Filed by Automated Filing Services Inc. (604) 609-0244 - Lincoln Gold Corp. - Exhibit 10.1






EXHIBIT 10.1

OPTION AGREEMENT BUFA PROPERTY

THIS AGREEMENT is dated for reference the 12th day
of April, 2007.

BETWEEN:

ALMADEN MINERALS LTD. (“Almaden”),
a body corporate amalgamated under the laws of British Columbia, having an
office at 1103 – 750 West Pender Street, Vancouver, B.C. V6C 2T8 and MINERA
GAVILAN, S.A. de C.V. (“Minera”), a Mexican Incorporated, and wholly owned
subsidiary of Almaden with an office at Ricardo Flores Magon 67, Int. 8-N
Colonia Centro, Parral, Chihuahua 33800, Mexico

(Collectively, the “ Optionors” or
“Optionor”)

OF THE FIRST PART

AND

LINCOLN GOLD CORP. (“Lincoln
”), a body incorporated pursuant to the laws of Nevada, and having an office
at 325 Tahoe Drive, Carson City Nevada 89703

(the "Optionee")

OF THE SECOND PART

WHEREAS:

	A. 	
      The Optionor is the legal and beneficial owner of the
      claims, which are located in the State of Chihuahua Mexico and are
      collectively generally known and described as the "Bufa
  Property";

	 	 
	B. 	
      The Optionors have agreed to grant an option to the
      Optionee to acquire up to a 60% interest in the Property in consideration
      of the Optionee undertaking a work program on the Property aggregating
      US$3,500,000 and issuing an aggregate of 1,550,000 shares of the Optionee
      to Almaden as set forth herein; and

	 	 
	C. 	
      The Optionee is a OTCBB company;



                
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the sum of $10
now paid by the Optionee to the Optionors, the receipt and sufficiency of which
is hereby expressly acknowledged, and of the mutual promises, covenants,
conditions, representations and warranties herein set out, the parties hereto
agree as follows:

	1. 	
      INTERPRETATION



1.1     
      For the purposes of this Agreement,
including the recitals and any schedules hereto, unless there is something in
the subject matter or context inconsistent therewith, the following words and
expressions shall have the following meanings:





	 	(a) 	
      "Agreement" means this Agreement, as amended from time to
      time;

	 	 	 	 
	 	(b) 	
      “Area of Interest” means that area within 2 kilometers
      from the boundary of any of the claims comprising the Property;

	 	 	 	 
	 	(c) 	
      “Environmental Claims” means any and all administrative,
      regulatory or judicial actions, suits, demands, claims, liens, notices of
      non-compliance or violation, investigations or proceedings relating in any
      way to any Environmental Law or any permit issued under any such
      Environmental Law, including, without limitation:

	 	 	 	 
	 		(i) 	
      any and all claims by governmental or regulatory
      authorities for enforcement, clean-up, removal, response, remedial or
      other actions or damages pursuant to any applicable Environmental Law;
      and

	 	 	 	 
	 		(ii) 	
      any and all claims by any third party seeking damages,
      contribution, indemnification, cost recovery, compensation or injunctive
      or other relief resulting from hazardous materials, including any release
      thereof, or arising from alleged injury or threat of injury to human
      health or safety (arising from environmental matters) or the
      environment;

	 	 	 	 
	 	(d) 	
      “Environmental Law” means all requirements of the common
      law, civil code or of environmental, health or safety statutes,
      regulations, rules, ordinances, policies, orders, approvals, notices,
      licenses, permits or directives of any federal, state, territorial,
      provincial or local judicial, regulatory or administrative agency, board
      or governmental authority including, but not limited to those relating to
      (i) noise, (ii) pollution or protection of the air, surface water, ground
      water or land, (iii) solid, gaseous or liquid waste generation, handling,
      treatment, storage, disposal or transportation, (iv) exposure to hazardous
      or toxic substances, or (v) the closure, decommissioning, dismantling or
      abandonment of any facilities, mines or workings and the reclamation or
      restoration of lands;

	 	 	 	 
	 	(e) 	
      “Effective Date” means the date on which this agreement
      is executed and delivered ;

	 	 	 	 
	 	(f) 	
      "Mining Work" means every kind of work done on or in
      respect of the Property or the products there from by or under the
      direction of or on behalf of or for the benefit of a party and, without
      limiting the generality of the foregoing, includes assessment work,
      geophysical, geochemical and geological surveying, studies and mapping,
      investigating, drilling, designing, examining, equipping, improving,
      surveying, shaft sinking, raising, crosscutting and drifting, searching
      for, digging, trucking, sampling, working and procuring minerals, ores,
      metals and concentrates, surveying and bringing any mineral claims or
      other interests to lease or patent, reporting and all other work usually
      considered to be prospecting, exploration, development and mining
    work;

	 	 	 	 
	 	(g) 	
      "Option" means the sole and exclusive right and option to
      acquire and undivided 60% legal and beneficial interest in the
      Property;



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	 	(h) 	
      "Property" means those mineral properties more
      particularly described in Schedule "A" hereto together with any surface
      rights, mineral rights, personal property and permits associated
      therewith, and shall include any renewal thereof and any other form of
      successor or substitute title thereto.



1.2            In
this Agreement, all dollar amounts are expressed in lawful currency of the
United States of America.

1.3            The
titles to the respective Articles hereof shall not be deemed to be a part of
this Agreement but shall be regarded as having been used for convenience
only.

1.4            Words
used herein importing the singular number shall include the plural, and
vice-versa, and words importing the masculine gender shall include the feminine
and neuter genders, and vice-versa, and words importing persons shall include
firms, partnerships and corporations.

