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Lion Copper & Gold sets 27-for-1 share consolidation

LION COPPER & GOLD CORP.

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

LION COPPER & GOLD CORP. (LCGMF) plans to change its name to "Lion Copper Corp." and complete a share consolidation on a 27-for-1 basis, reducing the number of issued and outstanding common shares from 431,332,099 pre-consolidation shares to approximately 15,975,263 post-consolidation shares, subject to rounding.

Effective at the market opening on September 14, 2026, the common shares are expected to begin trading on the Canadian Securities Exchange under the new name, on a post-consolidated basis, with the new symbol "LCU", subject to CSE approval. The consolidation supports the company’s application to list its common shares on the Nasdaq Capital Market, aiming to meet Nasdaq’s $4 per share minimum bid price requirement, although approval is not assured.

Positive

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Negative

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Filing Explained

If approved for September 14, fractional entitlements receive no cash, while physical-certificate holders get exchange instructions and convertible terms adjust proportionately.

The filing adds that, if CSE approval allows the planned September 14, 2026 consolidation to proceed, fractional entitlements will be rounded under stated rules and no cash will be paid for fractions.

Registered holders whose shares are represented by physical certificates will receive exchange instructions; holders using book-entry records or intermediaries do not need to take action.

The exercise or conversion price and the number of shares issuable under the company’s outstanding convertible securities will be adjusted proportionately on the effective date.

The company says it will issue a further news release if the CSE approval changes the effective date.

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.
Share consolidation ratio 27 pre-consolidation shares for 1 post-consolidation share Basis of Lion Copper & Gold Corp.’s common share consolidation
Pre-consolidation shares outstanding 431,332,099 shares Issued and outstanding common shares before consolidation
Post-consolidation shares outstanding Approximately 15,975,263 shares Issued and outstanding common shares after consolidation, subject to rounding
Effective trading date for post-consolidation shares September 14, 2026 Expected CSE market opening for trading under new name and symbol LCU
Nasdaq minimum bid price requirement $4 per share Price threshold the consolidation is intended to help meet for Nasdaq Capital Market listing
New CUSIP 53621C101 CUSIP for post-consolidation common shares
New ISIN CA53621C1014 ISIN for post-consolidation common shares
share consolidation financial
"implement a consolidation of the issued and outstanding common shares"
Share consolidation is a process where a company reduces the total number of its shares by combining multiple existing shares into a smaller number of higher-value shares. This can make each share more expensive and potentially improve the company’s image. For investors, it often means their ownership remains the same, but the value of each share increases, which can influence how the stock is perceived and traded.
Nasdaq Capital Market financial
"the Company's application to list its common shares on the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
minimum bid price financial
"a minimum bid price of $4 per share"
The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.
convertible securities financial
"the Company's outstanding convertible securities will be proportionately adjusted"
Convertible securities are bonds or preferred shares that can be exchanged for a company’s common stock at a predetermined price or under specified conditions. They matter because they combine the steadiness of a loan or fixed dividend with the potential upside of ownership; like a safety‑net that carries a one‑time ticket to become a shareholder, they affect expected returns and can dilute existing stock if converted.
earn-in agreement financial
"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.

FAQ

What corporate actions is LCGMF (Lion Copper & Gold Corp.) announcing in this 8-K?

The company plans to change its name to "Lion Copper Corp." and implement a 27-for-1 share consolidation of its issued and outstanding common shares, with post-consolidation trading on the CSE under the new symbol LCU, subject to CSE approval.

How will the 27-for-1 share consolidation affect Lion Copper & Gold (LCGMF) shares outstanding?

On the effective date, the number of issued and outstanding common shares will be reduced from 431,332,099 pre-consolidation shares to approximately 15,975,263 post-consolidation shares, subject to rounding, with no cash paid for fractional shares.

When will Lion Copper & Gold’s post-consolidation shares start trading under the new symbol LCU?

The common shares are expected to commence trading on the Canadian Securities Exchange under the new name and symbol LCU on a post-consolidated basis at the market opening on September 14, 2026, subject to CSE approval.

How are fractional shares handled in Lion Copper & Gold’s 27-for-1 consolidation?

No fractional shares will be issued. Fractions of 0.5 or greater will be rounded up to the nearest whole share, and fractions of less than 0.5 will be rounded down to the nearest whole share, with no cash consideration for fractional shares.

What is the connection between LCGMF’s share consolidation and its Nasdaq Capital Market application?

The consolidation is being undertaken in connection with the company’s application to list on the Nasdaq Capital Market and is intended to increase the quoted share price to satisfy Nasdaq’s $4 per share minimum bid price requirement, though approval is not guaranteed.

Will Lion Copper & Gold’s existing convertible securities be affected by the consolidation?

Yes. The exercise or conversion price and the number of common shares issuable under any outstanding convertible securities will be proportionately adjusted to reflect the 27-for-1 share consolidation on the effective date.

What new identification numbers will apply to Lion Copper & Gold’s post-consolidation shares?

