Lion Copper (OTCQB: LCGMF) Q1 loss $6,393 but cash at $32,438
Rhea-AI Filing Summary
Lion Copper and Gold Corp. reported a net loss of $6,393 for the three months ended March 31, 2026, as it continues to advance its Yerington Copper Project in Nevada. The loss was driven mainly by a $3,755 share of loss from associate Falcon Copper Corp. and a $2,677 fair value loss on derivative liabilities, while operating loss was modest at $135 after Nuton funding offsets.
Cash and cash equivalents increased sharply to $32,438 from $2,364 at December 31, 2025, primarily after receiving $30,500 of Stage 3 funding under the Nuton earn-in agreement, bringing cumulative Nuton funding to $58,500. Total assets were $55,531 and total liabilities $31,750, including a $28,857 Nuton deposit and $2,339 in convertible debentures, resulting in shareholders’ equity of $23,781 and working capital of $698. The company highlights that it has no revenue, an accumulated deficit of $122,219 and upcoming debenture maturities, and states that these factors raise substantial doubt about its ability to continue as a going concern, despite Nuton’s funding of feasibility and permitting work.
Positive
- None.
Negative
- None.
Insights
Nuton funding boosts liquidity, but going concern risk remains.
Lion Copper remains a pre-revenue explorer, posting a Q1 2026 net loss of $6,393. Most of the loss reflects non-cash items, notably a $3,755 equity-method loss on Falcon Copper and a $2,677 fair value loss on derivative liabilities, rather than core cash spending.
Liquidity improved substantially as cash rose to $32,438 from $2,364, largely due to $30,500 of Stage 3 funding under the Nuton earn-in agreement, taking cumulative Nuton contributions to $58,500. This funding supports the Definitive Feasibility Study and permitting for the Yerington Copper Project, while also offsetting exploration and some general and administrative costs.
Despite stronger cash and a move to positive working capital of $698, the company discloses an accumulated deficit of $122,219, no operating revenue, and convertible debentures of $2,339 coming due in November 2026. Management explicitly states these factors raise substantial doubt about its ability to continue as a going concern, so future progress will depend on continued Nuton support and additional financing.
Key Figures
Key Terms
earn-in agreement financial
Definitive Feasibility Study technical
net smelter return royalty financial
going concern financial
derivative liabilities financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
[
For the quarterly period ended
For the transition period from __________________ to __________________
(Commission File Number)
(Exact name of registrant as specified in its charter)
|
|
|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
|
|
Smaller reporting company [
|
| Emerging growth company [
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: As of May 15, 2026, the registrant's outstanding common stock consisted of
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of applicable United States and Canadian securities legislations ("Forward-Looking Statements"). Forward-Looking Statements reflect the expectations of management and consist of statements that are not only historical fact but also relate to predictions, expectations, belief, plans, projections, objectives, assumptions, future events, or future performance. Forward-Looking Statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "plan" or similar words. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any Forward-Looking Statements provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in Forward-Looking Statements as a result of various estimates, risks, and uncertainties. Readers should not place undue reliance on Forward-Looking Statements. Forward-Looking Statements in this annual report and in documents incorporated by reference herein include, but are not limited to, statements with regard to:
• planned exploration activity including both expected drilling and geological and geophysical related activities;
• future foreign exchange rates;
• future sources of liquidity, cash flows and their uses;
• realization of anticipated benefits of acquisitions and dispositions;
• expected levels of operating costs, general and administrative costs, costs of services and others; and
• treatment under government regulation and taxation regimes.
Forward-Looking Statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the Forward-Looking Statements, including, without limitation:
• risks related to exploration and development of natural resource properties;
• the uncertain nature of estimating mineral resources and mineral reserves;
• uncertainty in the Company's ability to obtain funding;
• copper price fluctuations;
• recent market events and conditions;
• risks related to governmental regulations;
• risks related to the Company's business being subject to environmental laws and regulations;
• risks related to the Company's inability to meet its financial obligations under agreements to which it is a party; and
• risks related to the Company's ability to recruit and retain qualified personnel.
These Forward-Looking Statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. We undertake no obligation to update forward-looking statements should circumstances or estimates or opinions change.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Lion Copper and Gold Corp.
