not, and will not
      permit any of its subsidiaries to, merge into or with, or amalgamate or
      consolidate with, or enter into any other corporate reorganization with,
      any other corporation or person or perform any act or enter into any
      transaction or negotiation which interferes or is inconsistent with the
      completion of the transactions contemplated hereby, other than as
      contemplated in this Agreement and, without limiting the generality of the
      foregoing, Lincoln will not, and will not permit any of its subsidiaries
      to:
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | Lincoln shall, in a timely and expeditious manner, file
      the Information Circular in all jurisdictions where the same is required
      in accordance with applicable law;                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | until the Effective Date, Lincoln shall not alter or
      amend its constating documents as the same exist at the date of this
      Agreement, except in connection with the Continuance;                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | until the Effective Date, Lincoln shall not engage in any
      business, enterprise or other activity different from that carried on by
      it at the date of this Agreement or enter into any transaction or incur
      (except in respect of obligations or liabilities to which it is already
      legally subject) any obligation, expenditure or liability in excess of
      $25,000 other than in the ordinary course of its business, as presently
      conducted, except that LPT acknowledges that Lincoln may enter
  into                                                                                     

---

- 16 -

| |     | agreements to issue Shares in accordance with the Debt
      Settlement or otherwise with the consent of LPT;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | Lincoln shall furnish to LPT such information, in
      addition to the information contained in this Agreement, relating to the
      financial condition, business, properties and affairs of Lincoln as may
      reasonably be requested by LPT, which information shall be true and
      complete in all material respects and shall not contain an untrue
      statement of any material fact or omit to state any material fact required
      to be stated therein or necessary in order to make the statements therein,
      in the light of the circumstances in which they are made, not misleading
      and will notify LPT of any significant development or material change
      relating to Lincoln promptly after becoming aware of any such development
      or change;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | Lincoln shall ensure that the information and
      consolidated financial statements related to Lincoln and provided by
      Lincoln and contained in the Information Circular and any related
      documentation to be distributed in connection with the solicitation of
      proxies by the management of Lincoln for the Lincoln Meeting shall be
      true, correct and complete in all material respects and shall not contain
      any untrue statement of any material fact or omit to state any material
      fact required to be stated therein or necessary in order to make the
      statements therein not misleading in light of the circumstances in which
      they are made;                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | Lincoln shall use reasonable commercial efforts to do all
      such other acts and things as may be necessary or desirable in order to
      give effect to the Arrangement and, without limiting the generality of the
      foregoing, Lincoln shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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- 17 -

ARTICLE 5 - CONDITIONS

|5.01 | Mutual Conditions Precedent
|---- | ---------------------------

The respective obligations of the parties hereto to complete
the transactions contemplated by this Agreement and to file the documents
required to give effect to the Arrangement shall be subject to satisfaction of
the following conditions on or before the Effective Date, any of which (except
for those provided for in Sections (a), (b), (c), (d), (e), (f), (i), (j), (k)
(l) and (t)) may be waived by any party hereto in whole or in part without
prejudice to such party's right to rely on any other of them:

| | (a) | the Arrangement shall have been approved and adopted by
      Lincoln Shareholders at the Lincoln Meeting by Special Resolution in
      accordance with the Interim Order and the Arrangement shall have otherwise
      been approved and adopted by the requisite majorities of persons entitled
      or required to vote thereon as determined by the Court;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | LPT, as the sole shareholder of LPT Sub, shall have
      approved the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | the Interim Order and Final Order shall have been
      obtained from the Court in the manner contemplated by Section 2.02 of this
      Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | the Exchange shall have accepted the Arrangement, the
      Consolidation, the Private Placement and the other transactions
      contemplated by this Agreement as part of LPT's "Qualifying Transaction"
      under the rules and policies of the Exchange, subject to compliance with
      the usual requirements of such Exchange;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | all other consents, orders, regulations and approvals,
      including regulatory and judicial approvals and orders, necessary or
      desirable for the completion of the transactions provided for in this
      Agreement and the Plan of Arrangement shall have been obtained or received
      from the persons, authorities or bodies having jurisdiction in the
      circumstances;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (f) | there shall not be in force any order or decree
      restraining or enjoining the consummation of the transactions contemplated
      by this Agreement and the Arrangement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (g) | Lincoln and LPT shall have received advice of tax counsel
      confirming the Canadian and United States tax consequences of the
      Arrangement as described in the Information Circular;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (h) | none of the consents, orders, regulations or approvals
      contemplated herein shall contain terms or conditions or require
      undertakings or security deemed unsatisfactory or unacceptable by any of
      the parties hereto, acting reasonably;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (i) | the various issuances and exchanges of Lincoln Shares,
      Post Consolidation LPT Shares, warrants or other securities convertible or
      exercisable to acquire Post Consolidation LPT Shares and the certificates
      representing such securities as contemplated by the Arrangement will have
      been approved by all necessary corporate action to permit such securities
      to be issued, if applicable, as fully paid and non-assessable and will be
      exempt from the registration requirements of the 1933 Act and the
      registration and prospectus requirements of applicable securities laws in
      each of the Provinces of Canada in which holders of Lincoln Shares are
      resident; and such LPT securities will not be subject to hold periods
      under the securities laws of Canada or the United States except as may be
      imposed by Rules 144 and 145 under the 1933 Act with respect to affiliates
      or except as disclosed in the Information Circular or except by reason of
      the existence of any controlling interest in LPT pursuant to the
      securities laws of any applicable
jurisdiction;

