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EXHIBIT 11.01

CODE OF ETHICS

LINCOLN GOLD CORP.
  (the
Company)

The Board of Directors of the Company has adopted the following
Code of Ethics (the Code) for directors and officers of the Company.
This purpose of the Code is to :

| | promote honest and ethical conduct and focus
      the board of directors and each director and officer on areas of ethical
      risk, including the handling of actual or apparent conflicts of interest
      between personal and professional relationships;          
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| | promote full, fair, accurate and timely
      disclosure in the reports and documents that the Company files with or
      submits to Canadian securities commissions, the Securities and Exchange
      Commission and in other public communications made by the Company;
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| | promote compliance with applicable governmental
      laws, rules and regulations;                                                                                                                                                                                         
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| | provide guidance to directors to help them
      recognize and deal with ethical issues;                                                                                                                                                                                   
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| | provide mechanisms for the prompt reporting of
      unethical conduct and violations of this Code; and                                                                                                                                                                    
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| | help foster a culture of honesty and
      accountability.                                                                                                                                                                                                                 

Each director and officer of the Company, including the
Companys Chief Executive Officer, Chief Financial Officer and Controller, must
comply with the letter and spirit of this Code.

No code or policy can anticipate every situation that may arise
or replace the thoughtful behavior of an ethical director and officer. Directors
and officers are encouraged to bring questions about particular circumstances
that may implicate one or more of the provisions of this Code to the attention
of the Chairman of the Audit Committee.

Conflicts Of Interest

Directors and officers must avoid any conflicts of interest
between the director or officer and the Company unless the relationship is
approved in advance by the board of directors of the Company in accordance with
the Canada Business Corporations Act (the CBCA) and the articles and
bylaws of the Company. Any situation that involves, or may reasonably be
expected to involve, a conflict of interest with the Company, should be
disclosed promptly to the Companys board of directors. A conflict of
interestcan occur when:

| | A director's or officers personal interest is
      adverse to, or may appear to be adverse to, the interests of the Company
      as a whole.                                               
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| | A director or officer, or a member of his or
      her immediate family, receives improper personal benefits as a result of
      his or her position as a director of officer of the Company.

The following situations may give rise to a conflict of
interest that would require prior approval of the board of directors of the
Company in accordance with the CBCA and the articles and bylaws of the Company:

| | the receipt of a personal benefit from a person
      or firm which is seeking to do business or to retain business with the
      Company;
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| | compensation (in any form) for services
      performed for the Company from any source other than the Company;                            

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| | gifts from persons or entities who deal with
      the Company in those cases where any such gift is being made in order to
      influence the directors' or officers actions as a member of the board of
      directors or where acceptance of the gifts could create the appearance of
      a conflict of interest;
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| | the use of the Companys assets, property,
      labor or information for personal gain;                                                                                                                                                                                                                                 
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| | the taking for themselves or their companies
      opportunities that are discovered through the use of Companys property or
      information or through their position as a director or officer; and                                                                                                                  
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| | competition with the Company for business
      opportunities.                                                                                                                                                                                                                                                           

Confidentiality

Directors and officers must maintain the confidentiality of
information entrusted to them by the Company and any other confidential
information about the Company that comes to them, from whatever source, in their
capacity as a director or officer, except when disclosure is authorized or
legally mandated. For purposes of this Code, confidential informationincludes
all non-public information relating to the Company.

Full, Fair, Accurate, Timely And Understandable
Disclosure

Each director and officer shall provide, or cause to be
provided, full, fair, accurate and timely disclosure in the reports and
documents that the Company files with or submits to Canadian securities
commissions, the Securities and Exchange Commission and in other public
communications made by the Company

Compliance With Laws, Rules And Regulations

Directors and officers must comply, and oversee compliance by
employees, officers and other directors and officers, with laws, rules and
regulations applicable to the Company, including insider trading laws.

Fair Dealing

Directors and officers must deal fairly, and must oversee fair
dealing by employees and officers, with the Company's customers, suppliers,
competitors and employees.

Encouraging The Reporting Of Any Illegal Or Unethical
Behavior

Directors and officers should promote ethical behavior and take
steps to ensure the Company:

|1. | Encourages employees to talk to supervisors, managers and
      other appropriate personnel when in doubt about the best course of action
      in a particular situation.
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|2. | Encourages employees to report violations of laws, rules,
      regulations or the Company's Code of Conduct to appropriate
    personnel;                                
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|3. | Informs employees that the Company will not allow
      retaliation for reports made in good faith.                                                                       

Compliance Standards

Directors and officers should communicate any suspected
violations of this Code promptly to the board of directors or to the audit
committee of the board of directors. Violations will be investigated by the
audit committee of the board of directors, and appropriate action will be taken
in the event of any violations of the Code.

Waiver Of Code Of Business Conduct And Ethics

Any waiver of this Code may be made only by the board of
directors.

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