Condensed Interim Consolidated Financial Statements
For the three months ended March 31, 2026 and 2025
(Expressed in thousands of U.S. Dollars except for shares and per share amounts)
(Unaudited)
| Lion Copper and Gold Corp. Condensed Interim Consolidated Balance Sheets As of March 31, 2026 and December 31, 2025 (Unaudited - In thousands of U.S. Dollars) |
| March 31, | December 31, | ||||||
| Notes | 2026 | 2025 | |||||
| ASSETS | |||||||
| Current | |||||||
| Cash and cash equivalents | $ | $ | |||||
| Other receivables | 3 | ||||||
| Prepaid and deposit | |||||||
| Non-Current | |||||||
| Mineral properties | 4 | ||||||
| Reclamation bonds | |||||||
| Investment in associate | 3 | ||||||
| Investment other | 3 | ||||||
| Property and equipment | |||||||
| Total assets | $ | $ | |||||
| LIABILITIES | |||||||
| Current | |||||||
| Accounts payable and accrued liabilities | $ | $ | |||||
| Nuton LLC deposit | 4 | ||||||
| Convertible debentures | 7 | ||||||
| Derivative liabilities | 8 | ||||||
| Total current liabilities | |||||||
| Total liabilities | |||||||
| Shareholders' Equity | |||||||
| Share capital, |
9 | ||||||
| Additional paid-in capital | 10 | ||||||
| Commitment to issue shares | |||||||
| Deficit | ( |
) | ( |
) | |||
| Total shareholders' equity | |||||||
| Total liabilities and shareholders' equity | $ | $ |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
On behalf of the Board of Directors on May 15, 2026
| /s/ "Thomas Patton" | /s/ "Tony Alford" |
| Director | Director |
|
2 | Page |
| Lion Copper and Gold Corp. Condensed Interim Consolidated Statements of Operations and Comprehensive Loss For the three months ended March 31, 2026 and 2025 (Unaudited - In thousands of U.S. Dollars, except for shares and per share amounts) |
| For the three months ended March 31, | |||||||
| Notes | 2026 | 2025 | |||||
| Operating expenses | |||||||
| Exploration and evaluation | 4 | $ | $ | ||||
| General and administrative | 5 | ||||||
| Share-based compensation | 10 | ||||||
| Nuton LLC deposit | 4 | ( |
) | ( |
) | ||
| Operating loss | ( |
) | ( |
) | |||
| Non-operating income (expenses) | |||||||
| Accretion expense | 7 | ( |
) | ||||
| Fair value loss on derivative liabilities | 8 | ( |
) | ( |
) | ||
| Foreign exchange gain (loss) | ( |
) | |||||
| Interest income and other | |||||||
| Loss on shares issued for services | 9 | ( |
) | ||||
| Share of loss in associate | 3 | ( |
) | ( |
) | ||
| Unrealized gain on investments | 3 | ||||||
| ( |
) | ( |
) | ||||
| Net loss and comprehensive loss for period | $ | ( |
) | $ | ( |
) | |
| Net loss and comprehensive loss attributed to: | |||||||
| Shareholders of the Company | $ | ( |
) | $ | ( |
) | |
| Non-controlling interest | $ | $ | ( |
) | |||
| ( |
) | ( |
) | ||||
| Loss per share, basic and diluted | $ | ( |
) | $ | ( |
) | |
| Weighted average number of shares outstanding basic and diluted | |||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
|
3 | Page |
| Lion Copper and Gold Corp. Condensed Interim Consolidated Statements of Changes in Equity For the three months ended March 31, 2026 and 2025 (Unaudited - In thousands of U.S. Dollars, except for shares) |
| Notes | Number of Shares |
Share Capital |
Additional Paid-in Capital |
Deficit | Commitment to Issue Shares |
Non- Controlling Interest |
Total Equity | |||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||
| Share-based compensation | - | - | - | - | ||||||||||||||||||
| Shares issued by Falcon Copper Corp. | - | - | - | - | - | |||||||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | ( |
) | - | ( |
) | ( |
) | ||||||||||||
| Balance, March 31, 2025 | ( |
) | ||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( |
) | $ | $ | $ | ||||||||||||||
| Shares issued for option and warrant exercises | 9 | ( |
) | - | - | - | ||||||||||||||||
| Shares issued for services | 9 | - | - | ( |
) | - | ||||||||||||||||
| Modification of warrants | 8 | - | - | - | - | - | ||||||||||||||||
| Share-based compensation | 6, 10 | - | - | - | - | - | ||||||||||||||||
| Net loss and comprehensive loss for the period | - | - | - | ( |
) | - | - | ( |
) | |||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( |
) | $ | $ | $ |
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
|
4 | Page |
| Lion Copper and Gold Corp. Condensed Interim Consolidated Statements of Cash Flow For the three months ended March 31, 2026 and 2025 (Unaudited - In thousands of U.S. Dollars) |
| Three months ended March 31, | |||||||
| Note | 2026 | 2025 | |||||
| Operating activities | |||||||
| Loss for the period | $ | ( |
) | $ | ( |
) | |
| Non-cash transactions | |||||||
| Accretion expense | |||||||
| Fair value gain on derivative liabilities | |||||||
| Interest expenses | |||||||
| Share of loss in associate | |||||||
| Shares-based compensation | |||||||
| Amortization of ROU asset | |||||||
| Shares issued for services | |||||||
| Unrealized gain on investments | ( |
) | |||||
| Loss on shares issued for services | |||||||
| Changes in non-cash operating assets and liabilities | |||||||
| Other receivable | |||||||
| Prepaid expenses and deposit | ( |
) | |||||
| Accounts payable and accrued liabilities | |||||||
| Lease liabilities | ( |
) | |||||
| Nuton LLC deposit | ( |
) | |||||
| Cash flow provided (used) by operating activities | ( |
) | |||||
| Investing activities | |||||||
| Mineral properties | ( |
) | ( |
) | |||
| Nuton LLC deposit applied | |||||||
| Purchase of property and equipment | ( |
) | |||||
| Cash used by investing activities | ( |
) | |||||
| Financing activities | |||||||
| Proceeds from private placements | |||||||
| Issuance of convertible debentures | |||||||
| Repayment of convertible debentures | ( |
) | |||||
| Proceeds from warrants and options exercised | |||||||
| Cash provided by financing activities | |||||||
| Increase (decrease) in cash and cash equivalents | ( |
) | |||||
| Cash and cash equivalents, beginning of period | |||||||
| Cash and cash equivalents, end of period | $ | $ | |||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| 5 | Page |
| Lion Copper and Gold Corp. Notes to the Condensed Interim Consolidated Financial Statements For the three months ended March 31, 2026 and 2025 (Unaudited - In thousands of U.S. Dollars except for shares and per share amounts) |
1. NATURE OF OPERATIONS AND GOING CONCERN
Lion Copper and Gold Corp. ("LCG"), together with its subsidiaries, collectively, the "Company", is engaged in the acquisition, exploration and development of copper properties in the United States. The Company is currently advancing its flagship Yerington Copper Project in Nevada toward a Feasibility Study (the "FS"), pursuant to an earn-in agreement with Nuton LLC ("Nuton"), a Rio Tinto venture.