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- 18 -

| | (j) | this Agreement shall not have been terminated under
      Article Six;                                                                                                                                                                                              
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                     
| | (k) | the Continuance shall have been approved by Special
      Resolution at the Lincoln Meeting and the Continuance shall have been
      completed;                                                                                                                    
| |     |                                                                                                                                                                                                                                                                     
| | (l) | the Consolidation shall have been approved by Ordinary
      Resolution at the LPT Meeting and the Consolidation shall have been made
      effective under the BCBCA;                                                                                              
| |     |                                                                                                                                                                                                                                                                     
| | (m) | the Name Change shall have been made effective under the
      BCBCA;                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                     
| | (n) | the Debt Settlement shall have been completed, subject to
      completion of the Arrangement;                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                     
| | (o) | the Escrowed Shares shall have been transferred to
      persons designated by Lincoln;                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                     
| | (p) | all of the outstanding Lincoln Options shall have been
      cancelled;                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                     
| | (q) | all of the outstanding LPT Options shall have been
      cancelled;                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                     
| | (r) | the Advance shall have been paid to Lincoln;                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                     
| | (s) | the Private Placement shall have been
completed;                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                     
| | (t) | the Arrangement Filings shall have been accepted for
      filing by the Registrar; and                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                     
| | (u) | dissent rights shall not have been exercised with respect
      to either the Continuance or the Arrangement by holders of Lincoln Shares
      which will in the aggregate represent 5% or more of the Lincoln Shares
      outstanding on the Lincoln Record Date.

|5.02 | Conditions to Obligations of Lincoln
|---- | ------------------------------------

The obligation of Lincoln to complete the transactions
contemplated by this Agreement is further subject to the following conditions,
which may be waived by Lincoln in whole or in part without prejudice to its
right to rely on any other condition in favour of Lincoln:

| | (a) | the Board of Directors of Lincoln shall have received a
      fairness opinion, which is not subsequently withdrawn, which concludes
      that issuance of Post Consolidation LPT Shares to the Lincoln Shareholders
      under the Arrangement is fair and reasonable to the holders of Lincoln
      Shares from a financial point of view;                                                                                                                                                                                                            
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | the number of Post Consolidation LPT Shares held by
      Lincoln Shareholders following completion of the Consolidation, the
      Private Placement, the Arrangement and the other share issuances
      contemplated hereby will represent in aggregate at least 43% of all of the
      outstanding Post Consolidation LPT Shares immediately following the
      Effective Date;                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | LPT shall not have disposed of a material interest in any
      of its assets or otherwise enter into any material transaction with, or
      incur any material liability to, any other corporation or other person or
      perform any act or enter into any transaction or negotiation which
      interferes or is inconsistent with the completion of the transactions
      contemplated hereby, other than as contemplated in this Agreement, without
      the consent of Lincoln thereto, such consent not to be unreasonably
      withheld; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | no adverse material change shall have occurred in the
      affairs of LPT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

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- 19 -

|5.03 | Conditions to Obligations of LPT
|---- | --------------------------------

The obligation of LPT to complete the transactions contemplated
by this Agreement is further subject to the conditions, which may be waived by
LPT in whole or in part without prejudice to its right to rely on any other
condition in favour of LPT, that:

| | (a) | Lincoln shall not have disposed, and will not have
      permitted any of its subsidiaries to dispose, of a material interest in
      any of its properties or assets or otherwise enter into any material
      transaction with, or incur any material liability to, any other
      corporation or other person or perform any act or enter into any
      transaction or negotiation which interferes or is inconsistent with the
      completion of the transactions contemplated hereby, other than as
      contemplated in this Agreement, without the consent of LPT thereto, such
      consent not to be unreasonably withheld; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | no adverse material change shall have occurred in the
      affairs of Lincoln, excluding the continued deterioration of Lincoln's
      financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

|5.04 | Conditions to Obligations of Each Party
|---- | ---------------------------------------

The obligation of each party to complete the transactions
contemplated by this Agreement is further subject to the condition, which may be
waived by such party without prejudice to its right to rely on any other
condition in favour of such party, that the covenants of the other parties
hereto to be performed on or before the Effective Date pursuant to the terms of
this Agreement shall have been duly performed by each of them and that, except
as affected by the transactions contemplated by this Agreement or otherwise
agreed by the parties, the representations and warranties of the other parties
hereto shall be true and correct in all material respects as at the Effective
Date, with the same effect as if such representations and warranties had been
made at, and as of such time and each such party shall have received a
certificate, dated the Effective Date, of a senior officer of each other party
confirming the same.

