Lion Copper and Gold amends advisor fees to allow stock payments

Lion Copper and Gold Corp. reported that it has amended an existing advisory services agreement to allow advisory fees to be paid in common shares instead of cash.

Rhea-AI Filing Summary

Lion Copper and Gold Corp. reported that it has amended an existing advisory services agreement to allow advisory fees to be paid in common shares instead of cash. This change means the company can compensate its advisor with stock, which may help conserve cash resources while still meeting its obligations under the agreement. The update was shared through a news release dated December 31, 2025, which is included as an exhibit and treated as information furnished under Regulation FD rather than filed for legal purposes.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

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

The company disclosed that it amended an existing advisory services agreement to permit payment of advisory fees in the form of common shares instead of cash, as announced in a December 31, 2025 news release.

How will advisory fees be paid under Lion Copper and Gold Corp.’s amended agreement?

Under the amended advisory services agreement, advisory fees may now be paid through the issuance of Lion Copper and Gold Corp. common shares in lieu of cash.

Does Lion Copper and Gold Corp. consider this advisory fee amendment to be filed or furnished information?

The company states that the information in Item 7.01 and the related press release is deemed to be "furnished" under Regulation FD and not "filed" for purposes of the Securities Exchange Act of 1934.

What exhibit did Lion Copper and Gold Corp. attach related to this advisory fee change?

Lion Copper and Gold Corp. attached Exhibit 99.1, a news release dated December 31, 2025, describing the amendment to the advisory services agreement, and Exhibit 104, the cover page interactive data file.

Does the 8-K state that Lion Copper and Gold Corp. is an emerging growth company?

The form includes the standard emerging growth company check box language, indicating whether the registrant qualifies and may elect extended transition periods for new or revised accounting standards.

Who signed this Lion Copper and Gold Corp. 8-K filing?

The report was signed on behalf of Lion Copper and Gold Corp. by Lei Wang, Chief Financial Officer, dated December 31, 2025.

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Accepted by SEC EDGAR 12/31/2025 - 02:30 PM Learn about SEC filing dates

false 2025-12-31 0001339688 Lion Copper and Gold Corp. 0001339688 2025-12-31 2025-12-31

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): December 31, 2025

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

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 7.01. Regulation FD.

On December 31, 2025, Lion Copper and Gold Corp. (the "Registrant") issued a press release announcing. that it has amended an existing advisory services agreement to permit payment of advisory fees through the issuance of common shares of the Registrant in lieu of cash. A copy of the press release is attached to this report as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 and in the press release is deemed to be "furnished" and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

99.1	News release dated December 31, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	December 31, 2025		(Registrant)
			/s/ Lei Wang
			Lei Wang, Chief Financial Officer