Lion Copper Announces Unit Private Placement and Issuance of Warrants

Rhea-AI Summary

Lion Copper and Gold Corp. (CSE: LEO) (OTCQB: LCGMF) has announced a non-brokered private placement offering up to 22,222,222 units at US$0.045 per unit, aiming to raise up to US$1,000,000. Each unit includes one common share and one warrant, with each warrant allowing the purchase of an additional common share at US$0.06 for five years. The company plans to use the proceeds for working capital and debt repayment.

Additionally, Lion CG has issued 41,707,215 warrants to certain creditors, including insiders, who previously received shares in a debt settlement announced on March 8, 2024. These warrants are exercisable at US$0.056 per share for five years. The company is relying on exemptions from formal valuation requirements for insider-related transactions.

Positive

• Potential to raise up to US$1,000,000 through private placement
• Issuance of warrants to creditors may reduce immediate cash obligations
• Use of proceeds for working capital and debt repayment could improve financial position

Negative

• Potential dilution of existing shareholders due to new share issuance
• Reliance on exemptions from formal valuation requirements for insider-related transactions

Vancouver, British Columbia--(Newsfile Corp. - September 20, 2024) - Lion Copper and Gold Corp. (CSE: LEO) (OTCQB: LCGMF) ("Lion CG", or the "Company") is pleased to announce that it is offering on a non-brokered private placement up to 22,222,222 units (each, a "Unit") at a price of US$0.045 per Unit for gross proceeds of up to US$1,000,000.

Each Unit consists of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of US$0.06 for a period of five years from the closing date of the Offering. The Company intends to use the net proceeds of the Offering for general working capital purposes and repayment of debt.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

The Company further announces that it has issued an aggregate of 41,707,215 common share purchase warrants of the Company to certain creditors, including insiders, that previously received common shares of the Company pursuant to a debt settlement announced by the Company on March 8, 2024. Creditors in that debt settlement transaction received either shares only, or units each consisting of a share and a warrant. In order to ensure all creditors receive equal consideration for their debt settlements, the Company agreed to issue warrants to creditors that previously received shares only, including insiders of the Company, provided such issuance was not restricted by stock exchange rules. Each warrant is exercisable into one common share of the Company at a price of US$0.056 per common share for a period of five years from the date of issuance. In connection with the issuance of warrants to creditors that are insiders of the Company, the Company is relying on the exemptions from the formal valuation requirements contained in section 5.5(a) and section 5.7(1)(a) of MI 61-101 Protection of Minority Security Holders in Special Transactions.

About Lion CG

Lion Copper and Gold Corp. is a Canadian-based company advancing its flagship copper projects at Yerington, Nevada through an Option to Earn-in Agreement with Nuton LLC, a Rio Tinto Venture.

Further information can be found at www.lioncg.com

On behalf of the Board of Directors

Steven Dischler
Chief Executive Officer
775-463-9600

For more information please contact:

Email: info@lioncg.com
Website: www.lioncg.com

This news release includes forward-looking statements within the meaning of applicable securities laws. Except for statements of historical fact, any information contained in this news release may be a forward‐looking statement that reflects the Company's current views about future events and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. In some cases, you can identify forward‐looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate," "believe," "estimate," "predict," "project," "potential," "target," "seek," "contemplate," "continue" and "ongoing," or the negative of these terms, or other comparable terminology intended to identify statements about the future. Although the Company believes that it has a reasonable basis for each forward-looking statement, we caution you that these statements are based on a combination of facts and factors currently known by us and our expectations of the future, about which we cannot be certain. The Company cannot assure that the actual results will be consistent with these forward-looking statements. These forward‐looking statements speak only as of the date of this news release and the Company undertakes no obligation to revise or update any forward-looking statements for any reason, even if new information becomes available in the future.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/223969

FAQ

What is the price per unit in Lion Copper and Gold's private placement offering?

Lion Copper and Gold Corp. (LCGMF) is offering units at a price of US$0.045 per unit in its non-brokered private placement.

How much does Lion Copper and Gold aim to raise through this private placement?

Lion Copper and Gold Corp. (LCGMF) aims to raise up to US$1,000,000 through this private placement offering.

What is the exercise price and duration of the warrants issued in the private placement?

The warrants issued in the private placement allow the purchase of an additional common share at US$0.06 for a period of five years from the closing date.

How many warrants did Lion Copper and Gold issue to creditors from the March 8, 2024 debt settlement?

Lion Copper and Gold Corp. (LCGMF) issued an aggregate of 41,707,215 common share purchase warrants to certain creditors from the March 8, 2024 debt settlement.