ARTICLE 6 - AMENDMENT AND TERMINATION

|6.01 | Amendment
|---- | ---------

This Agreement and the Plan of Arrangement may, at any time and
from time to time before the Effective Date, be amended by written agreement of
the parties hereto without, subject to applicable law, further notice to or
authorization on the part of their respective shareholders. Without limiting the
generality of the foregoing, any such amendment may:

| | (a) | change the time for performance of any of the obligations
      or acts of the parties hereto;                                                                   
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                  
| | (b) | waive any inaccuracies or modify any representation
      contained herein or any document to be delivered pursuant hereto;
  or                                 
| |     |                                                                                                                                                                  
| | (c) | waive compliance with or modify any of the covenants
      herein contained or waive or modify performance of any of the obligations
      of the parties hereto;

provided that, notwithstanding the foregoing, the terms of
Section 3.01 of the Plan of Arrangement and Sections 5.01(a), (k) and (l) of
this Agreement shall not be amended in any material respect without the approval
of the Shareholders of Lincoln, LPT Sub or LPT, as the case may be, given in the
same manner as required for such approvals pursuant to Sections 5.01(a), (k) and
(l), as the case may be, or as may be ordered by the Court. This Agreement and
the Exhibits hereto may be amended in accordance with the

---

- 20 -

Final Order, but in the event that the terms of the Final Order
require any such amendment, the rights of the parties hereto under Sections
5.01, 5.02, 5.03 and 6.02 shall remain unaffected.

|6.02 | Termination
|---- | -----------

| | (a) | This Agreement may, at any time before the Effective
      Date, be terminated by unanimous agreement of the parties hereto without
      further action on the part of the Shareholders of Lincoln or
LPT.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (b) | If the Final Order, in form and substance satisfactory to
      the parties, has not been obtained by the parties hereto at or before 4:00
      p.m. (Vancouver time) on February 15, 2009, this Agreement shall
      terminate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (c) | Either Lincoln or LPT may, at the discretion of their
      respective boards of directors, terminate their respective obligations
      hereunder if prior to the Effective Date there shall occur any adverse
      material change, as determined by the respective boards of directors, in
      or with respect to the assets, liabilities (actual or contingent),
      capital, operations, business or undertaking of the other company
      including the receipt by Lincoln of notices of dissent in respect of that
      percentage or more of the total number of Lincoln Shares specified in
      Subsection 5.01(t) hereof pursuant to Section 4.01 of the Plan of
      Arrangement.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (d) | This Agreement shall terminate if the conditions
      precedent set forth in Sections 5.01, 5.02, 5.03 and 5.04 are not
      satisfied or waived, as contemplated by those Sections on or before
      February 15, 2009 and shall also terminate upon the earliest of the
      Shareholders of LPT failing to approve the Consolidation at the LPT
      Meeting, the Shareholders of Lincoln failing to approve the Continuance or
      the Arrangement at the Lincoln Meeting and a final determination from the
      Court or an appeal court which denies the granting of the Final
    Order.                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | (e) | Sections 7.01, 7.02, 7.03, 8.01 and 9.02 shall survive
      any termination of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

ARTICLE 7 - INDEMNITY

|7.01 | Indemnification
|---- | ---------------

Each party (the "Indemnifying Party") hereto undertakes
with the other party hereto (the "Indemnified Party") to hold the
Indemnified Party fully and effectually indemnified from and against all losses,
claims, damages, liabilities, actions or demands (including amounts paid in any
settlement approved by the Indemnifying Party of any action, suit, proceeding or
claim but excluding lost profits and consequential damages), to which such
Indemnified Party may become subject insofar as such losses, claims, damages,
liabilities, actions or demands arise out of or are based upon any breach of a
representation, warranty, covenant or obligation of the Indemnifying Party
contained in this Agreement or any certificate or notice delivered by it in
connection herewith, and will reimburse such Indemnified Party for any legal or
other expenses reasonably incurred by such Indemnified Party in connection with
investigating or defending any such loss, claim, damage, liability, action or
demand.

|7.02 | Defense
|---- | -------

Promptly after receipt by an Indemnified Party of notice of a
possible action, suit, proceeding or claim referred to in Section 7.01 hereof,
such Indemnified Party, if a claim in respect thereof is to be made against the
Indemnifying Party under such Section, shall provide the Indemnifying Party with
written particulars thereof; provided that failure to provide the Indemnifying
Party with such particulars shall not relieve such Indemnifying Party from any
liability which it might have on account of the indemnity provided for in this
Article Seven except insofar as such failure shall prejudice such Indemnifying
Party.

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- 21 -

The Indemnified Party shall also provide to the Indemnifying
Party copies of all relevant documentation and, unless the Indemnifying Party
assumes the defence thereof, shall keep such Indemnifying Party advised of the
progress thereof and will discuss with the Indemnifying Party all significant
actions proposed. An Indemnifying Party shall be entitled, at its own expense,
to participate in (and, to the extent that it may wish, to assume) the defence
of any such action, suit, proceeding or claim but such defence shall be
conducted by counsel of good standing approved by the Indemnified Party, such
approval not to be unreasonably withheld. Upon the Indemnifying Party notifying
the Indemnified Party of its election so to assume the defence and retaining
such counsel, the Indemnifying Party shall not be liable to the Indemnified
Party for any legal or other expenses subsequently incurred by it in connection
with such defence other than for reasonable costs of investigation. If such
defence is assumed by the Indemnifying Party, it shall, through the course
thereof, provide copies of all relevant documentation to the Indemnified Party,
keep such Indemnified Party advised of the progress thereof and shall discuss
with the Indemnified Party all significant actions proposed. No Indemnifying
Party shall enter into any settlement without the consent of the Indemnified
Party, but such consent shall not be unreasonably withheld. If such defence is
not assumed by the Indemnifying Party, the Indemnifying Party shall not be
liable for any settlement made without its consent, but such consent shall not
be unreasonably withheld. Notwithstanding the foregoing, an Indemnified Party
shall have the right, at the Indemnifying Party's expense, to employ counsel of
its own choice in respect of the defence of any such action, suit, proceeding or
claim if (a) the employment of such counsel has been authorized by the
Indemnifying Party in connection with such defence; or (b) counsel retained by
the Indemnifying Party or the Indemnified Party shall have advised the
Indemnified Party that there may be legal defences available to it which are
different from or in addition to those available to the Indemnifying Party (in
which event and to that extent, the Indemnifying Party shall not have the right
to assume or direct the defence on behalf of the Indemnified Party) or that
there may be a conflict of interest between the Indemnifying Party and the
Indemnified Party; or (c) the Indemnifying Party shall not have assumed such
defence and employed counsel therefor within a reasonable time after receiving
notice of such action, suit, proceeding or claim.