	2. 	
      REPRESENTATIONS AND WARRANTIES

	 	 	 
	2.1 	
      The Optionee represents and warrants to the Optionors
      that:

	 	 	 
		(a) 	
      it has full power and authority to carry on its business
      and to enter into this Agreement and any agreement or instrument referred
      to in or contemplated by this Agreement;

	 	 	 
		(b) 	
      it has full power and has received full corporate
      authority for the execution, delivery and performance of this Agreement
      and the execution, delivery and performance of this Agreement and the
      consummation of the transactions herein contemplated will not conflict
      with, or accelerate the performance required by or result in any breach of
      any covenants or agreements contained in or constitute a default under, or
      result in the creation of any encumbrance, lien or charge under any
      indenture, agreement or other instrument whatsoever to which they are a
      party or by which they are bound or to which they may be subject and will
      not contravene any applicable laws;

	 	 	 
		(c) 	
      Any matters which arise which impede or delay the
      progress of work on the property by the Optionee or which may reasonably
      be anticipated to impede or delay the progress of work on the Property,
      for whatever cause, must be reported to the Optionor in a timely
      manner.

	 	 	 
	2.2 	
      The Optionors represent and warrant to the Optionee
      that:

	 	 	 
		(a) 	
      each has full legal capacity and competence to enter into
      this Agreement and any agreement or instrument referred to in or
      contemplated by this Agreement and to carry out and perform all of their
      obligations and duties hereunder;

	 	 	 
		(b) 	
      it has full power and authority for the execution,
      delivery and performance of this Agreement and the execution, delivery and
      performance of this Agreement and the consummation of the transactions
      herein contemplated will not conflict with, or accelerate the performance
      required by or result in any breach of any covenants or agreements
      contained in or constitute a default under, or result in the creation of
      any



3





			
      encumbrance, lien or charge under any indenture,
      agreement or other instrument whatsoever to which they are a party or by
      which they are bound or to which they may be subject and will not
      contravene any applicable laws;
	 
	 	 	 
		(c) 	
      Minera is the sole owner of, and holds good and
      marketable title to an undivided 100% right, title and interest in and to
      claims of the Property

	 	 	 
		(d) 	
      the Property is properly and accurately described in
      Schedule “A” hereto, and is in good standing under the laws of the
      jurisdiction in which the Property is located to and the conditions on and
      relating to the Property respecting all past and current operations
      thereon are to the best of its knowledge in compliance with all applicable
      federal and state laws including all Environmental Laws;

	 	 	 
		(e) 	
      all taxes, assessment, rentals, levies or other payments
      relating to the Property and required to be made to any federal and state
      governmental instrumentality have been made;

	 	 	 
	3. 	
      OPTION



3.1            The
Optionors hereby grant to the Optionee the sole and exclusive right and option
to acquire a 60% undivided interest in the Property by the making of
expenditures for Mining Work (“Expenditures”) and issuing shares of its capital
as follows:

	 	(a) 	
      the Optionee must spend US$500,000 in expenditures (which
      must include drilling) on the Property by the first anniversary of the
      Effective date (firm commitment);

	 	 	 
	 	(b) 	
      the Optionee makes Expenditures of an additional US$
      750,000 on the Property by the second anniversary of the Effective
      date;

	 	 	 
	 	(c) 	
      the Optionee makes Expenditures of an additional US$
      1,000,000 on the Property by the third anniversary of the Effective
      date;

	 	 	 
	 	(d) 	
      the Optionee makes Expenditures an additional US$
      1,250,000 on the Property by the fourth anniversary of the Effective
      date;

	 	 	 
	 	(e) 	
      the Optionee issues 150,000 common shares of the Optionee
      to Almaden within 5 business days of the Effective Date(firm
      commitment);

	 	 	 
	 	(f) 	
      the Optionee issues an additional 200,000 shares of the
      Optionee to Almaden on or before the first anniversary of the Effective
      date

	 	 	 
	 	(g) 	
      the Optionee issues an additional 200,000 shares of the
      Optionee to Almaden on or before the second anniversary of the Effective
      date;

	 	 	 
	 	(h) 	
      the Optionee issues an additional 1,000,000 shares of the
      Optionee to Almaden on or before the fourth anniversary of the Effective
      date;



4




Any Expenditures in excess of the Expenditures for such period
shall be credited towards the Expenditures required for a succeeding period or
periods.

The shares to fulfill the Share requirements set forth in
section 3.1 (e) to 3.1 (h) shall be issued to Almaden. The Optionee shall use
its best endeavours to ensure that all shares are issued without restriction on
transfer or if issued with restriction on transfer that such restrictions are
removed as soon as possible.

Almaden agrees that, in order to enable the Optionee to comply
with applicable United States securities laws, each issuance of Shares to
Almaden will be conditional upon execution by Almaden in favour of the Optionee
of an Investment Agreement in the form attached hereto as Schedule C in respect
of the issuance of Shares.

	4. 	
      OPTION EXERCISE



4.1            Upon
the fulfillment of the Expenditure requirements and the share requirements as
set forth in section 3.1 the Optionee shall be deemed to have earned an
undivided 60% interest in the Property (the “Option Exercise”), subject always
to compliance with the provisions of Section 6.3 (h).

	5. 	
      OPTIONEE’S RIGHTS



5.1            Except
as otherwise provided in this Agreement, until the Option is exercised or
terminated in accordance with the terms of this Agreement, the Optionee, its
servants and agents shall have the sole and exclusive right to:

	 	(a) 	
      enter in, under or upon the Property and conduct Mining
      Work;

	 	 	 
	 	(b) 	
      exclusive and quiet possession of the Property;

	 	 	 
	 	(c) 	
      bring upon the Property and to erect thereon such mining
      facilities as it may consider advisable; and

	 	 	 
	 	(d) 	
      remove from the Property and dispose of for its own
      account ore or mineral products for the purpose of bulk sampling, pilot
      plant or test operations.