LCG was incorporated in British Columbia, Canada on May 11, 1993. Its common shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "LEO" and are quoted for trading on the OTCQB Market under the symbol "LCGMF".
The Company acquires mineral properties through option agreements and claim staking. The carrying value of its mineral properties represents the acquisition costs and does not reflect present or future values. The recoverability of these assets is dependent on the discovery of mineral reserves, the Company's ability to secure sufficient financing for corporate and other obligations, and the successful development or disposition of the properties.
The Company's development activities on the Yerington Copper Project are substantially funded under an earn-in agreement with Nuton rather than direct Company funding.
These condensed interim consolidated financial statements ("Interim Financial Statements") have been prepared on a going concern basis, which assumes the Company will continue to operate for the foreseeable future and realize its assets and discharges its liabilities in the normal course of business.
As of March 31, 2026, the Company had an accumulated deficit of $
The Company has not generated revenue and will require additional financing to fund general corporate and administrative activities and repay its outstanding convertible debt obligations when due. Although the Company has historically been successful in raising capital, there can be no assurance that additional financing will be available on acceptable terms, or at all. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern.
The Interim Financial Statements do not include any adjustments that would be necessary if the Company were unable to continue as a going concern. Such adjustments could be material.
2. SIGNIFICANT ACCOUNTING POLICIES
a) Statement of compliance and consolidation
The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") and are presented in United States dollars ("$" or "USD"), unless otherwise indicated.
The Interim Financial Statements include the accounts of LCG and its wholly owned subsidiaries, Quaterra Alaska Inc. ("QTA") which holds a
|
6 | Page |
|
Lion Copper and Gold Corp. |
The Company consolidates entities over which it has control. Control exists when the Company has power over the relevant activities, exposure to variable returns, and the ability to affect those returns through its power over the entity.
The Company reassesses control when events or circumstances indicate a change in its ability to direct the activities of a subsidiary. Changes in consolidation status are applied prospectively, with assets and liabilities initially recorded at fair value. A gain or loss may be recognized upon deconsolidation of a subsidiary, depending on the carrying amounts of deconsolidated assets and liabilities compared to the fair value of retained interests and ongoing contractual arrangements.
The significant accounting policies applied in the preparation of these Interim Financial Statements are consistent with those disclosed in Note 3 of the Company's audited consolidated financial statements for the year ended December 31, 2025.
In preparing these Interim Financial Statements, management has applied the same judgements, estimates and assumptions as those applied to the audited consolidated financial statements as at and for the year ended December 31, 2025.
3. INVESTMENTS
a) Falcon Copper Corp. ("FCC")
Falcon Copper Corp., formerly Blue Copper Resources Corp, is a privately held company incorporated in Wyoming, United States. Prior to December 31, 2025, the Company consolidated FCC due to a majority representation on FCC's board of directors.
On December 31, 2025, FCC restructured its board such that the Company no longer had a controlling financial interest. Accordingly, the Company deconsolidated FCC in accordance with ASC 810, Consolidation.
Upon deconsolidation, the Company derecognized the assets, liabilities and non-controlling interests of FCC and recognized its retained investment in FCC at fair value of $
As of March 31, 2026 and December 31, 2025, the Company held
| Balance, December 31, 2025 | $ | ||
| Share of loss in associate | ( |
) | |
| Balance, March 31, 2026 | $ |
|
7 | Page |
|
Lion Copper and Gold Corp. |
The Company's share of FCC's net loss was based on FCC's unaudited net loss of $
Summarized financial information of FCC is presented below:
Summarized balance sheet:
| March 31, 2026 | December 31, 2025 | |||||
| Assets | ||||||
| Cash | $ | $ | ||||
| Prepaid expenses | ||||||
| Mineral properties | ||||||
| Investment in associate | ||||||
| Total Assets | $ | $ |
| Liabilities | ||||||
| Accounts payable & accrued liabilities | $ | $ | ||||
| Convertible debentures | ||||||
| Derivative liabilities | ||||||
| Total Liabilities | $ | $ |
Summarized statement of loss
|
Three months ended March 31, 2026 |
Three months ended March 31, 2025 |
|||||
| Operating expenses | ||||||
| General and administrative expenses | $ | $ | ||||
| Exploration & evaluation | ||||||
| Professional fees | ||||||
| Salaries & benefits | ||||||
| Travel | ||||||
| Reimbursement of contractor services | ( |
) | ( |
) | ||
| Total operating expenses | ||||||
| Interest expense | ||||||
| Fair value loss on derivative liability | ||||||
| Other income | ( |
) | ||||
| Accretion expense | ||||||
| Share of loss in associate | ||||||
| Net loss | $ | $ |
|
8 | Page |
|
Lion Copper and Gold Corp. |
b) FCC Warrants
As of December 31, 2025, the Company held
Each warrant entitles the Company to acquire one common share of FCC for a period of five years. The price is variable and determined based on the lower of a valuation cap or discounts to future financing or market prices.