|7.03 | Term
|---- | ----

The obligations of each party hereto under this Article Seven
shall terminate one year after the Arrangement is consummated, failing which
they shall survive and continue with respect to all losses, claims, damages,
liabilities, actions or demands notice of which is given to the Indemnifying
Party by the Indemnified Party on or before one year from the date hereof in
compliance with Section 7.02.

ARTICLE 8 - STANDSTILL

|8.01 | Standstill Agreement
|---- | --------------------

From the date of the acceptance of the Letter Agreement until
completion of the transactions contemplated herein or the earlier termination
hereof, each of the parties will not, directly or indirectly, solicit, initiate,
assist, facilitate, promote or knowingly encourage the initiation of proposals
or offers from, entertain or enter into discussions or negotiations with any
person other than the other party hereto, with respect to any amalgamation,
merger, consolidation, arrangement, restructuring, sale of any material assets
or part thereof of such party, unless such action, matter or transaction is part
of the transactions contemplated in this Agreement or is necessary to carry on
the normal course of business or is required as a result of the duties of the
directors and officers of the relevant company.

---

- 22 -

ARTICLE 9 - GENERAL

|9.01 | Notices
|---- | -------

All notices which may or are required to be given pursuant to
any provision of this Agreement shall be given or made in writing and shall be
served personally or by fax addressed to the recipient as follows:

| | To Lincoln:                        
| | -----------------------------------
| |                                    
| | 350  885 Dunsmuir Street          
| | Vancouver, BC                      
| | V6C 1N5                            
| |                                    
| | Telecopier no: (604) 688-7307      
| |                                    
| | To LPT or LPT Sub:                 
| |                                    
| | 1383 Marinaside Crescent, Suite 805
| | Vancouver, British Columbia        
| | V6Z 2W9                            
| |                                    
| | Telecopier no: (604) 681-3896      

or such other addresses of which party may, from time to time,
advise the other parties hereto by notice in writing given in accordance with
the foregoing. Date of receipt of any such notice shall be deemed to be the date
of delivery thereof.

|9.02 | Expenses
|---- | --------

The parties agree and acknowledge that LPT shall contribute up
to $100,000 of costs towards implementing the transactions contemplated hereby,
inclusive of amounts previously contributed by LPT, after which each of the
parties will bear responsibility for their own expenses and costs incurred and
to be incurred by both of them in connection with the Arrangement including,
without limitation, amounts paid or payable to financial advisors, legal
counsel, auditors, printers, transfer agents, authors of technical reports and
other arm's length third parties that perform services on their behalf in
connection with the Letter Agreement, this Agreement, applications to the Court,
applications to stock exchanges and other regulatory authorities, due diligence
reviews, preparation of the technical reports and fairness opinions, preparation
and distribution of all necessary disclosure and other documents and other steps
to implement the Arrangement.

|9.03 | Assignment
|---- | ----------

No party may assign its rights or obligations under this
Agreement or the Arrangement without the prior written consent of the other
parties hereto.

|9.04 | Binding Effect
|---- | --------------

This Agreement and the Arrangement shall be binding upon and
shall enure to the benefit of the parties hereto and their respective successors
and permitted assigns.

---

- 23 -

|9.05 | Waiver
|---- | ------

Any waiver or release of any of the provisions of this
Agreement, to be effective, must be in writing executed by the party granting
the same. Waivers may only be granted upon compliance with the terms governing
amendments set forth in Section 6.01, mutatis mutandis.

|9.06 | Governing Law
|---- | -------------

This Agreement shall be governed by and construed in accordance
with the laws of the Province of British Columbia and the laws of Canada
applicable therein.

|9.07 | Qualifications
|---- | --------------

All covenants herein and opinions to be given hereunder as to
the enforceability of any covenant, agreement or document shall be qualified to
applicable bankruptcy and other laws affecting the enforcement of creditors'
rights generally and to the effect that the Court may exercise discretion in
granting equitable remedies, including the remedy of specific performance.

|9.08 | Time of Essence
|---- | ---------------

Time is of the essence of this Agreement and of each of its
provisions.

|9.09 | Public Announcements
|---- | --------------------

Each of the parties hereto shall cooperate with the others in
relaying information concerning this Agreement and the transaction contemplated
herein, and shall furnish to and discuss with the other parties hereto drafts of
all press and other releases prior to publication; provided that nothing
contained herein shall prevent any party hereto at any time from furnishing any
information to any governmental agency or regulatory authority or to the public
if so required by applicable law.

|9.10 | Counterparts
|---- | ------------

This Agreement may be executed in one or more counterparts and
delivered electronically or by fax, each of which shall be deemed an original
but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the parties hereto have executed this
Agreement as of the date first written above.

