[8-K] LION COPPER & GOLD CORP. Reports Material Event

Rhea-AI Filing Summary

Lion Copper and Gold Corp. (LCGMF) announced that Nuton LLC, a wholly owned subsidiary of Rio Tinto, has elected to proceed to Stage 3 under their option to earn-in agreement covering Lion’s flagship copper assets in the Yerington, Nevada region. As part of Stage 3, Nuton will provide up to US$31 million to fund a Definitive Feasibility Study, mine permitting and related work programs for the Yerington Copper Project.

The programs are aimed at advancing copper cathode production and supporting the commercial deployment of Nuton’s proprietary Nuton® bio-heap-leach copper extraction technology at Yerington. The update was released via a press release furnished under Regulation FD.

Insights

Mining project finance analyst

Nuton commits up to US$31M to advance Lion Copper’s Yerington project to feasibility and permitting.

The agreement moves Nuton and Lion Copper and Gold into Stage 3 of their option to earn-in arrangement over the company’s flagship copper assets in the Yerington, Nevada region. Under this stage, Nuton will provide up to US$31M to fund a Definitive Feasibility Study, mine permitting and associated work programs for the Yerington Copper Project.

This funding targets work needed to advance potential copper cathode production and support commercial deployment of Nuton’s proprietary Nuton® bio-heap-leach copper extraction technology at the site. The involvement of a Rio Tinto subsidiary signals continued strategic interest in the project, though actual outcomes will depend on the results of the feasibility work, permitting progress and future decisions by both parties.

The key milestone to track from this disclosure is completion of the Definitive Feasibility Study and related permitting activities for the Yerington Copper Project, as these will frame future development choices by Nuton and Lion Copper and Gold.

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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): November 24, 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

N/A
(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 7.01. Regulation FD.

On November 24, 2025, Lion Copper and Gold Corp. (the "Registrant") issued a press release announcing that Nuton LLC ("Nuton"), a wholly-owned subsidiary of Rio Tinto, and the Registrant (the "Parties") have agreed to proceed to Stage 3 under the option to earn-in agreement (the "Agreement") relating to the Registrant's flagship copper assets in the Yerington, Nevada region, and relatedly Nuton has exercised the option to earn-in to the Yerington Copper Project. Under Stage 3, Nuton will provide up to US$31M to progress a Definitive Feasibility Study (DFS), mine permitting and associated work programs aimed at advancing copper cathode production and supporting the commercial deployment of the Nuton® Technology, Nuton's proprietary bio-heap-leach copper extraction technology, at the Yerington Copper Project. 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 Exhibits.

99.1	News release dated November 24, 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:	November 25, 2025		(Registrant)
			/s/ Lei Wang
			Lei Wang, Chief Financial Officer

FAQ

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

Lion Copper and Gold Corp. announced that Nuton LLC, a wholly owned Rio Tinto subsidiary, has agreed to proceed to Stage 3 under their option to earn-in agreement covering Lion’s flagship copper assets in the Yerington, Nevada region.

How much funding will Nuton provide under Stage 3 of the agreement with LCGMF?

Under Stage 3, Nuton will provide up to US$31 million to progress a Definitive Feasibility Study, mine permitting and associated work programs for the Yerington Copper Project.

What work will be funded by the US$31 million commitment to Lion Copper and Gold?

The up to US$31 million from Nuton will fund a Definitive Feasibility Study, mine permitting and associated work programs aimed at advancing copper cathode production at the Yerington Copper Project.

What is Nutonreg Technology mentioned in the Lion Copper and Gold 8-K?

Nutonreg Technology is Nuton LLCs proprietary bio-heap-leach copper extraction technology, which the funded programs are intended to support for commercial deployment at the Yerington Copper Project.

Is the Nuton Stage 3 information in the Lion Copper and Gold filing considered filed or furnished?

The information about Nuton proceeding to Stage 3 and the related press release are deemed to be furnished under Regulation FD and not filed for purposes of the Securities Exchange Act of 1934, except where specifically incorporated by reference.

Where can investors find more details about the Nuton and Lion Copper Stage 3 agreement?

More details are provided in the news release dated November 24, 2025, which is attached as Exhibit 99.1 to the report.