Lion Copper and Gold raises $2.7M 12% debentures with warrants

Lion Copper and Gold Corp. closed a non-brokered private placement of secured convertible debentures for US$2,700,000.

Rhea-AI Filing Summary

Lion Copper and Gold Corp. closed a non-brokered private placement of secured convertible debentures for US$2,700,000. The notes bear 12% annual interest, mature 12 months from issuance, and are convertible into common shares at US$0.0965 per share until November 6, 2026.

Investors also received 27,979,274 detachable warrants, each exercisable for one common share at US$0.0965 until November 6, 2030. The company plans to use proceeds to purchase lands and associated mineral rights for its Yerington area projects. Repayment of the debentures will be secured against those assets. The securities were sold to accredited investors under Rule 506(b) of Regulation D.

Insights

Capital Markets Analyst

$2.7M cash in via 12% convertible notes with long-dated warrants.

Lion Copper and Gold raised US$2,700,000 through secured convertible debentures paying 12%, maturing in 12 months. The notes are convertible at US$0.0965 per share until November 6, 2026, and include 27,979,274 warrants at the same price expiring on November 6, 2030.

The financing adds near-term funding while securing repayment against newly acquired land and mineral rights tied to the Yerington projects. Because both the conversion price and warrant exercise price are fixed at US$0.0965, future share issuance would depend on investor conversion/exercise decisions.

Proceeds are earmarked for asset purchases in Yerington; activity by holders and subsequent project progress will determine how much of the capital structure ultimately converts or exercises. The placement was conducted with accredited investors under Rule 506(b).

8-K Event Classification

3 items: 3.02, 8.01, 9.01

3 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What financing did LCGMF announce?

The company closed a private placement of secured convertible debentures for US$2,700,000 with attached warrants.

What are the key terms of the convertible debentures?

They carry 12% annual interest, mature in 12 months, and are convertible at US$0.0965 per share until November 6, 2026.

How many warrants were issued and at what price?

The company issued 27,979,274 warrants, each exercisable for one share at US$0.0965 until November 6, 2030.

How will Lion Copper and Gold use the proceeds?

Proceeds are intended for purchasing lands and associated mineral rights for the company’s Yerington area projects.

What secures the repayment of the debentures?

Repayment will be secured against the lands and mineral rights acquired with the financing proceeds.

Under what exemption were the securities sold?

They were issued to accredited investors under Rule 506(b) of Regulation D.

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

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Accepted by SEC EDGAR 11/12/2025 - 08:06 AM Learn about SEC filing dates

false 2025-11-06 0001339688 Lion Copper and Gold Corp. 0001339688 2025-11-06 2025-11-06

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 6, 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 (§ 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 3.02 Unregistered Sales of Equity Securities.

On November 6, 2025, the Company closed its non-brokered private placement (the "Debenture Financing") of secured convertible debentures (the "Debentures") in the principal amount of US$2,700,000. The Debentures bear interest at the rate of 12% per annum and will mature on the date that is 12 months from issuance. The principal amount of the Debentures may be converted into common shares of the Company at US$0.0965 per share until November 6, 2026. Interest may be settled in shares priced at the time of repayment or conversion of the note at the option of the Company. In connection with the sale of the Debentures, the Company issued to the purchasers one detachable warrant (a "Warrant") for every US$0.0965 of principal amount of the Debentures subscribed for. The Company issued 27,979,274 Warrants to the purchasers. Each Warrant will entitle the holder to acquire a common share of the Company at a price of US$0.0965 until November 6, 2030.Each warrant entitles the holder to acquire one common share at a price of US$0.0965 until November 6, 2030. The Company intends to use the proceeds of the Debenture Financing for the purchase of lands and associated mineral rights for the Company's Yerington area projects. The repayment of the Debentures will be secured against the lands and mineral rights to be purchased with the proceeds of the Debenture Financing.

The Debentures and Warrants were issued to accredited investors in private transactions pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended.

Item 8.01. Other Events.

The Company's press release announcing the offer and sale of the Debentures and the Warrants is attached as Exhibit 99.1 to this Form 8-K. The press release is being furnished with this Form 8-K and is not considered filed.

Item 9.01 Financial Statements and Exhibits.

99.1	News release dated November 6, 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 10, 2025		(Registrant)
			/s/ Lei Wang
			Lei Wang, Chief Financial Officer