|LINCOLN GOLD CORPORATION |                      | LPT CAPITAL LTD.
|------------------------ | -------------------- | ----------------
|                         |                      |                 
|                         |                      |                 
|                         |                      |                 
|Per:                     | "Paul Saxton"        |                 
|                         | Authorized Signatory |                 

0843037 B.C. LTD.

|Per: | "Philip Walsh"       | 
|---- | -------------------- | 
|     | Authorized Signatory | 

---

|EXHIBIT I                                                             
|----------------------------------------------------------------------
|                                                                      
|PLAN OF ARRANGEMENT                                                   
|                                                                      
|TO THE ARRANGEMENT AGREEMENT MADE AS OF                               
|JANUARY 15, 2009 BETWEEN LPT CAPITAL LTD., 0843037
      B.C. LTD. AND
|LINCOLN GOLD CORPORATION                                              
|                                                                      
|ARTICLE 1- INTERPRETATION                                             

|1.01 | Definitions
|---- | -----------

In this Plan of Arrangement, unless something in the subject
matter or context is inconsistent therewith:

| | (a) | "Agreement" means the Arrangement Agreement to
      which this Exhibit I is attached, including the Exhibits thereto as the
      same may be supplemented or amended from time to time;                                                                                                                                                                                                                                                 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | "BCBCA" means the Business Corporations Act
      (British Columbia), as now enacted and as amended and the regulations
      thereto;                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | "Arrangement" means the arrangement under Part 9,
      Division 5 of the BCBCA, on the terms and conditions set forth in the Plan
      of Arrangement;                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (d) | "Arrangement Filings" means the records and
      information provided to the Registrar under Section 292(a) of the BCBCA
      that the Registrar requires, and the records filed under Section 292(a) of
      the BCBCA that the Registrar requires to give effect to the Arrangement,
      together with a copy of the Final Order;                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (e) | "Business Day" means any day other than a Saturday
      or Sunday or statutory holiday in the Province of British Columbia, upon
      which banks generally are open for business in the City of Vancouver,
      British Columbia;                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (f) | "CBCA" means the Canada Business Corporations Act,
      R.S.C., 1985, c. C-44, as amended;                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (g) | "Consolidation" means a consolidation of LPT
      Shares on the basis of 1.5 LPT Shares being combined into one LPT
      Share;                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (h) | "Court" means the Supreme Court of British
      Columbia;                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (i) | "Dissent Procedures" means the manner in which
      registered holders of Lincoln Shares may exercise their Dissent Rights in
      connection with the Arrangement pursuant to and in the manner set forth in
      Article 4 hereof;                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (j) | "Dissent Rights" has the meaning ascribed to it in
      Section 4.01(a) hereof;                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (k) | "Dissenting Shareholder" means a registered holder
      of Lincoln Shares who has properly exercised its Dissent Rights in strict
      compliance with the Dissent Procedures and has not withdrawn or been
      deemed to have withdrawn such Dissent Rights;                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (l) | "Effective Date" means the date upon which all
      conditions to the completion of the Arrangement as set out in Article 5 of
      the Agreement have been satisfied or waived in accordance with the
      Agreement and all documents agreed to be delivered thereunder have been
      delivered to the satisfaction of the recipient, action reasonably, and on
      which the Arrangement Filings are filed with the
  Registrar;

---

- 2 -

| | (m)  | "Effective Time" means 12:01 a.m. (Vancouver time)
      on the Effective Date;                                                                                                                                                                                                                                                          
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (n)  | "Exchange Ratio" means the number, rounded to two
      decimal places, calculated by dividing 23,000,000 by the number of Lincoln
      Shares outstanding immediately prior to the Effective Time (including any
      Lincoln Shares issued pursuant to the Debt Settlement (as defined in the
      Arrangement Agreement));         
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (o)  | "Final Order" means the order of the Court
      approving the Arrangement, as such order may be amended at any time before
      the Effective Date or, if appealed, then unless such appeal is withdrawn
      or denied, as affirmed or as amended on appeal;                                                                         
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (p)  | "Information Circular" means the information
      circular to be sent to Shareholders of Lincoln in connection with the
      Lincoln Meeting;                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (q)  | "Interim Order" means the interim order of the
      Court providing for, among other things, the calling and holding of the
      Lincoln Meeting, as the same may be amended;                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (r)  | "Lincoln" means Lincoln Gold Corporation, a
      corporation continued under the BCBCA;                                                                                                                                                                                                                                                 
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (s)  | "Lincoln Meeting" means the special meeting of
      Lincoln Shareholders to be held for the purpose of, among other things,
      approving the Plan of Arrangement;                                                                                                                                                                    
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (t)  | "Lincoln Options" means all incentive stock
      options exercisable to acquire Lincoln Shares outstanding immediately
      prior to the Effective Date;                                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (u)  | "Lincoln Shares" means the common shares in the
      capital of Lincoln;                                                                                                                                                                                                                                                                
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (v)  | "Lincoln Warrants" means all options. warrants or
      other securities convertible or exercisable to acquire Lincoln Shares
      outstanding immediately prior to the Effective Date, but excluding Lincoln
      Options;                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (w)  | "LPT" means LPT Capital Ltd., a corporation
      incorporated under the BCBCA;                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (x)  | "LPT Options" means all incentive stock options
      exercisable to acquire LPT Shares outstanding immediately prior to the
      Effective Date;                                                                                                                                                                                       
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (y)  | "LPT Shares" means the common shares in the
      capital of LPT;                                                                                                                                                                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (z)  | "LPT Sub"means 0843037 B.C. Ltd., a company
      incorporated under the BCBCA;                                                                                                                                                                                                                                                          
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (aa) | "LPT Sub Shares"means the common shares without
      par value of LPT Sub;                                                                                                                                                                                                                                                              
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (bb) | "LPT Warrants" means all options. warrants or
      other securities convertible or exercisable to acquire LPT Shares
      outstanding immediately prior to the Effective Date, but excluding LPT
      Options;                                                                                                                        
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (cc) | "Person" shall be broadly interpreted and includes
      any natural person, partnership, limited partnership, joint venture,
      syndicate, sole proprietorship, body corporate with or without share
      capital, unincorporated association, trust, trustee, executor,
      administrator or other legal personal representative;
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (dd) | "Plan of Arrangement" means this plan of
      arrangement and any amendment or variation hereto made in accordance with
      Section 6.01 of the Agreement;                                                                                                                                                                            
| |      |                                                                                                                                                                                                                                                                                                                                          
| | (ee) | "Post Consolidation LPT Shares" means a common
      share of LPT after giving effect to the
Consolidation;                                                                                                                                                                                                                              