As at March 31, 2026, the fair value of the warrants was $
The following table summarizes the continuity of the FCC warrants during the three months ended March 31, 2026:
| Balance, December 31, 2025 | $ | ||
| Unrealized gain on investments | |||
| Balance, March 31, 2026 | $ |
|
9 | Page |
|
Lion Copper and Gold Corp. |
4. MINERAL PROPERTIES
Total mineral property acquisition costs are listed in the table below:
| Singatse Peak Services LLC | Falcon Copper Copr. | |||||||||||||||||||||||||||||
| MacArthur | Yerington | Bear | Hunewill | Wassuk | Copper Canyon |
Blue Copper |
Schell Creek |
Groundhog | Total | |||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||||||||
| Option payments | ||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Deconsolidation of Falcon Copper Corp. |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
| ( |
) | ( |
) | |||||||||||||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||||||||
| Option payments | ||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
|
10 | Page |
|
Lion Copper and Gold Corp. |
Total exploration expenditures recorded on the condensed interim consolidated statements of operations and comprehensive loss are listed in the tables below:
| Singatse Peak Services LLC | Falcon Copper Corp. | |||||||||||||||||||||||
| Three months ended March 31, 2026 |
MacArthur | Yerington | Bear | Wassuk | Blue Copper |
Schell Creek |
Other | Total | ||||||||||||||||
| Assay & Labs | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Drilling | ||||||||||||||||||||||||
| Environmental | ||||||||||||||||||||||||
| Geophysical | ||||||||||||||||||||||||
| Technical Study | ||||||||||||||||||||||||
| Field Support | ||||||||||||||||||||||||
| Funded by Nuton LLC | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
| Three months ended March 31, 2025 |
||||||||||||||||||||||||
| Property Maintenance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||
| Assay & Labs | ||||||||||||||||||||||||
| Drilling | ||||||||||||||||||||||||
| Environmental | ||||||||||||||||||||||||
| Geophysical | ||||||||||||||||||||||||
| Technical Study | ||||||||||||||||||||||||
| Field Support | ||||||||||||||||||||||||
| Funded by Nuton LLC | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||
|
11 | Page |
|
Lion Copper and Gold Corp. |
a) Nuton Agreement
On March 18, 2022, the Company entered into an option earn-in agreement with Nuton LLC ("Nuton"), a subsidiary of Rio Tinto, as subsequently amended (the "Nuton Agreement"). Under the Nuton Agreement, Nuton was granted an exclusive option to acquire an initial
Following the completion of Stage 1 and Stage 2, Nuton elected to advance to Stage 3 in November 2025, and the parties entered into a Stage 3 Earn-In Agreement dated December 19, 2025. In January 2026, Nuton contributed $
Upon completion of the feasibility study, Nuton and the Company will determine whether to establish a separate investment vehicle to hold the Mining Assets, with Nuton retaining a minimum
Funds received under the Nuton Agreement do not represent revenue to the Company. Accordingly, such amounts are recorded as a deposit liability until eligible project expenditures are incurred in accordance with the staged work programs. As expenditure is incurred, the deposit liability is reduced, with corresponding amounts recognized as associated expenses or capitalized to mineral properties, consistent with the Company's accounting policies.
The continuity of the Company's Nuton LLC deposit is as follows:
| Balance December 31, 2024 | $ | ||
| Funds applied to capitalized acquisition | ( |
) | |
| Funds applied to exploration and evaluation | ( |
) | |
| Funds applied to general and administrative | ( |
) | |
| Balance December 31, 2025 | $ | ||
| Funds received | |||
| Funds applied to capitalized acquisition | ( |
) | |
| Funds applied to exploration and evaluation | ( |
) | |
| Funds applied to general and administrative | ( |
) | |
| Balance March 31, 2026 | $ |
b) MacArthur and Yerington Properties, Nevada
Located in the historic copper district of Yerington, Nevada, the Company's MacArthur and Yerington are
The MacArthur property consists of unpatented lode claims and placer claims and covers lands administered by the U.S. Department of Interior - Bureau of Land Management ("BLM"). It is subject to a
|
12 | Page |
|
Lion Copper and Gold Corp. |
The Yerington property is centered on the former Anaconda open pit copper mine. This includes simple parcels and patented mining claims as well as unpatented lode and placer claims on land administered by BLM. The Yerington deposit is subject to a
On March 13, 2025, the Company announced the successful negotiation of a Settlement Agreement with the Nevada Division of Water Resources and the Nevada State Engineering (collectively, the "State") to reinstate 3,452.8 ac-ft of previously forfeited water rights essential for the development of the Yerington Copper project. As a result, the State has officially rescinded its notice of forfeiture, thus restoring all the Company's 6,014.5 ac-ft of water rights to good standing. This Settlement Agreement effectively terminates the legal proceedings initiated by the Company to defend its water rights.
c) Bear Deposit, Nevada
The Bear deposit consists of private land located to the northeast of the Yerington deposit.
The Company has five option agreements, entered between March 2013 and May 2015, subsequently amended, pursuant to which it may acquire a
Two of the properties are subject to a
The remaining payments required to keep the option agreements in good standing consist of $
These option agreements also contain purchase provisions with cash payments ranging from $
d) Hunewill, Nevada
In November 2025, the Company acquired a parcel of land adjacent to its Yerington Copper Project for total cash consideration of $
The transaction was accounted for as an asset acquisition, and the entire purchase price was capitalized as mineral property costs and allocated to the Hunewill property.
|
13 | Page |
|
Lion Copper and Gold Corp. |
e) Wassuk, Nevada
The Wassuk property consists of unpatented lode claims on land administered by the BLM. The property is subject to a
f) Copper Canyon, Nevada
On August 21, 2023, the Company purchased the title to the Copper Canyon claims from Convergent Mining, LLC and paid $
5. GENERAL AND ADMINISTRATIVE EXPENSES
Certain general and administrative expenses were funded by Nuton, including salaries of $
A detailed breakdown of general and administrative expenses is provided below:
| Three months ended March 31 | ||||||
| 2026 | 2025 | |||||
| Professional fees | $ | $ | ||||
| Salaries, bonuses and benefits | ||||||
| Office expenses | ||||||
| Travel | ||||||
| Investor relations | ||||||
| Transfer agent and regulatory | ||||||
| $ | $ | |||||
| Nuton LLC deposit applied | ( |
) | ( |
) | ||
6. NON-CONTROLLING INTEREST ("NCI")
There were no transactions involving NCI during the three months ended March 31, 2026, as FCC, the entity giving rise to the NCI balance, was deconsolidated effective December 31, 2025.