	6. 	
      POWERS, DUTIES AND OBLIGATIONS OF
  OPTIONEE



6.1            Until
the Option is exercised or terminated in accordance with the terms of the
Agreement, the Optionee shall have full right, power and authority to do
everything necessary or desirable to carry out an exploration program on the
Property and to determine the manner of exploration and development of the
Property and, without limiting the generality of the foregoing, the right, power
and authority to:

	 	(a) 	
      regulate access to the Property, subject only to the
      right of the Optionors and its representatives to have access to the
      Property at all reasonable times for the purpose of inspecting work being
      done thereon but at their own risk and expense;



5





	 	(b) 	
      employ and engage such employees, agents and independent
      contractors as it may consider necessary or advisable to carry out its
      duties and obligations hereunder and in this connection to delegate any of
      its powers and rights to perform its duties and obligations hereunder;
      and

	 	 	 
	 	(c) 	
      execute all documents, deeds and instruments, do or cause
      to be done all such acts and things and give all such assurances as may be
      necessary to maintain good and valid title to the Property and each party
      hereby irrevocably constitutes the Optionee its true and lawful attorney
      to give effect to the foregoing and hereby agrees to indemnify and save
      the Optionee harmless from any and all costs, loss or damage sustained or
      incurred without gross negligence or bad faith by the Optionee directly or
      indirectly as a result of its exercise of its powers pursuant to this
      Subsection 6.1(c).



6.2            In
the event of any subdivision, consolidation or other change in the share capital
of the Optionee prior to the exercise in full of the Option, the number of
shares to be delivered or issued to the Optionor thereafter in connection with
the exercise of the Option shall be adjusted in accordance with such
subdivision, consolidation or other change in the share capital of the Optionee.
In the event the Optionee undertakes an amalgamation, merger, reorganization or
other arrangement prior to the exercise in full of the Option, the number of
shares to be delivered or issued to the Optionor thereafter shall be adjusted in
accordance with such amalgamation, merger, reorganization or other
arrangement.

6.3            Until
the Option is exercised or terminated in accordance with the terms of this
Agreement, the Optionee shall have the duties and obligations to:

	 	(a) 	
      Keep the Property free and clear of all liens and
      encumbrances arising from its operations hereunder (except liens contested
      in good faith by the Optionee)

	 	 	 
	 	(b) 	
      Keep the Property in good standing by the doing and
      filing, or payment in lieu thereof, of all necessary assessment work and
      payment of all taxes required to be paid and by the doing of all other
      acts and things and the making all other payments required to be made
      which may be necessary in that regard, and shall provide to the Optionors
      proof of such filing and payment or payment in lieu not less than 30 days
      before the due date of such filing or payment ;

	 	 	 
	 	(c) 	
      Permit the Optionors and representatives, duly authorized
      in writing by them or either of them, access to all records prepared by
      the Optionee in connection with Mining Work. The Optionee shall prepare
      and deliver to the Optionor at reasonable intervals, but in any event not
      less frequently than once each calendar quarter, reports on all Mining
      Work conducted by the Optionee. A formal written report prepared by a
      qualified person under the meaning of National Instrument 43-101 is
      required by the Optionor no later than May 15th of each year, to detail
      and describe the work performed during the preceding 12 months; If the
      optionor terminates the agreement before this date, the report is required
      within 14 days of the notice of termination.

	 	 	 
	 	(d) 	
      Conduct all work on or with respect to the Property in a
      careful and minerlike manner and in accordance with the applicable laws of
      the jurisdiction in which the Property is



6





	 		
      located and indemnify and save the Optionor harmless from
      any and all claims, suits or actions made or brought against the Optionor
      as a result of work done by the Optionee on or with respect to the
      Property;

	 	 	 
	 	(e) 	
      Maintain true and correct books, accounts and records of
      operations hereunder.

	 	 	 
	 	(f) 	
      During the term of the Option, the Optionee shall pay all
      taxes, complete and file all assessment work and make all necessary
      payments and do such further and other acts as may be required to maintain
      the Property in good standing and shall not abandon or terminate the
      Option at any time less than 90 days prior to the date on which any act is
      required to maintain the Property in good standing.

	 	 	 
	 	(g) 	
      provide to the Optionor copies of all news releases and
      other continuous disclosure documents filed or disseminated by the
      Optionee under securities laws of Canada and such other jurisdictions to
      which the Optionee may be subject which releases or documents shall comply
      with appropriate disclosure standards including, without limitation, NI
      43-101..

	 	 	 
	 	(h) 	
      Within 30 days after the end of each period within which
      expenditures are required (“Qualifying Expenditures”) to be made by the
      Optionee to maintain this Option Agrement in good standing the Optionee
      and before earning an interest in accordance with the provisions of
      Sections 3.2 or 4.1 of this agreement, shall supply to the Optionor a
      geological or engineering report in writing reporting in detail as to the
      work conducted and a report of the Qualifying Expenditures made by the
      Optionee. Such report of Qualifying Expenditures shall, if required by the
      Optionors, be certified to by the Optionee’s auditors.. Should such
      reports not be provided or should such reports not demonstrate
      expenditures sufficient to meet the required expenditures for the period
      covered by such report this Option Agreement may on notice in accordance
      with Section16.1 terminate the Option and the Secondary Option., or, at
      the election of the Optionors, require additional Qualifying Expenditures
      to be made or require payment in lieu of such expenditures.
  