---

- 3 -

| | (ff) | "Registrar" means the "registrar" as defined under
      the BCBCA;                                
| | ---- | ---------------------------------------------------------------------------------------------------
| |      |                                                                                                    
| | (gg) | "Shareholder" or "holder of shares" means a
      holder of shares of the relevant corporation; and
| |      |                                                                                                    
| | (hh) | "Tax Act" means the Income Tax Act (Canada)
      including the regulations thereto, as amended.   

|1.02 | Headings
|---- | --------

The division of this Plan of Arrangement into Articles and
Sections and the insertion of headings are for convenience of reference only and
shall not affect the construction or interpretation of this Plan of Arrangement.
The terms "this Plan of Arrangement", "hereof" and "hereunder" and similar
expressions refer to this Plan of Arrangement and not to any particular Article
or Section hereof and include any agreement or instrument supplemental
therewith, references herein to Articles and Sections are to Articles and
Sections of this Plan of Arrangement.

|1.03 | Number
|---- | ------

In this Plan of Arrangement, unless something in the context is
inconsistent therewith, words importing the singular number only shall include
the plural and vice versa, words importing the masculine gender shall include
the feminine and neuter genders and vice versa, words importing persons shall
include individuals, partnerships, associations, trusts, unincorporated
organizations and corporations and vice versa and words importing shareholders
shall include members.

ARTICLE 2 - GOVERNING AGREEMENT

|2.01 | Arrangement Agreement
|---- | ---------------------

This Plan of Arrangement is made pursuant and subject to the
provisions of the Agreement.

ARTICLE 3 - ARRANGEMENT

|3.01 | Binding Effect
|---- | --------------

This Plan of Arrangement will become effective at, and be
binding at and after, the Effective Time on (i) Lincoln, (ii) LPT, (iii) LPT
Sub, and (iv) all registered and beneficial Shareholders of Lincoln:

|3.02 | Arrangement
|---- | -----------

Commencing at the Effective Time, the following events or
transactions shall occur sequentially in the order set out below unless
otherwise noted and shall be deemed to occur without any further act or
formality required on the part of any Person, except as expressly provided
herein:

| | (a) | the Lincoln Shares in respect of which Lincoln
      Shareholders who have exercised Dissent Rights in accordance with Article
      4 (and the right of such Shareholder to dissent with respect to such
      Lincoln Shares has not been terminated or ceased to apply to the
      Shareholder) will be deemed to have been transferred to Lincoln and such
      holders will cease to have any rights as Lincoln Shareholders other than
      the right to be paid the fair value of their Lincoln Shares in accordance
      with Article 4;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (b) | at the time of the step contemplated in Section 3.02(a),
      with respect to each Lincoln Share transferred pursuant to Section
      3.02(a):                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i) the holder of such Lincoln Share will cease to be the
      holder of such Share;                                                                                                                                                                                                                                                                                                                                                                                                                                                               