During the three months ended March 31, 2025, FCC completed a private placement issuing
7. CONVERTIBLE DEBENTURES
On February 3, 2025, and March 11, 2025, FCC entered into convertible loan agreements for $
|
14 | Page |
|
Lion Copper and Gold Corp. |
Under ASC 815, the conversion feature does not require bifurcation. Therefore, both the debt and the conversion option were accounted for as a single liability carried at book value plus accrued interest.
The following table summarizes the continuity of the convertible debentures for the three months ended March 31, 2026 and year ended December 31, 2025:
| Balance as at December 31, 2024 | $ | ||
| Issued | |||
| Accretion | |||
| Interest | |||
| Converted | ( |
) | |
| Repayment | ( |
) | |
| Deconsolidation of FCC | ( |
) | |
| Balance as at December 31, 2025 | $ | ||
| Accretion | |||
| Interest | |||
| Balance as at March 31, 2026 | $ |
8. DERIVATIVE LIABILITIES
During the year ended December 31, 2024, the Company issued certain share purchase warrants that can be exercised in USD or CAD. The warrants were classified as derivative liabilities, carried at fair value and revalued at each reporting date.
During the three months ended March 31, 2026,
On March 31, 2026, the Company modified the exercise price of the warrants such that they are only exercisable in USD, the functional currency of the Company. As such, the warrants no longer meet the definition of derivative liability, and the fair value of the warrants of $
The following table summarizes the continuity of the derivative liabilities for the three months ended March 31, 2026 and year ended December 31, 2025:
| Balance December 31, 2024 | $ | ||
| Issuance of convertible debentures with variable conversion price | |||
| Deconsolidation of Falcon Copper | ( |
) | |
| Fair value change on derivative liabilities | |||
| Balance December 31, 2025 | $ | ||
| Exercise of warrants | ( |
) | |
| Fair value change on derivative liabilities | |||
| Modification of warrants | ( |
) | |
| Balance March 31, 2026 | $ |
|
15 | Page |
|
Lion Copper and Gold Corp. |
9. SHARE CAPITAL
The Company is authorized to issue an unlimited number of common shares without par value.
During the three months ended March 31, 2026, the Company issued
During the three months ended March 31, 2026, the Company issued
No common shares were issued during the three months ended March 31, 2025.
10. ADDITIONAL PAID-IN CAPITAL
a) Stock options
The Company is authorized to grant stock options to directors, employees, and consultants pursuant to its stock option plan for up to
The exercise price of each option cannot be lower than the closing market share price of the Company's common shares on the trading day preceding the grant. Most options are granted for a term of
The following table summarizes the continuity of the number of stock options issued and outstanding:
| March 31, 2026 | December 31, 2025 | |||||||||||
| Number of options |
Weighted average exercise price (CAD) |
Number of options |
Weighted average exercise price (CAD) |
|||||||||
| Outstanding, beginning of period | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ( |
) | ( |
) | ( |
) | ( |
) | ||||
| Expired | ( |
) | ( |
) | ||||||||
| Outstanding, ending of period | ||||||||||||
| Exercisable, ending of period | ||||||||||||
As of March 31, 2026, all stock options were fully vested except for
The following table summarizes the Company's stock options outstanding as of March 31, 2026 and December 31, 2025, with weighted-average remaining contractual life of
|
16 | Page |
|
Lion Copper and Gold Corp. |
| Exercise | ||||||||||||||
| Grant Date | Price (CAD) | Expiry Date | March 31, 2026 | December 31, 2025 | ||||||||||
| June 18, 2021 |
|
|||||||||||||
| October 21, 2021 |
|
|||||||||||||
| May 25, 2022 |
|
|||||||||||||
| March 3, 2023 |
|
|||||||||||||
| July 22, 2023 |
|
|||||||||||||
| March 1, 2024 |
|
|||||||||||||
| July 26, 2024 |
|
|||||||||||||
| December 10, 2024 |
|
|||||||||||||
| April 4, 2025 | USD |
|
||||||||||||
| September 5, 2025 |
|
|||||||||||||
| September 8, 2025 |
|
|||||||||||||
During the three months ended March 31, 2026, the Company recognized shared-based compensation expense of $
b) Share purchase warrants
The following table summarizes the continuity of the number of warrants issued and outstanding:
| March 31, 2026 | December 31, 2025 | |||||||||||
|
Number of warrants |
Weighted average exercise price |
Number of warrants |
Weighted average exercise price |
|||||||||
| Outstanding, beginning of period | $ | $ | ||||||||||
| Warrants issued | ||||||||||||
| Warrants exercised | ( |
) | ( |
) | ||||||||
| Warrants expired | ( |
) | ( |
) | ||||||||
| Outstanding, end of period | $ | $ | ||||||||||
The following table summarizes warrants outstanding as of March 31, 2026 and December 31, 2025:
| Grant Date | Exercise Price ($) |
Expiry Date | March 31, 2026 | December 31, 2025 | ||||||||||
| March 8, 2024 |
|
|||||||||||||
| September 19, 2024 |
|
|||||||||||||
| November 8, 2024 |
|
|||||||||||||
| November 6, 2025 |
|
|||||||||||||
|
17 | Page |
|
Lion Copper and Gold Corp. |
11. RELATED PARTY TRANSACTIONS
The Company's key management personnel consist of its directors and executive officers. Compensation for key management personnel was as below:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Salaries and bonuses | $ | $ | ||||
| Share-based compensation | ||||||
| $ | $ | |||||
Certain officers are entitled to payment upon a change of control in accordance with their employment agreements. Share-based compensation represents the fair value of stock options granted to directors and officers during the year.