 

	7. 	
      JOINT VENTURE

	 	 
	7.1 	
      Upon the Optionee earning its interest under 3.2 all
      operations shall be conducted on a joint venture basis the basic terms of
      which venture shall be as set forth in Schedule “B” or such further or
      other terms as the parties may agree upon.

	 	 
	8. 	
      TERMINATION OF OPTION



8.1            In
the event of default in the performance of the requirements of Section 3.1,
then, subject to the provisions of Sections 8.2 and 16.1 of this Agreement, the
Option and this Agreement shall terminate.

8.2            The
Optionee shall have the right to terminate this Agreement by giving 30 days'
written notice of such termination to the Optionors and upon the effective date
of such termination this Agreement shall be of no further force and effect and
the Optionee will have no further obligation to issue any 

7




Shares or incur any further exploration expenditures on the
Property, except the Optionee shall be required to satisfy any requirements
which have accrued under the provisions of this Agreement which have not been
satisfied.

8.3            Notwithstanding
any other provisions of this Agreement, in the event of termination of this
Agreement, the Optionee shall:

	 	(a) 	
      deliver to the Minera on any and all reports, samples,
      drill cores and engineering data of any kind whatsoever pertaining to the
      Property or related to Mining Work which have not been previously
      delivered to the Optionor;

	 	 	 
	 	(b) 	
      upon notice from the Minera, remove all materials,
      supplies and equipment from the Property; provided however, that the
      Minera may retain ore and, at the cost of the Optionee, dispose of any
      such materials, supplies or equipment not removed from the Property within
      one hundred and eighty (180) days of receipt of such notice by the
      Optionee; and

	 	 	 
	 	(c) 	
      ensure that, at the effective date of termination of this
      Agreement, the Property is free and clear of all liens and encumbrances
      arising from its operations hereunder (except liens contested in good
      faith by the Optionee) and in good standing for at least the next ensuing
      12 months whether by having done and filed, or paid in lieu thereof, all
      assessment work necessary for that purpose.




	9. 	
      CONFIDENTIALITY



9.1            All
information and data concerning or derived from Mining Work shall be
confidential and, except to the extent required by law or by regulation of any
securities commission, stock exchange or other regulatory body, shall not be
disclosed to any person other than a party's professional advisors without the
prior written consent of the other party or parties, which consent shall not
unreasonably be withheld.

	10. 	
      NOTICE



10.1            Any
notice, direction, or other instrument required or permitted to be given under
this Agreement shall be in writing and shall be given by the delivery of same or
by mailing same by prepaid registered or certified mail or by sending same by
telegram, telex, telecommunication or other similar form of communication, in
each case addressed to the intended recipient at the address of the respective
party set out on the first page hereof.

10.2            Any
notice, direction, or other instrument aforesaid will, if delivered, be deemed
to have been given and received on the day it was delivered, and if mailed, be
deemed to have been given and received on the fifth business day following the
day of mailing, except in the event of disruption of the postal service in which
event notice will be deemed to be received only when actually received and, if
sent by telegram, telecommunication or other similar form of communication, be
deemed to have been given and received on the day it was actually received.

8




10.3 Any party may at any time give notice in writing to the
others of any change of address, and from and after the giving of such notice,
the address therein specified will be deemed to be the address of such party for
the purposes of giving notice hereunder.

	11. 	
      FURTHER ASSURANCES



11.1            Each
of the parties covenants and agrees, from time to time and at all times, to do
all such further acts and execute and deliver all such further deeds, documents
and assurances as may be reasonably required in order to fully perform and carry
out the terms and intent of this Agreement.

	12. 	
      AREA OF INTEREST



12.1            If
at any time during the subsistence of this Agreement either the Optionor or the
Optionee stakes any mineral property located wholly or partly within the Area of
Interest, such party give written notice of the acquisition of such Interest to
the other party within 30 days of the acquisition which sufficiently describes
the acquisition, including the cost thereof. Within 30 days of receiving such
notice the non-acquiring party shall notify the acquiring party in writing as to
whether or not it intends that the acquisition should become part of the
Property. If the non-acquiring party fails to so notify the acquiring party
within 30 days of receipt of the notice of the acquisition, then the acquisition
shall be for the sole interest of the acquiring party and not subject to the
terms of the option. 

12.2            If
the acquiring party is the Optionor and the Optionee has notified the Optionor
of its intention that the acquisition should become part of the Property, the
Optionee shall pay the Optionor within 30 days, the cost of acquisition. Upon
payment of the cost of the acquisition by the Optionee,Minera and Optionee shall
each become the beneficial owner of an interest in the acquisition (in the
proportions set forth in this option in effect at the date of the acquisition )
and the acquisition will become part of the option and is subject to the terms
of this option save and except for the provisions of this Article 12.

12.3            If
theacquiring party is the Optionee and the Optionor has notified the Optionee of
the intention that the acquisition should become part of the Property, Minera
and the Optionee shall each become beneficial owner of an interest in the
acquisition (in the proportions set forth in this option in effect at the date
of the acquisition ) and the acquisition shall become part of the option and
subject to the terms of the option, save and except for the provisions of this
Article 12.

12.4            If
an acquisition by the Optionee becomes part of the Property as provided for
herein, the cost of the acquisition shall be credited towards the expenditures
in Article 3. 

