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FIRST AMENDMENT TO ARRANGEMENT AGREEMENT

This First Amendment to
Arrangement Agreement (this "Amendment") is made and entered into as of
February 16, 2009, by and between LPT Capital Ltd. ("LPT"), Lincoln Gold
Corporation ("Lincoln") and 0843037 B.C. Ltd. ("LPT Sub"). LPT,
Lincoln and LPT Sub are referred to herein as the "Parties."

RECITALS

|A. | The Parties entered into an Arrangement Agreement dated
      as of January 15, 2009 (the "Agreement");                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                
|B. | Pursuant to Section 6.01 of the Agreement, the Agreement
      and the Plan of Arrangement attached as Exhibit I thereto may be amended
      from time to time by mutual written agreement of the Parties;
and
|   |                                                                                                                                                                                                                
|C. | The Parties wish to amend the Agreement and the Plan of
      Arrangement as set forth in this Amendment.                                                                                                      

AGREEMENT

Now, therefore, in consideration
of the covenants and agreements herein contained and other good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the Parties), the Parties agree as follows:

|1.  | Amendments                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                               
|(a) | The definition of "Effective Date" set forth in Section
      1.01 of the Agreement is amended by deleting it in its entirety and
      substituting the following in its place the following:

"Effective Date" means the date
on which the Arrangement Filings are made effective by the Registrar, provided
that 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, acting reasonably;

|(b) | The definition of "Effective Date" set forth in Section
      1.01(l) of the Plan of Arrangement attached as Exhibit I to the Agreement
      is amended by deleting it in its entirety and substituting the following
      in its place the following:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

"Effective Date" means the date
on which the Arrangement Filings are made effective by the Registrar, provided
that 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, acting reasonably;

|(c) | The date "February 15, 2009" set forth in Section 6.02(b)
      and Section 6.02(d) of the Agreement is amended by deleting it and
      substituting in its place in each case "April 30,
2009".
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|(d) | Section 5.01(o) of the Agreement is amended by deleting
      it in its entirety and substituting the following in its
  place:
|--- | -------------------------------------------------------------------------------------------------------------------------------

| | "(o) | the Escrowed Shares shall have been transferred to
      persons designated by Lincoln, provided that the transferees designated by
      Lincoln have delivered the necessary information and documentation in
      sufficient time in advance to permit the completion of the transfer of the
      Escrowed Shares on the Effective Date;"
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                          
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|    |                                                                                                                                                                                                                                                                                                                                                                        
|(a) | Effect of Amendment. The provisions of this
      Amendment are hereby incorporated into and made part of the Agreement and
      the Plan of Arrangement. Except as amended by this Amendment, all of the
      provisions of the Agreement shall continue in full force and effect,
      unamended.                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(b) | Definitions. Unless otherwise defined in this
      Amendment, capitalized terms have the meanings given in the Agreement.                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(c) | Entire Agreement. The Agreement (including the
      documents and the instruments referred to therein) and this Amendment
      constitute the entire agreement among the Parties and supersede all prior
      agreements, understandings and representations by or among the Parties,
      written and oral, with respect to the subject matter hereof and thereof.
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(d) | Governing Law. This Amendment shall be governed by
      and construed in accordance with the laws of the Province of British
      Columbia and the laws of Canada applicable therein.                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(e) | Counterparts. This Amendment 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:                     | "Andrew Milligan"    |                 
|                         | Authorized Signatory |                 
|                         |                      |                 
|                         |                      |                 
|0843037 B.C. LTD.        |                      |                 
|                         |                      |                 
|Per:                     | "Philip Walsh"       |                 
|                         | Authorized Signatory |                 

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