In connection with the share consolidation and name change, the new CUSIP number will be 53621C101 and the new ISIN number will be CA53621C1014 for the post-consolidation common shares.

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Learn about SEC filing dates

false 2026-09-04 0001339688 Lion Copper and Gold Corp. 0001339688 2026-09-04 2026-09-04

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): September 4, 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 7.01. Regulation FD.

On September 4, 2026, Lion Copper and Gold Corp. (the "Company") announced that it will change its name to "Lion Copper Corp." and implement a consolidation of the issued and outstanding common shares of the Company on the basis of twenty-seven (27) pre-consolidation common shares for one (1) post-consolidation common share. Effective at the market opening on September 14, 2026 the common shares will commence trading on the Canadian Securities Exchange under the new name, on a post-consolidated basis, under the new stock symbol "LCU". A copy of the press 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 September 4, 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: September 10, 2026   (Registrant)
       
       
      /s/ Maria Milagros Paredes
      Maria Milagros Paredes
Chief Financial Officer 



TSX-V: LEO | OTCQB: LCGMF

NEWS RELEASE

Lion Copper Announces Share Consolidation and Name Change

September 4, 2026, Yerington, Nevada - Lion Copper and Gold Corp. (the "Company") (CSE: LEO) (OTCQB: LCGMF) announces that it will change its name to "Lion Copper Corp." and implement a consolidation of the issued and outstanding common shares of the Company on the basis of twenty-seven (27) pre-consolidation common shares for one (1) post-consolidation common share.  Effective at the market opening on September 14, 2026 the common shares will commence trading on the Canadian Securities Exchange under the new name, on a post-consolidated basis, under the new stock symbol "LCU".

The change of name to Lion Copper Corp. reflects the Company's focus on its copper assets, including its flagship copper project in Yerington, Nevada.  The share consolidation is being undertaken in connection with the Company's application to list its common shares on the Nasdaq Capital Market. The consolidation is intended to increase the quoted price per share of the common shares to satisfy the Nasdaq's initial listing requirements which include, among other things, a minimum bid price of $4 per share. There can be no assurance the Company's listing application will be approved or that the Company will satisfy the required listing conditions in a timely manner, or at all. 

The share consolidation was approved by shareholders at the Company's annual shareholder meeting held August 12, 2026.

As a result of the share consolidation, on the effective date, the number of issued and outstanding common shares of the Company will be reduced from the current 431,332,099 outstanding common shares to approximately 15,975,263 post-consolidated common shares, subject to rounding. No fractional shares will be issued. The number of post-consolidation common shares to be issued to shareholders will be rounded up to the nearest whole number for fractions of 0.5 or greater or rounded down to the nearest whole number for fractions of less than 0.5, and no cash consideration will be paid in respect of fractional shares.

The exercise or conversion price and the number of common shares issuable under any of the Company's outstanding convertible securities will be proportionately adjusted to reflect the share consolidation on the effective date.

Registered shareholders who hold common shares represented by a physical certificate will receive a letter of transmittal from the transfer agent for the Company, Computershare Trust Company of Canada, with instructions on how to exchange their existing certificates for certificates representing post-consolidation common shares. No action is required by registered shareholders who hold their common shares in book-entry (e.g. DRS) form or by non-registered shareholders (shareholders who hold their common shares through an intermediary).


In connection with the share consolidation and the name change, the new CUSIP number will be 53621C101 and the new ISIN number will be CA53621C1014 for the post-consolidation shares.

The effective date of the name change and share consolidation is subject to CSE approval, and the Company will issue a further news release in the event of a change to the effective date.

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.

This news release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws, including statements regarding the Company's proposed name change to Lion Copper Corp., the consolidation of its common shares on the basis of twenty-seven pre-consolidation common shares for one post-consolidation common share, the expected Effective Date and commencement of trading on the Canadian Securities Exchange under the new name and symbol "LCU" on a post-consolidation basis, the anticipated number of issued and outstanding common shares after giving effect to the consolidation, the treatment of fractional shares, the adjustment of outstanding convertible securities, the Company's application to list its common shares on the Nasdaq Capital Market, the potential satisfaction of Nasdaq initial listing requirements, and the Company's ongoing focus on advancing its copper assets, including its flagship copper project in Yerington, Nevada. Forward-looking statements are based on management's current expectations, estimates, projections, beliefs and assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause actual results, events or developments to differ materially from those expressed or implied by such statements, including risks relating to regulatory, exchange and other approvals, market conditions, the Company's ability to satisfy Nasdaq listing requirements, the timing and completion of the name change and consolidation, rounding adjustments, the impact of the consolidation on trading liquidity and market price, and other risks described in the Company's public disclosure documents. Readers are cautioned that forward-looking statements are not guarantees of future performance and should not place undue reliance on them. Forward-looking statements speak only as of the date of this news release, and the Company undertakes no obligation to update or revise such statements except as required by applicable law. 

 


Filing Exhibits & Attachments

6 documents

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