	13. 	
      TIME OF THE ESSENCE

	 	 
	13.1 	
      Time shall be of the essence in the performance of this
      Agreement.



9





	14. 	
      ENUREMENT



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

	15. 	
      FORCE MAJEURE



15.1            No
party will be liable for its failure to perform any of its obligations under
this Agreement due to a cause beyond its reasonable control including, but not
limited to, acts of God, fire, storm, flood, explosion, strikes, lockouts or
other industrial disturbances, acts of public enemy, war, riots, laws, rules and
regulations or orders of any duly constituted governmental authority, or
non-availability of materials or transportation (each an "Intervening
Event").

15.2            All
time limits imposed by this Agreement will be extended by a period equivalent to
the period of delay resulting from an Intervening Event.

15.3            A
party relying on the provisions of Section 14.1 hereof, insofar as possible,
shall promptly give written notice to the other party of the particulars of the
Intervening Event, shall give written notice to all other parties as soon as the
Intervening Event ceases to exist, shall take all reasonable steps to eliminate
any Intervening Event and will perform its obligations under this Agreement as
far as practicable, but nothing herein will require such party to settle or
adjust any labour dispute or to question or to test the validity of any law,
rule, regulation or order of any duly constituted governmental authority or to
complete its obligations under this Agreement if an Intervening Event renders
completion impossible.

	16. 	
      DEFAULT



16.1            If
a party (the "Defaulting Party") is in default of any requirement herein set
forth, the party affected by such default (the "Non-Defaulting Party") shall
give written notice to all other parties within thirty (30) days of becoming
aware of such default, specifying the default, and the Defaulting Party shall
not lose any rights under this Agreement, nor shall the Agreement or the Option
terminate, nor shall the Non-Defaulting Party have any rights, remedies or cause
of action pursuant to this Agreement, or otherwise hereunder as a result of such
default, unless within ten (10) days after the giving of notice of default by
the Non-Defaulting Party, the Defaulting Party has failed to cure the default by
the appropriate performance, and if the Defaulting Party fails within such
period to cure such default, the Non-Defaulting Party shall only then be
entitled to seek any remedy it may have on account of such default.

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	17. 	
      TRANSFERS



17.1            The
Optionee with the consent of the Optionors first had and obtained, such consent
to be not unreasonably withheld, may at any time during the Option Period sell,
transfer or otherwise dispose of all or any portion of its interest in the
Property and/or its rights and obligations under this Agreement; provided that
any purchaser, grantee or transferee of any such interest delivers to the
Optionors its agreement related to this Agreement and to the Property ,
containing:

(a) a covenant by such transferee to
perform all the obligations of the Optionee to be performed under this Agreement
in respect of the interest to be acquired by it from the Optionee to the same
extent as if this Agreement had been originally executed by such transferee as
principal obligant; and

(b) a provision subjecting any further
sale, transfer or other disposition of such interest in the Property and/or this
Agreement or any portion thereof to the restrictions contained in this
section;

and further provided that any shares delivered to the Optionor
in connection with the exercise of the Option must be shares of the Optionee,
unless otherwise agreed in writing by the Optionor.

1702            No
assignment by the Optionee of any interest less than its entire interest in this
Agreement shall, as between the Optionee and the Optionor, discharge it from any
of its obligations hereunder, but upon the transfer by the Optionee of the
entire interest at the time held by it in this Agreement (whether to one or more
transferees and whether in one or in a number of successive transfers), the
Optionee shall be deemed to be discharged from all obligations hereunder save
and except for obligations which arose prior to the date of transfer.

17.3            If
the Optionor or the Optionee (the "Vendor") should at any time after exercise of
the Option receive a bona fide offer from an independent third party (the
"Proposed Purchaser") dealing at arm's length with the Vendor to purchase all or
substantially all of its interest in and to the Property , which offer the
Vendor desires to accept, or if the Vendor intends to sell all or substantially
all of its interest in and to the Property , the Vendor shall first make an
offer (the "Offer") of such interest in writing to the other party (the
"Offeree") upon terms no less favourable than those offered by the Proposed
Purchaser or intended to be offered by the Vendor, as the case may be. 

17.4            Each
Offer shall specify the price and terms and conditions of such sale, the name of
the Proposed Purchaser (which term shall, in the case of an intended offer by
the Vendor, mean the person or persons to whom the Vendor intends to offer its
interest) and, if the offer received by the Vendor from the Proposed Purchaser
provides for any consideration payable to the Vendor or otherwise than in cash,
the Offer shall include the Vendor's good faith estimate of the cash equivalent
of the non-cash consideration. 

17.5           
If within a period of 60 days of the receipt of the Offer the Offeree notifies
the Vendor in writing that it will accept the same, the Vendor shall be bound to
sell such interest to the Offeree (subject as hereinafter provided with respect
to price) on the terms and conditions of the Offer. 

11




17.6            If
the Offer so accepted by the Offeree contains the Vendor's good faith estimate
of the cash equivalent consideration as aforesaid, and if the Offeree disagrees
with the Vendor's best estimate, the Offeree shall so notify the Vendor at the
time of acceptance and the Offeree shall, in such notice, specify what it
considers, in good faith, the fair cash equivalent to be and the resulting total
purchase price. 

17.7            If
the Offeree so notifies the Vendor, the acceptance by the Offeree shall be
effective and binding upon the Vendor and the Offeree and the cash equivalent of
any such non-cash consideration shall be determined by binding arbitration under
the Commercial Arbitration Act of British Columbia and shall be payable by the
Offeree, subject to prepayment as hereinafter provided, within 60 days following
its determination by arbitration; and the Offeree shall in such case pay to the
Vendor, against receipt of an absolute transfer of clear and unencumbered title
to the interest of the Vendor being sold, the total purchase price which is
specified in its notice to the Vendor and such amount shall be credited to the
amount determined following arbitration of the cash equivalent of any non-cash
consideration. 