---

- 4 -

| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                  | the holder's name will be removed from the central
      securities register of Lincoln with respect to such Lincoln
  Share;                                                                                                                                                                                                                                                                                        
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                 | legal and beneficial title to such Lincoln Share will
      rest in Lincoln and Lincoln will be and be deemed to be the transferee of
      such Lincoln Share and such Lincoln Share shall be cancelled;                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                  | the certificate representing such Lincoln Share shall be
      deemed to have been cancelled; and                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                   | the holder of such Lincoln Share shall be deemed to have
      executed and delivered all consents, assignments and waivers, statutory or
      otherwise, required to effect such transfer;                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c) | after the step described in Section 3.02(a), Lincoln and
      LPT Sub will merge with the same effect as if they were amalgamated under
      Section 269 of the BCBCA, and the separate legal existence of Lincoln will
      not cease and Lincoln will survive the merger ("Lincoln" may be referred
      to hereinafter as the "merged company");                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d) | without limiting the foregoing, at the time of the step
      described in Section 3.02(c), the separate legal existence of LPT Sub will
      cease without LPT Sub being liquidated or wound-up, Lincoln and LPT Sub
      will continue as one company; and, as a result, the property and
      liabilities of LPT Sub will become the property and liabilities of
      Lincoln;
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e) | at the time of the step described in Section 3.02(c) and
      from and after this time:                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                   | Lincoln will own and hold all property of Lincoln and LPT
      Sub, and, without limiting the provisions hereof, all rights of creditors
      or others will be unimpaired by such merger, and all obligations of
      Lincoln and LPT Sub, whether arising by contract or otherwise, may be
      enforced against Lincoln to the same extent as if such obligations had
      been incurred or contracted by it;
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                  | Lincoln will continue to be liable for the obligations of
      Lincoln and LPT Sub;                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                 | all rights, contracts, permits and interests of Lincoln
      and LPT Sub will continue as rights, contracts, permits and interests of
      Lincoln as if Lincoln and LPT Sub continued and, for greater certainty,
      the merger will not constitute a transfer or assignment of the rights or
      obligations of either of Lincoln or LPT Sub under any such rights,
      contracts, permits and interests; 
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                  | any existing cause of action, claim or liability to
      prosecution will be unaffected;                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                   | a legal proceeding being prosecuted or pending by or
      against either Lincoln or LPT Sub may be continued by or against
      Lincoln;                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (vi)                                                                                                                                                                                                                                                                                                                                                                                  | a conviction against, or ruling, order or judgment in
      favour of or against either LPT Sub or Lincoln may be enforced by or
      against Lincoln;                                                                                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     | (vii)                                                                                                                                                                                                                                                                                                                                                                                 | each Lincoln Share shall be cancelled and the holder
      thereof shall receive, subject to Section 5.03, that number of Post
      Consolidation LPT Shares as is equal to the number of Lincoln Shares held
      by such Shareholder immediately prior to the Effective Time multiplied by
      the Exchange Ratio;                                                                                             

---

- 5 -

| | (viii)                                                                                                         | each common share in the capital of LPT Sub shall be
      cancelled and the holder thereof shall receive, for each such share, one
      common share in the capital of the merged company;                                  
| | -------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                |                                                                                                                                                                                                                               
| | (ix)                                                                                                           | in consideration of the issuance of Post Consolidation
      LPT Shares, the merged company shall issue to LPT one common share in the
      capital of the merged company for each Post Consolidation LPT Share
      issued;
| |                                                                                                                |                                                                                                                                                                                                                               
| | (x)                                                                                                            | the capital of the common shares of the merged company
      and the capital of the shares of LPT issued by LPT pursuant to Section
      3.02(e)(vii) will be as follows:                                                    
| |                                                                                                                |                                                                                                                                                                                                                               
| |                                                                                                                | (A)                                                                                                                                                                                                                           
| |                                                                                                                |                                                                                                                                                                                                                               
| |                                                                                                                | (B)                                                                                                                                                                                                                           
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xi)                                                                                                           | the name of the merged company shall be "Lincoln Gold
      Corporation";                                                                                                                                                     
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xii)                                                                                                          | the address of the registered and records office shall be
      10thFloor, 595 Howe Street, Vancouver, British Columbia, V6C
      2T5;                                                                                       
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xiii)                                                                                                         | the merged company shall be authorized to issue an
      unlimited number of common shares;                                                                                                                                   
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xiv)                                                                                                          | the notice of amalgamation of the merged company shall be
      substantially in the form attached as Appendix I to this Plan of
      Arrangement;                                                                           
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xv)                                                                                                           | the notice of articles of the merged company shall be
      substantially in the form attached as Appendix II to this Plan of
      Arrangement;                                                                              
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xvi)                                                                                                          | the articles of the merged company shall be substantially
      in the form attached as Appendix III to this Plan of Arrangement;                                                                                             
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xvii)                                                                                                         | the first annual meeting of the merged company will be
      held within 18 months from the Effective Date; and                                                                                                               
| |                                                                                                                |                                                                                                                                                                                                                               
| | (xviii)                                                                                                        | the first directors of the merged company following the
      merger shall be the persons set out in the notice of articles referred to
      in Section 3.02(e)(xv),                                                         
| |                                                                                                                |                                                                                                                                                                                                                               
| | provided that none of the foregoing will occur or be
      deemed to occur unless all of the foregoing occurs.

|3.03 | Adjustments to Exchange Ratio
|---- | -----------------------------

The Exchange Ratio shall be adjusted to reflect fully the
effect of any stock split, share consolidation, stock dividend (including any
dividend or distribution of securities convertible into Lincoln Shares or LPT
Shares), reorganization, recapitalization or other like change with respect to
Lincoln Shares or LPT Shares occurring after the date of the Arrangement
Agreement and prior to the Effective Time.

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|3.04 | Transfers Free and Clear                                                                                                                                                                         
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                  
|     | Any transfer of any securities pursuant to the
      Arrangement shall be free and clear of any hypothecs, liens, claims,
      encumbrances, charges, adverse interests or security
  interests.

