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  4. [8-K] LION COPPER & GOLD CORP. Reports Material Event

Lion Copper reshapes board, hits $58.5M Nuton funding

Lion Copper and Gold Corp. (LCGMF) reported board and leadership changes and highlighted progress on its flagship copper project.

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Lion Copper and Gold Corp. (LCGMF) reported board and leadership changes and highlighted progress on its flagship copper project. On August 18, 2026, the company announced that Travis Naugle resigned as a director and Co-Chairman; his resignation was voluntary and not due to any disagreement on operations, policies, or practices. Naugle will continue to serve as an advisor on corporate and strategic matters. The board appointed Tony Alford as Co-Chairman alongside continuing Co-Chairman Dr. Thomas Patton. The company also welcomed Frederick Scruggs and Mark Sharman to the board following their election at the August 12, 2026 annual shareholders’ meeting. Lion Copper and Gold noted that its earn-in relationship with Nuton LLC, a Rio Tinto venture, has funded US$58.5 million through the second quarter of 2026, advancing the Yerington Copper Project to feasibility study and permitting stages.

Positive

  • US$58.5 million Nuton funding advances Yerington project: The earn-in relationship with Nuton LLC has provided US$58.5 million through Q2 2026, supporting progression of the Yerington Copper Project to feasibility study and permitting stages.

Negative

  • Co-Chairman and director resignation: Travis Naugle resigned as director and Co-Chairman, removing a leader closely associated with establishing the Nuton earn-in relationship, although he will remain as an advisor and the company reports no disagreements.

Filing Explained

The August 18 8-K records Charles Travis Naugle’s resignation as a director and Co-Chairman; he remains an advisor on corporate and strategic matters, while Tony Alford assumes the Co-Chairman role with Thomas Patton.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Nuton funding to date US$58.5 million Funded through the second quarter of 2026 under the earn-in relationship with Nuton LLC
Annual meeting date August 12, 2026 Date shareholders elected Frederick Scruggs and Mark Sharman to the board
News release date August 18, 2026 Date Lion Copper and Gold announced the director resignation and board changes
earn-in agreement financial
"is advancing its flagship copper project in Yerington, Nevada through an earn-in agreement"
An earn-in agreement is a contract where one company gradually gains ownership in a project or business by meeting agreed milestones, usually through funding, completing work, or making payments. It matters to investors because it spreads risk and cost over time, like paying for a car in installments only if it runs as promised, and signals future ownership shifts and potential dilution or value creation for current shareholders.
feasibility study technical
"carried the Yerington Copper Project to the feasibility study and permitting stage"
A feasibility study is an assessment that evaluates whether a proposed project or idea is practical and likely to succeed before investing significant time and resources. It considers factors like costs, potential benefits, and challenges, helping stakeholders decide if moving forward makes sense. Think of it as a detailed plan that gauges if a new venture is worth pursuing.
Regulation FD regulatory
"Item 7.01. Regulation FD. On August 18, 2026, the Registrant issued a news release"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
permitting stage technical
"carried the Yerington Copper Project to the feasibility study and permitting stage"

FAQ

What board changes did LCGMF report in the August 2026 Form 8-K?
Lion Copper and Gold reported that Travis Naugle resigned as director and Co-Chairman, Tony Alford assumed a Co-Chairman role alongside Dr. Thomas Patton, and Frederick Scruggs and Mark Sharman were elected to the board.

Why did Travis Naugle resign from Lion Copper and Gold (LCGMF)?
The company stated that Travis Naugle’s resignation was voluntary and not the result of any disagreement regarding Lion Copper and Gold’s operations, policies, or practices. He will continue as an advisor on corporate and strategic matters.

How much funding has Nuton LLC provided to Lion Copper and Gold’s Yerington project?
Nuton LLC, a Rio Tinto venture, has funded US$58.5 million through the second quarter of 2026. This funding supports advancing the Yerington Copper Project to the feasibility study and permitting stage.

What is the status of Lion Copper and Gold’s Yerington Copper Project (LCGMF)?
Lion Copper and Gold reported that the Yerington Copper Project has reached the feasibility study and permitting stage. This progress has been funded through an earn-in agreement with Nuton LLC totaling US$58.5 million through Q2 2026.

Who were newly elected to Lion Copper and Gold’s board in August 2026?
The company welcomed Frederick Scruggs and Mark Sharman to its board of directors. They were elected at the annual shareholders’ meeting on August 12, 2026, with further information provided in the company’s information and proxy circular.

What exchanges is Lion Copper and Gold (LCGMF) quoted on according to the release?
Lion Copper and Gold noted that its shares trade on the CSE under the symbol LEO and on the OTCQB under the symbol LCGMF. These listings provide access to both Canadian and U.S. public markets.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 2026-08-18 0001339688 Lion Copper and Gold Corp. 0001339688 2026-08-18 2026-08-18

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): August 18, 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.)

517 West Bridge St., Suite A
 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
—   —   —

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 18, 2026, Lion Copper and Gold Corp. (the "Registrant") announced that Charles Travis Naugle had resigned as a director and Co-Chairman of the Registrant.  Mr. Naugle's resignation was voluntary and was not the result of any disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices.

Item 7.01. Regulation FD.

On August 18, 2026, the Registrant issued a news release announcing the resignation of Charles Travis Naugle as a director and Co-Chairman of the Registrant. A copy of the news release is attached to this report as Exhibit 99.1.

The information and exhibits furnished pursuant to Item 7.01 are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Exhibits.

99.1* News release dated August 18, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

* This Exhibit is intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of Form 8-K.

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: August 19, 2026   (Registrant)
       
      /s/ Maria Milagros Paredes
      Maria Milagros Paredes, Chief Financial Officer

TSX-V: LEO | OTCQB: LCGMF

NEWS RELEASE

Lion Copper Announces Director Transition and Appointment of Co-Chairman

August 18, 2026, Vancouver, British Columbia - Lion Copper and Gold Corp. (the "Company") (CSE: LEO) (OTCQB: LCGMF) announces that Travis Naugle has resigned as a director and Co-Chairman of the Company. Mr. Naugle led the Company's initial negotiations with Nuton LLC, a subsidiary of Rio Tinto, establishing the earn-in relationship that has since funded US$58.5 million through the second quarter of 2026 and carried the Yerington Copper Project to the feasibility study and permitting stage now underway. The Board thanks Mr. Naugle for that work and for his stewardship of the Company, and is fortunate to retain him as an advisor on corporate and strategic matters.

Tony Alford has assumed the role of Co-Chairman, serving together with Dr. Thomas Patton, who continues in that role.

The Company also wishes to welcome Frederick Scruggs and Mark Sharman following their election to the Board of Directors at the annual meeting of shareholders held on August 12, 2026.  Information on each of Messrs. Scruggs and Sharman is available in the Company's information and proxy circular prepared for the shareholder meeting which can be viewed on the Company's website.

About Lion Copper and Gold Corp.

Lion Copper and Gold Corp. is advancing its flagship copper project in Yerington, Nevada through an 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,

John Banning
Chief Executive Officer

For more information, please contact:

Email: info@lioncg.com

Website: www.lioncg.com

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

Source: View Original Filing on SEC EDGAR

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