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SECOND AMENDMENT TO ARRANGEMENT AGREEMENT

This Second Amendment to
Arrangement Agreement (this "Amendment") is made and entered into as of
April 30, 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, as amended by a First Amendment to Arrangement
      Agreement dated as of February 16, 2009 (collectively, the
      "Agreement");                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                  
|B. | Pursuant to Section 6.01(a) of the Agreement, the
      Agreement may be amended from time to time by mutual written agreement of
      the Parties, including to change the time for performance of any of the
      obligations or acts of the Parties under the Agreement; and
|   |                                                                                                                                                                                                                                                                                  
|C. | The Parties wish to amend the Agreement 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.  | Amendment                                                                                                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(a) | The date "April 30, 2009" set forth in Section 6.02(d) of
      the Agreement is amended by deleting it and substituting in its place
      "June 30, 2009".                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                        
|2.  | Miscellaneous                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                        
|(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.                                                                                                                                                                                

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|(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.
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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 |                 

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