ARTICLE 4 - RIGHTS OF DISSENT

|4.01 | Rights of Dissent
|---- | -----------------

| | (a) | Holders of Lincoln Shares are entitled to exercise rights
      of dissent in connection with the Arrangement with respect to their
      Lincoln Shares pursuant to and in the manner set forth in Part 8, Division
      2 of the BCBCA as modified by the Interim Order, the Final Order and this
      Section 4.01 (the "Dissent Rights"); provided that, notwithstanding
      subsection 242(2) of the BCBCA, the duly executed notice of dissent to the
      resolution approving the Arrangement contemplated by subsection 242(2) of
      the BCBCA must be received by Lincoln not later than 4:30 p.m. (Vancouver
      time) on the date which is two Business Days immediately preceding the
      date of the Lincoln Meeting or by 4:30 p.m. (Vancouver time) on the
      Business Day prior to the date on which any adjournment of the Lincoln
      Meeting is held;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (b) | Lincoln Shares held by Dissenting Shareholders who are
      ultimately entitled to be paid fair value for their Lincoln Shares will be
      and will be deemed to have been sold to Lincoln and such Dissenting
      Shareholders shall cease to have any rights as former holder of Lincoln
      Shares other than their right to be paid fair value for their Lincoln
      Shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | (c) | Lincoln Shareholders who exercise, or purport to
      exercise, Dissent Rights, and who are ultimately determined not to be
      entitled, for any reason, to be paid fair value for their Lincoln Shares
      shall be deemed to have participated in the Arrangement on the same basis
      as any non-Dissenting Shareholders as at and from the Effective Date and
      shall receive, and be entitled to receive, only the consideration for each
      Lincoln Share on the basis set forth in Section 3.01
(b).                                                                                                                                                                                                                                                                                                                                                               

|4.02 | Registered Holders
|---- | ------------------

In no circumstances shall Lincoln or any other Person be
required to recognize a Person exercising Dissent Rights unless such Person is a
registered holder of the Lincoln Shares in respect of which such Dissent Rights
are sought to be exercised.

|4.03 | Recognition of Dissenting Shareholders
|---- | --------------------------------------

Neither Lincoln nor any other Person shall be required to
recognize a Dissenting Shareholder as a registered or beneficial owner of
Lincoln Shares at or after the Effective Date, and on the Effective Date the
names of such Dissenting Shareholders shall be deleted from the register of
holders of Lincoln Shares maintained by or on behalf of Lincoln.

|4.04 | Dissent Right Availability
|---- | --------------------------

A registered holder is not entitled to exercise Dissent Rights
with respect to Lincoln Shares if such holder votes (or instructs, or is deemed,
by submission of any incomplete proxy, to have instructed his, her or its
proxyholder to vote) in favour of the resolution approving the Arrangement.

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ARTICLE 5 - CERTIFICATES AND DOCUMENTATION

|5.01 | Letter of Transmittal
|---- | ---------------------

As soon as reasonably practicable after the Effective Date, LPT
shall forward or cause to have forwarded to each holder of Lincoln Shares just
before the Arrangement, at the address of such holder as it appears on the
register for such holders, a letter of transmittal and instructions for
obtaining the certificate or certificates representing the Post Consolidation
LPT Shares to which such Shareholder is entitled pursuant to the Arrangement.
LPT shall deliver to holders of Lincoln Shares the certificate or certificates
representing the number of Post Consolidation LPT Shares to which such
Shareholder is entitled pursuant to the Arrangement upon receipt by LPT of
certificates representing the Lincoln Shares at the office of the depositary
indicated in the transmittal letter together with a duly completed letter of
transmittal and such other documents as the depositary may require. The
certificates representing Post Consolidation LPT Shares forwarded to former
holders of Lincoln Shares shall be registered in such name or names and
delivered to such address or addresses as such holders may direct in such letter
of transmittal as soon as reasonably practicable after receipt by the depositary
of the required documents.

|5.02 | Status of LPT and Lincoln Share
      Certificates
|---- | --------------------------------------------------

After the Effective Date, certificates formerly representing
Lincoln Shares shall represent only the right to receive certificates
representing Post Consolidation LPT Shares in accordance with Section 3.01
hereof.

|5.03 | Fractional Shares
|---- | -----------------

No Lincoln Shareholder shall receive fractional shares of LPT
and no cash will be paid in lieu thereof. Any fractions resulting will be
rounded to the nearest whole number, with fractions of one-half or greater being
rounded to the next higher whole number and fractions of less then one-half
being rounded to the next lower whole number.

|5.04 | Lost Certificates
|---- | -----------------

In the event any certificate, which immediately before the
Effective Date represented one or more Lincoln Shares that were exchanged
pursuant to Section 3.01, is lost, stolen or destroyed, upon the making of an
affidavit of that fact by the Person claiming such certificate to be lost,
stolen or destroyed, LPT will issue in exchange for such lost, stolen or
destroyed certificate, one or more certificates representing one or more Post
Consolidation LPT Shares, deliverable in accordance with such holder's
transmittal letter. When authorizing such issuances in exchange for any lost,
stolen or destroyed certificate, the Person to whom certificates representing
Post Consolidation LPT Shares are to be issued or delivered will, as a condition
precedent to the issuance thereof, give a bond satisfactory to LPT and its
transfer agent in such sum as LPT may direct and otherwise indemnify LPT in a
manner satisfactory to it, against any claim that may be made against it or
Lincoln or either of them with respect to the certificate alleged to have been
lost, stolen or destroyed.

|5.05 | Termination of Rights
|---- | ---------------------

Any certificates formerly representing Lincoln Shares that are
not deposited with all other documents as provided in Section 5.01 on or before
the sixth anniversary of the Effective Date shall cease to represent any right
or claim of any kind or nature and the right of the former holder of such
Lincoln Shares to receive certificates representing Post Consolidation LPT
Shares and the Post Consolidation LPT Shares issued to such former Lincoln
Shareholder shall be deemed to be surrendered to LPT together with all dividends
or distributions thereon held for such holder.

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