17.8           
If the Offeree fails to notify the Vendor before the expiration of the time
limited therefor that it will purchase the interest offered, the Vendor may sell
and transfer such interest to the Proposed Purchaser at the price and on the
terms and conditions specified in the Offer for a period of 60 days, provided
that the terms of this paragraph shall again apply to such interest if the sale
to the Proposed Purchaser is not completed within the said 60 days. 

17.9            Any
sale hereunder shall be conditional upon the Proposed Purchaser delivering a
written undertaking to the Offeree, in form and substance satisfactory to its
counsel, to be bound by the terms and conditions of this Agreement.

	18. 	
      SEVERABILITY



18.1            If
any one or more of the provisions contained herein should be invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity, legality and
enforceability of such provisions shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity, legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.

	19. 	
      AMENDMENT



19.1            This
Agreement may not be changed orally but only by an agreement in writing, signed
by the party against which enforcement, waiver, change, modification or
discharge is sought.

	20. 	
      ENTIRE AGREEMENT



20.1            This
Agreement constitutes and contains the entire agreement and understanding
between the parties and supersedes all prior agreements, memoranda,
correspondence, communications, negotiations and representations, whether oral
or written, express or implied, statutory or otherwise between the parties or
any of them with respect to the subject matter hereof. In particular, Almaden
agrees that the agreements of Lincoln as set forth in this Agreement replace and
supercede the obligations of Lincoln under the original letter of intent dated
August 5, 2005, including the obligations 

12




of Lincoln to issue to Almaden 70,000 shares on August 5, 2007,
80,000 shares on August 5, 2008 and 90,000 shares on August 5, 2009. 

	21. 	
      OPTION ONLY



21.1            This
Agreement provides for an option only, and except as specifically provided
otherwise, nothing herein contained shall be construed as obligating the
Optionee to do any acts or make any payments hereunder and any act or acts or
payment or payments as shall be made hereunder shall not be construed as
obligating the Optionee to do any further act or make any further payment.

	22. 	
      GOVERNING LAW AND
ARBITRATION



21.1            This
Agreement shall be governed by and interpreted in accordance with the laws of
the Province of British Columbia and the federal laws of Canada applicable
therein and the parties hereby irrevocably attorn to the jurisdiction of the
Courts and mediation/arbitral authorities of the Province of British
Columbia.

22.2            Any
  dispute arising between the parties shall if possible be settled by mediation.
  Failing resolution by mediation, the matter shall be determined by binding arbitration
  conducted under the Commercial Arbitration Act (British Columbia) and the place
  of arbitration shall be Vancouver, British Columbia.

   

THE COMMON SEAL of ALMADEN MINERALS LTD. 

  was hereto affixed in the presence of:

/s/ Morgan Poliquin 

  Authorized Signatory

 /s/ Duane Poliquin

  Authorized Signatory 

 

THE COMMON SEAL of MINERA GAVILAN, S.A. de C.V. 

  was hereto affixed in the presence of: 

	/s/ Morgan Poliquin

        Authorized Signatory

      /s/ Duane Poliquin

        Authorized Signatory 
	 C/S


13






THE COMMON SEAL of LINCOLN GOLD CORP. 

  was hereto affixed In the presence of: 

	/s/ Paul F. Saxton

        Authorized Signatory

      /s/ Andrew Milligan

        Authorized Signatory
	 C/S


 

14




SCHEDULE “A”

Claim Data




SCHEDULE "B"

JOINT VENTURE TERMS

	1. 	
      Participating Interests

	 	 	 
		
      Initial interests and initial investments of Almaden and
      the /Optionee will be as set forth in the Option agreement

	 	 	 
	2. 	
      Management Committee

	 	 	 
		
      The joint venture will be under the management of a
      management committee consisting of one representative of each participant
      and at least one alternate representative. A quorum for any Management
      Committee meeting shall be present if the representatives of all parties
      are present. The representative of the Operator shall be the chairman of
      Management Committee meetings. The Management Committee shall decide every
      question submitted to it by a vote with each representative being entitled
      to cast that number of votes which is equal to it’s party’s interest
      percentage. The Management committee shall make decisions by simple
      majority.

	 	 	 
	3. 	
      Operator

	 	 	 
		(a) 	
      The Optionee will be the first operator and remain so
      unless its interest is reduced below 50% or it resigns or is removed for
      default. Upon the Optionee ceasing as operator Almaden shall become
      operator failing which, the Management Committee shall thereupon select
      another party to become Operator.

	 	 	 
		(b) 	
      The non-operator may refer a question of operator default
      to arbitration if it is outvoted on a management committee motion to
      remove the operator for default.

	 	 	 
		(c) 	
      The operator must keep the property in good standing and
      free of encumbrances, comply with laws, and maintain proper books and
      accounts and adequate insurance.

	 	 	 
		(d) 	
      The operator must conduct joint venture activities
      according to approved programs and budgets, with sole responsibility for
      non-approved overruns exceeding 20% on exploration programs and 10% on
      development and other programs, and otherwise in accordance with good
      mining practices.

	 	 	 
		(e) 	
      The operator will have the right to cash call in advance
      to cover anticipated approved program expenditures, including a reasonable
      amount of working capital.

	 	 	 
		(f) 	
      The operator's charges for management will be: 10% of
      exploration costs, reduced to 5% on any single third party contract
      exceeding $50,000; 1% of construction costs; and 2% of mine operating
      costs. This charge is intended as a reimbursement of the costs of the time
      incurred by head office management and support functions in respect of
      approved programs on the Claims, which is not otherwise billed as a cost.
      The charge has been established as an estimate of anticipated management
      and administrative costs and on the basis that the party acting as
      Operator shall not profit nor suffer loss by virtue of acting in its
      capacity as Operator providing these services.

