Lion Copper and Gold (OTC: LCGMF) issues 97,182 shares at $0.1029

Rhea-AI Filing Summary

Lion Copper and Gold Corp. reported issuing 97,182 common shares at $0.1029 per share in a private transaction on January 9, 2026. The shares were issued as consideration in connection with an advisory services agreement, effectively using stock to pay for those services.

The issuance was carried out under Rule 506(b) of Regulation D of the U.S. Securities Act, which allows certain private placements without a public offering. This adds a small number of new shares to the company’s equity base in exchange for advisory support.

false 2026-01-09 0001339688 Lion Copper and Gold Corp. 0001339688 2026-01-09 2026-01-09

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 9, 2026

LION COPPER AND GOLD CORP.
(Exact name of registrant as specified in its charter)

British Columbia	000-55139	98-1664106
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

143 S Nevada St.
Yerington, Nevada, United States 89447
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (775) 463-9600

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 3.02 Unregistered Sales of Equity Securities.

On January 9, 2026, the Company issued 97,182 common shares at a price of $0.1029 per share in connection with an advisory services agreement.

The common shares were issued in a private transaction pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended.

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 hereunto duly authorized.

			Lion Copper and Gold Corp.
Date:	January 12, 2026		(Registrant)
			/s/ Lei Wang
			Lei Wang, Chief Financial Officer

FAQ

What did Lion Copper and Gold Corp. (LCGMF) report in this 8-K?

The company reported issuing 97,182 common shares on January 9, 2026 in connection with an advisory services agreement, in a private transaction under Rule 506(b).

How many shares did Lion Copper and Gold (LCGMF) issue and at what price?

Lion Copper and Gold issued 97,182 common shares at a price of $0.1029 per share.

Why did Lion Copper and Gold Corp. issue these 97,182 shares?

The 97,182 common shares were issued in connection with an advisory services agreement, effectively serving as compensation related to those advisory services.

Was the Lion Copper and Gold (LCGMF) share issuance a public offering?

No. The common shares were issued in a private transaction pursuant to Rule 506(b) of Regulation D under the U.S. Securities Act of 1933.

What securities law exemption did Lion Copper and Gold use for this issuance?

The issuance relied on Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended.

Does this filing indicate any change to Lion Copper and Gold’s exchange listing?

No. The filing lists N/A for title of class, trading symbol, and exchange, indicating no exchange-listed securities under Section 12(b) in this context.