12. SEGMENTED INFORMATION
The Company operates as a single operating segment focused on exploration and development in the United States. Although general and administrative expenses are incurred across multiple legal entities, the chief operating decision maker ("CODM"), the Company's board of directors, evaluates performance and allocates resources on a consolidated basis. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheet as total assets.
13. COMMITMENTS
To acquire certain mineral property interests as per Note 4, the Company must make optional acquisition expenditures to satisfy the terms of existing option agreements, failing which the rights to such mineral properties will revert to the property vendors.
14. FINANCIAL INSTRUMENT RISKS
The board of directors has overall responsibility for establishing and oversight of the Company's risk management framework. The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. Financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, lease liabilities, Nuton LLC deposit, convertible debentures, derivative liabilities.
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of the fair value hierarchy are:
- Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
- Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 - Inputs that are not based on observable market data.
|
18 | Page |
|
Lion Copper and Gold Corp. |
The Company's activities expose it to financial risks of varying degrees of significance, which could affect its ability to achieve its strategic objectives for growth and stockholder returns. The principal financial risks to which the Company is exposed are liquidity risk, currency risk, interest rate risk, credit risk and commodity price risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and reviews the Company's policies on an ongoing basis.
The carrying values of cash, accounts payable, accrued liabilities, convertible debentures, and Nuton LLC deposit approximate their fair values because of their immediate or short term to maturity and are recorded at amortized cost.
The Company's derivative liabilities are measured at its fair value at the end of each reporting period and are categorized as Level 2 in the fair value hierarchy based on the use of observable indirect market data like government bond yields to estimate risk-free rates and dividend yields based on historical dividend patterns. The Company's investment other is categorized as Level 3 in the fair value hierarchy.
a) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from equity offerings or debt financing to meet its operating requirements, after considering existing cash and expected exercise of stock options and share purchase warrants. See Note 1 for further discussion.
b) Currency risk
Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates in the United States and Canada; and is exposed to currency risk from transactions denominated in CAD. Currently, the Company does not have any foreign exchange hedge programs and manages its operational CAD requirements through spot purchases in the foreign exchange markets. Based on CAD financial assets and liabilities' magnitude, the Company does not have material sensitivity to CAD to USD exchange rates.
c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to the interest rate risk on its liabilities through its outstanding borrowings and the interest earned on cash balances. The Company monitors its exposure to interest rates and maintains an investment policy that focuses primarily on the preservation of capital and liquidity.
|
19 | Page |
|
Lion Copper and Gold Corp. |
d) Credit risk
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk through its cash and cash equivalents. Cash and cash equivalents are held in large Canadian and US financial institutions that have high credit ratings assigned by international credit rating agencies.
15. SUBSEQUENT EVENTS
a) Subsequent to period end,
b) Subsequent to period end,
c) Subsequent to period end,
d) Subsequent to period end, the Company exercised two mineral property purchase options and acquired additional land for aggregate cash consideration of approximately $
| 20 | Page |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Lion Copper and Gold Corp.
Management's Discussion and Analysis
For the three months ended March 31, 2026
Dated: May 15, 2026
(In thousands of U.S. dollars except for shares and per share amounts)
This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), dated May 15, 2026, should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2026 and the audited consolidated financial statements for the year ended December 31, 2025, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
Additional information about the Company, including the Company's press releases, quarterly and annual reports is available through the Company's filings with the regulatory authorities in Canada at www.sedarplus.com or the United States Securities Exchange Commission ("SEC") at www.sec.gov/edgar. Information about mineral resources, as well as risks associated with investing in the Company's securities is also contained in the Company's most recently filed Form 10-K.
John Banning, Chief Executive officer, of the Company, is a Qualified Person ("QP") under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), and has approved the scientific and technical information in this MD&A.
ABOUT LION COPPER
Lion Copper was incorporated in British Columbia, Canada, on May 11, 1993, and its common shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "LEO "and quoted for trading on the OTCQB Market under the symbol "LCGMF".
The Company continues to advance its strategic arrangement with Nuton LLC ("Nuton") in respect of the Yerington Copper Project located in Nevada, United States.
Under the March 2022 option to earn-in agreement, Nuton may earn a 65% interest in the Company's copper project through a three-stage funding framework. Following completion of Stage 1 and Stage 2, Nuton elected to proceed to Stage 3 in November 2025, and the parties executed a definitive earn-in agreement on December 19, 2025.
In January 2026, the Company finalized the Stage 3 program budget and received $30,500 from Nuton to advance Stage 3 activities. Nuton funding continues to support advancement of the project while reducing the need for significant direct funding by the Company.
The Company expects to continue advancing feasibility study ("FS") and permitting throughout 2026 and will provide updates as material development occur.
Upon completion of the FS, Nuton and the Company will determine whether to establish an investment vehicle to which the Mining Assets will be transferred, with Nuton holding a minimum 65% interest.
Page 2 of 6
MINERAL PROPERTIES
Yerington Copper Project
During the three months ended March 31, 2026, the Company commenced execution of Stage 3, focused on advancing the DFS and supporting permitting efforts.
The Company has appointed Samuel Engineering, Inc. ("Samuel") as lead consultant for the Definitive Feasibility Study ("DFS") of its flagship Yerington Copper Project in Nevada, USA and NEXUS Environmental Consultants Inc. ("NEXUS") as lead consultant for permitting and environmental management. Lion hosted a mult-day DFS and permitting workshop at the Yerington project site, bringing together all core members of the study team.