	 	 	 
		(g) 	
      After commencement of commercial production the operator
      will have a lien on the non operator’s interest to secure the non
      operator’s cost share of expenditures and the right to advance the cost
      share of a party in default, any such advances to be accounted for in
      dilution formulae outlined in Sections 5 (c) and 5 (d) of this
      Schedule.



 




-17-

	 	(h) 	
      Prior to a production decision, the operator will submit
      annual exploration programs for management committee approval, and will
      report on results on a quarterly basis.

	 	 	 
	 	(i) 	
      Unless a feasibility study was delivered prior to the
      formation of the joint venture, the Management Committee may approve a
      program which contemplates the preparation of a feasibility report at such
      time, if any, as it deems fit.

	 	 	 
	 	(j) 	
      A development program will be prepared by operator based
      on a feasibility study approved by the Management Committee.

	 	 	 
	 	(k) 	
      Each party must finance its own cost share of development
      costs, with the right to pledge its interest for such purpose.

	 	 	 
	 	(l) 	
      After commencement of commercial production, operator
      will submit annual operating programs for management committee
      approval.




	4. 	
      Participation in Programs and Dilution

	 	 	 	 
		(a) 	
      Parties will have an election as to whether to
      participate in any approved exploration program or approved development
      program up to the amount of its interest at such time.

	 	 	 	 
		(b) 	
      Electing to participate in an approved program will make
      a participant liable for its agreed cost share of all expenditures for
      that program.

	 	 	 	 
		(c) 	
      Electing not to participate in an approved program will
      result in dilution of interest, i.e. each party's interest will be
      calculated as follows:

	 	 	 	 
			
      AB + Y

			B + C
	 	 	 	 
			
      (Where:

	 	 	 	 
			A = the interest of the party being
      diluted prior to the start of the Relevant Program, as defined
below;


	 	 	 	 
			B = the sum of all deemed and prior contributions
      of all parties prior to the start of the Relevant Program;
	 	 	 	 
			Y = the actual contributions (if any) of the
      diluting party to the Relevant Program; and
	 	 	 	 
			C = the total amount actually contributed by all
      parties to the Relevant Program; and
	 	 	 	 
			
      “Relevant Program” means a program to which the
      diluting party elected not to contribute and the Program is subsequently
      funded by the other party increasing its contribution by the amount of the
      shortfall.) 

      and the contributing party's interest will be
      correspondingly increased.

	 	 	 	 
		(d) 	
      Notwithstanding (c) above, in the case of a development
      program which involves construction of mining facilities and bringing a
      mine to commercial production based on a feasibility study, a party
      electing to participate in such program in an amount less than its
      interest at the time (including not to participate at all) will result in
      dilution of such party's interest to that percentage of budgeted
      expenditures which it has agreed to contribute, subject to (f)
    below.

	 	 	 	 
		(e) 	
      Until commencement of commercial production, a
      participant’s failure to pay its cost share of an approved program after
      electing to participate will constitute default and result in double
      dilution of interest, i.e. the defaulting party's interest will
  be:







-18-

AB + Y
2[B + C]

(A, B, Y and C having the meanings
given above.)

and the non-defaulting party's
interest will be correspondingly increased.

After commencement of commercial
production, a participant’s failure to pay its cost share of an approved program
after electing to participate will constitute default and result in dilution of
interest, such that the defaulting party's interest will be:

AB + Y
B + 2C

(A, B, Y and C having the meanings
given above.)

and the non-defaulting party's
interest will be correspondingly increased.

	 	(f) 	
      Dilution to 10% will effect a deemed surrender of an
      interest in the joint venture, and conversion of such interest to a 2.0%
      net smelter royalty, which will be in a form to be agreed by the
      parties.




	5. 	
      Disposition of Production

	 	 	 
		(a) 	
      Each participant shall have the right to take its share
      of production in kind.

	 	 	 
		(b) 	
      The operator will be free to sell the share of production
      of any participant who fails to take its share in kind or make
      arrangements for sale, deducting its costs and expenses from the
      proceeds.

	 	 	 
	6. 	
      Transfers of Interests

	 	 	 
		(a) 	
      Any transfer of interest in the property and the joint
      venture agreement will be subject to a right of first offer of the other
      participant substantially in the form set forth in the Option Agreement
      under the heading “ Transfers”. Such a transfer cannot be made without the
      consent of the other party, which consent cannot be unreasonably withheld,
      and is subject to the transferee agreeing to be bound by the terms of the
      Joint Venture Agreement.

	 	 	 
		(b) 	
      No encumbrances of any interest will be permitted except
      for financing of development and then subject to the joint venture
      agreement.

	 	 	 
	7. 	
      Withdrawal and Winding Up

	 	 	 
		
      No withdrawal by a party or winding up of the joint
      venture will be permitted without adequate

	 	 	 
		
      payment of or security for reclamation and closure
      costs.







-19-

	8. 	
      Dispute Resolution

	 	 	 
		
      Arbitration administered by the British Columbia
      International Commercial Arbitration Centre.

	 	 	 
	9. 	
      Other

	 	 	 
		(a) 	
      Force majeure

	 	 	 
		(b) 	
      Confidentiality

	 	 	 
		(c) 	
      Subject to British Columbia
law.