Multiple drilling campaigns have also commenced to de-risk and optimize project design. Resource drilling commenced to upgrade the mineral resource of the Vat Leach Tailings ("VLT") to reserve status. This drilling program started in February 2026 and is to be completed in May 2026. The additional reserve will be incorporated into the DFS. Additionally, piezometer and geotechnical drilling have started within the Yerington pit area. This drilling started in March 2026 and is to be completed June 2026. These drilling programs are designed to advance the understanding of groundwater conditions, optimize pit slope design and stability analysis, and advance environmental and permitting workstreams.
Nuton continues to advance metallurgical studies on sulfides via column testing.
RESULTS OF OPERATIONS
For the three months ended March 31, 2026, the Company reported net loss of $6,393, primarily driven by non-cash $3,755 loss in investment of Falcon Copper Corp. ("FCC") and $2,677 fair value loss on derivative liabilities.
Following the deconsolidation of FCC effective December 31, 2025, FCC's operating expenses are no longer included in the Company's consolidated financial statements. As a result, the current financial results are not directly comparable to those of the same period last year. Accordingly, the decrease in the current period operating expenses primarily reflects the accounting impact of the deconsolidation and related changes in presentation, rather than a reduction in the underlying operating costs of the Company.
Operating expenses includes personnel, professional fees, and share-based compensation, as well as exploration and evaluation expenditures related to the Yerington Copper Project.
As an exploration and development company with no operating revenues, the Company's financial results continue to be influenced by non-cash items, such as share-based compensation as well as financing and investing activities.
Page 3 of 6
| (in thousands of U.S. dollars except for share and per share amounts) |
Three months ended March 31, 2026 | |||||
| 2026 | 2025 | |||||
| Expenses | ||||||
| Exploration and evaluation | $ | 934 | $ | 1,163 | ||
| General and administration | 959 | 1,406 | ||||
| Share-based compensation | 7 | 1,086 | ||||
| Nuton LLC Deposit | (1,765 | ) | (2,213 | ) | ||
| Other expenses | 6,258 | 876 | ||||
| Net loss and comprehensive loss | (6,393 | ) | (2,318 | ) | ||
| Loss and comprehensive loss attributable to: | ||||||
| Lion Copper and Gold Corp. | (6,393 | ) | (1,555 | ) | ||
| Non-controlling interest | - | (763 | ) | |||
| loss per share, basic and diluted | $ | (0.02 | ) | $ | (0.01 | ) |
| Weighted average number of common shares outstanding | 416,411,259 | 411,011,264 | ||||
SUMMARY OF QUARTERLY RESULTS
| (in thousands except for per share amounts) |
Q1'26 | Q4'25 | Q3'25 | Q2'25 | Q1'25 | Q4'24 | Q3'24 | Q2'24 | ||||||||||||||||
| Exploration expenditures | $ | (934 | ) | $ | (849 | ) | $ | (1,033 | ) | $ | (987 | ) | $ | (1,163 | ) | $ | (1,603 | ) | $ | (1,591 | ) | $ | (2,389 | ) |
| General administration | (959 | ) | (4,374 | ) | (2,887 | ) | (1,399 | ) | (1,406 | ) | (1,122 | ) | (1,373 | ) | (1,358 | ) | ||||||||
| (1,893 | ) | (5,223 | ) | (3,920 | ) | (2,386 | ) | (2,569 | ) | (2,725 | ) | (2,964 | ) | (3,747 | ) | |||||||||
| Fair value (loss) gain on derivative liabilities | (2,677 | ) | (1,851 | ) | 261 | (1,008 | ) | (774 | ) | 39 | 439 | (427 | ) | |||||||||||
| Foreign exchange gain (loss) | 3 | (2 | ) | (21 | ) | 19 | (30 | ) | (28 | ) | (4 | ) | (7 | ) | ||||||||||
| Interest and other | (3,584 | ) | (1,254 | ) | (530 | ) | (76 | ) | (72 | ) | 387 | (41 | ) | (95 | ) | |||||||||
| Gain on deconsolidation | - | 26,381 | - | - | - | - | - | - | ||||||||||||||||
| Share-based compensation | (7 | ) | (3,932 | ) | (3,583 | ) | (171 | ) | (1,086 | ) | (734 | ) | (129 | ) | - | |||||||||
| (8,158 | ) | 14,119 | (7,793 | ) | (3,622 | ) | (4,531 | ) | (3,061 | ) | (2,699 | ) | (4,276 | ) | ||||||||||
| Nuton LLC funded | 1,765 | 583 | 1,474 | 1,940 | 2,213 | 2,310 | 2,336 | 3,102 | ||||||||||||||||
| Net (loss) income for period | (6,393 | ) | 14,702 | (6,319 | ) | (1,682 | ) | (2,318 | ) | (751 | ) | (363 | ) | (1,174 | ) | |||||||||
| Basic(loss) income per share | $ | (0.02 | ) | $ | 0.05 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) |
LIQUIDITY AND CAPITAL RESOURCES
The Company has not earned any revenue. Its operations have been dependent mainly on the Nuton LLC funding in the last few years without diluting shareholders' value.
In January 2026, the Company received $30,500 from Nuton in connection with Stage 3 funding, with aggregate total of $58,500 as of this MD&A date under the Nuton agreement.
Nuton funding is intended to support costs associated with the Yerington Copper Project, including technical studies, engineering, permitting and certain allocable project overhead expenses. While a portion of general and administrative costs is covered by this funding, the Company remains responsible for the balance of its corporate general and administrative expenses.
In January 2026, the Company also received $557 cash dividend from Falcon Butte Minerals Corp. in connection with the disposal of its shares in December 2025.
Page 4 of 6
Cash on hand is approximately $29,250 as of May 15, 2026.