-20-

SCHEDULE “C”

REGULATION S INVESTMENT AGREEMENT

WHEREAS:

A.            Lincoln
  Gold Corporation (the “Company”) has agreed to issue and Almaden Minerals
  Ltd. (the “Investor”) has agreed to accept • shares of the common
  stock of the Company (the “Shares”) as the issuance of securities
  dueu pursuant to an agreement dated •, 2007 between the Company and Almaden regarding
  the Bufa Property located in Chihuahua, Mexico (the “Bufa Agreement”);

B.            Almaden
is a resident of Canada; and

C.            The
Company has requested, as a condition of delivery of the Shares to Almaden, that
Almaden execute and deliver to the Company this Investment Agreement in order to
confirm that the Shares will be issued to Almaden pursuant to and in reliance of
the safe harbour from the registration requirements of the United States
Securities Act of 1933 (the “U.S. Securities Act”) provided by Rule 903 of
Regulation S of the U.S. Securities Act.

Almaden covenants, represents and warrants to the Company as
follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with the completion of the issuance
of the Shares to Almaden:

	1. 	
      Almaden has such knowledge and experience in finance,
      securities, investments, including investment in non-listed and
      non-registered securities, and other business matters so as to be able to
      evaluate the merits and risks of an investment in the Company’s common
      stock and to otherwise protect its interests in connection with this
      transaction. Further, Almaden is an “accredited investor” as such term is
      defined in NI 45-106.

	 	 
	2. 	
      The Company has provided to Almaden the opportunity to
      ask questions and receive answers concerning the terms and conditions of
      the offering and it has had access to such information concerning the
      Company as it has considered necessary or appropriate in connection with
      its investment decision to enter into the Bufa Agreement.

	 	 
	3. 	
      Almaden is acquiring the Shares for its own account, for
      investment purposes only and not with a view to any resale, distribution
      or other disposition of the Shares in violation of the United States
      securities laws.

	 	 
	4. 	
      Almaden understands the Shares have not been and will not
      be registered under the U.S. Securities Act or the securities laws of any
      state of the United States and that the sale contemplated hereby is being
      made in reliance on an exemption from such registration
    requirements.

	 	 
	5. 	
      Almaden has not acquired the Shares as a result of any
      form of general solicitation or general advertising, including
      advertisements, articles, notices or other communications published in any
      newspaper, magazine or similar media or broadcast over radio, television
      or other form of telecommunications, or any seminar or meeting whose
      attendees have been invited by general solicitation or general
      advertising.







-21-

	6. 	
      Almaden understands that the Shares are “restricted
      securities” under the U.S. Securities Act and that the Company has no
      obligation to register any of the Shares pursuant to the U.S. Securities
      Act.

	 	 	 
	7. 	
      Almaden acknowledges and agrees that all certificates
      representing the Shares will be endorsed with the following legend in
      accordance with the U.S. Securities Act or such similar legend as deemed
      advisable by the lawyers for the Company to ensure compliance with the
      U.S. Securities Act:

	 	 	 
		
      “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
      NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE
      BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE
      ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE
      TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S,
      PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS
      INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
      THE ACT”.

	 	 	 
	8. 	
      If Almaden decides to offer, sell or otherwise transfer
      any of the Shares, it will not offer, sell or otherwise transfer any of
      such Shares directly or indirectly, unless:

	 	 	 
		(a) 	
      the sale is to the Company;

	 	 	 
		(b) 	
      the sale is made outside the United States in a
      transaction meeting the requirements of Regulation S under the U.S.
      Securities Act and in compliance with applicable local laws and
      regulations;

	 	 	 
		(c) 	
      the sale is made pursuant to the exemption from the
      registration requirements under the U.S. Securities Act provided by Rule
      144 thereunder and in accordance with any applicable state securities or
      “blue sky” laws; or

	 	 	 
		(d) 	
      the Shares are sold in a transaction that does not
      require registration under the U.S. Securities Act or any applicable state
      laws and regulations governing the offer and sale of securities,

	 	 	 
			
      and, in the cased of (b), (c) and (d), it has prior to
      such sale furnished to the Company an opinion of counsel reasonably
      satisfactory to the Company.

	 	 	 
	9. 	
      Almaden acknowledges and agrees that the Shares have been
      issued to Almaden in an “offshore transaction” within the meaning of
      Regulation S of the U.S. Securities Act and represents, warrants and
      agrees that:

	 	 	 
		(a) 	
      Almaden was not in the United States at the time the Bufa
      Agreement was executed.

	 	 	 
		(b) 	
      Almaden will not to engage in hedging transactions with
      regard to the Shares unless in compliance with the U.S. Securities
    Act.

	 	 	 
		(c) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S of the
      U.S. Securities Act, pursuant to registration under the Securities Act,
      pursuant to an available exemption from
registration.







-22-

	 	(d) 	
      Almaden will resell the Shares only in accordance with
      the provisions of Regulation S of the Securities Act, pursuant to
      registration under the U.S. Securities Act, or pursuant to an available
      exemption from registration pursuant to the U.S. Securities Act.

	 	 	 
	 	(e) 	
      Almaden is not a “U.S. Person” as defined by Regulation S
      of the U.S. Securities Act, as set forth in Schedule A hereto, and is not
      acquiring the Shares for the account or benefit of a U.S.
  Person.




	10. 	
      Almaden consents to the Company making a notation on its
      records or giving instructions to any transfer agent of the Company in
      order to implement the restrictions on transfer set forth and described in
      this Investment Agreement.



This Investment Agreement is executed by Almaden effective as
  of the • day of •, 2007.

ALMADEN MINERALS LTD. 

  by its authorized signatory:

Signature:  ______________________________

  Name:         ______________________________

  Title:           ______________________________