The following table summarizes the Company's cash flow for the three months ended March 31, 2026, and 2025:
| 2026 | 2025 | |||||
| Cash provided (used) by operating activities | $ | 29,616 | $ | (2,362 | ) | |
| Cash used in investing activities | (39 | ) | - | |||
| Cash provided by financing activities | 497 | 696 | ||||
| Increase (decrease) in cash and cash equivalents | 30,074 | (1,666 | ) | |||
| Cash and cash equivalents, beginning of period | 2,364 | 7,999 | ||||
| Cash and cash equivalents, end of period | $ | 32,438 | $ | 6,333 |
Year to date the Company has received aggregate proceeds of $1,214 from the exercise of stock options and warrants.
Management believes that cash, including the Stage 3 funding for project expenditure, is sufficient to support planned FS activities. The Company may require additional financing to repay its outstanding debentures due in November 2026 and to advance corporate initiatives.
| (in thousands) | March 31, 2026 | December 31, 2025 | ||||
| Financial Position | ||||||
| Cash | $ | 32,438 | $ | 2,364 | ||
| Investments | 15,049 | 18,548 | ||||
| Mineral properties | 7,986 | 7,986 | ||||
| Other assets | 58 | 570 | ||||
| Total assets | $ | 55,531 | $ | 29,468 | ||
| Total Liabilities | $ | 31,750 | $ | 6,082 | ||
| Total equity | $ | 23,781 | $ | 23,386 | ||
| Working capital (deficiency) | $ | 698 | $ | (3,157 | ) | |
TRANSACTIONS WITH RELATED PARTIES
The Company's related parties include its directors and officers whose remuneration was as follows, subject to change of control provisions for officers:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Salaries and bonuses | $ | 138 | $ | 215 | ||
| Share-based compensation | 7 | 658 | ||||
| $ | 145 | $ | 873 | |||
These transactions have occurred in the normal course of the business and are measured at the equivalent amount of the services rendered.
Page 5 of 6
OUTSTANDING SHARE INFORMATION
As of the date of this MD&A, the Company has:
- 431,137,702 common shares;
- 76,090,965 stock options, exercisable at prices ranging from CAD 0.07 to CAD 0.245, with expiration dates between June 18, 2026 and September 8, 2030; and
- 7,500,000 performance options, exercisable at $0.08, with an expiration date of April 5, 2030; and
- 119,205,501 warrants exercisable ranging from $0.056 - $0.0965 expiring from March 8, 2029 through November 6, 2030.
OFF - BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements as of this MD&A date.
PROPOSED TRANSACTIONS
The Company is exploring potential strategic initiatives to support growth and operations. These initiatives are at an early stage, and no decisions have been made.
FORWARD-LOOKING STATEMENTS
This MD&A contains forward-looking statements within the meaning of applicable United States and Canadian securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by words such as "believe", "anticipate", "expect", "estimate", "may", "plan", "potential", "will", "should" or similar expressions.
These forward-looking statements include, but are not limited to, statements regarding the economic projections, development potential, and anticipated outcomes described in our 2025 pre-feasibility study for the Yerington Copper Project, as well as statements regarding our future operations, objectives, expectations, and financial performance. These statements reflect management's current expectations, estimates, assumptions, and beliefs as of the date of this MD&A regarding future events and results.
Forward-looking statements are subject to several known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, among others, uncertainties related to mineral resource and mineral reserve estimates; assumptions underlying our pre-feasibility study; the availability of financing; reliance on third-party partners; permitting and regulatory approvals; environmental, technical and operational risks; and general economic and market conditions. For a more detailed discussion of these risks, see Item 1A - Risk Factors in our most recent Annual Report on Form 10-K.
Forward-looking statements concerning mineral resources, mineral reserves, and project economics are based on technical reports prepared in accordance with applicable disclosure standards. Such technical information is inherently uncertain and subject to significant assumptions regarding geological interpretation, engineering and metallurgical performance, capital and operating costs, copper prices, and other factors, many of which are beyond our control and difficult to predict accurately.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, future events, or otherwise.
Page 6 of 6
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. Controls and Procedures
Disclosure controls and procedures
The Company's management is responsible for establishing and maintaining adequate disclosure controls and procedures. The Company's management, including our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, the Company has maintained effective disclosure controls and procedures in all material respects, including those necessary to ensure that information required to be disclosed in reports filed or submitted with the SEC (i) is recorded, processed, and reported within the time periods specified by the SEC, and (ii) is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow for timely decision regarding required disclosure.
Changes in Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not aware of any material current, pending, or threatened litigation with respect to the Company.
Item 1A. Risk Factors
Not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
The Company has no active mining operations or dormant mining assets currently and has no outstanding mine safety violations or other regulatory safety matters to report.
Item 5. Other Information
Not applicable.
Item 6. Exhibits
| 3.1(1) | Articles dated June 21, 2018 |
| 3.2(2) | Certificate of Incorporation and Certificates of Change of Name |
| 3.3(3) | Notice of Articles dated July 29, 2025 |
| 31.1 | Certification of the Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 (filed herewith) |
| 31.2 | Certification of the Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 (filed herewith) |
| 32.1 | Section 1350 Certification of the Principal Executive Officer (filed herewith) |
| 32.2 | Section 1350 Certification of the Principal Financial Officer (filed herewith) |
| 101.INS | Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
________________
(1) Previously filed as exhibit to the Form 20-F filed April 30, 2020 and incorporated herein by reference.
(2) Previously filed as exhibit to the Form 10-K filed March 31, 2023 and incorporated herein by reference.
(3) Previously filed as exhibit to the Form 10-Q filed August 14, 2025 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 15, 2026
| LION COPPER AND GOLD CORP. | ||
| (Registrant) | ||
| By: | /s/ John Banning | |
| Principal Executive Officer | ||
| By: | /s/ Lei Wang | |
| Principal Financial Officer | ||