LCGMF Amendment: Director Disposes 1,333,333 Shares; Convertible Debentures Repaid

Rhea-AI Filing Summary

Charles Travis Naugle, a director of Lion Copper & Gold Corp. (LCGMF), amended a Form 4 to report transactions tied to convertible debentures repaid early on 12/11/2024. The amendment discloses a disposition of 1,333,333 common shares, leaving 833,334 shares beneficially owned indirectly through Redhill Energy LLC. Multiple option and warrant positions are reported as directly or indirectly held, including 3,750,000 options exercisable at $0.06 (expiring 12/10/2029) and several warrants and convertible debenture positions convertible into millions of common shares at $0.06 with various expirations in 2025 and 2028/2029. The filer states the issuer repaid the convertible debentures early on 12/11/2024.

Positive

• Early repayment of convertible debentures on 12/11/2024 reduced outstanding debt obligations
• Amended filing provides clearer disclosure of indirect holdings and related-party positions

Negative

• Disposition of 1,333,333 common shares by a director could be viewed negatively by some investors
• Significant outstanding options and warrants exercisable at $0.06 represent potential dilution if exercised

Insights

Securities Analyst

TL;DR: Insider sold 1,333,333 shares and large option/warrant positions remain; convertible debentures were repaid early—neutral for governance, watch dilution potential.

The Form 4/A documents an insider disposal of 1,333,333 common shares while retaining indirect ownership via an entity. Significant derivative holdings remain, notably 3.75 million options at $0.06 expiring in 2029 and multiple warrants/convertible debentures exercisable at $0.06 into several million shares. Early repayment of convertible debentures on 12/11/2024 removed outstanding debt obligations but also triggered the reported share movements. For investors, the transactions clarify insider exposure and potential dilutive instruments outstanding; they do not provide operational or revenue information.

Corporate Governance Expert

TL;DR: Director-level sale reported and complex indirect holdings disclosed; amendment improves transparency but is not materially positive.

The amendment enhances disclosure by reporting the disposition and the nature of indirect holdings through Redhill Energy LLC, Nagora Investments LLC, and individual IRAs. The schedule lists multiple related-party indirect holdings and convertible instruments with low exercise prices, which represent potential dilution if exercised. The stated early repayment of debentures reduces debt-related risk for the issuer but the filing does not quantify cash flows or changes in outstanding share count post-repayment. Overall, the filing is a routine insider disclosure with governance transparency benefits.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Naugle Charles Travis

(Last) (First) (Middle)

3611 COPPER SPRING DR

(Street)

FORT COLLINS CO 80528

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LION COPPER & GOLD CORP. [ LCGMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/27/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares								1,333,333	D
Common Shares								833,334	I	By Redhill Energy LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options	$0.06							12/10/2024	12/10/2029	Common Shares	3,750,000		3,750,000	D
Options	$0.06							07/21/2023	07/21/2028	Common Shares	780,000		780,000	D
Options	$0.06							07/21/2023	07/23/2028	Common Shares	4,385,965		4,385,965	D
20% Convertible Debentures Due 2025	$0.06	12/11/2024		J(1)			$136,202	02/16/2024	02/16/2025	Common Shares	2,270,027	$136,202	$0	I	By Nagora Investments LLC
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	2,270,027		2,270,027	I	By Nagora Investments LLC
20% Convertible Debentures Due 2025	$0.06	12/11/2024		J(1)			$174,676	02/16/2024	02/16/2025	Common Shares	2,911,270	$174,676	$0	I	By Charles Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	2,911,270		2,911,270	I	By Charles Naugle IRA
20% Convertible Debentures Due 2025	$0.06	12/11/2024		J(1)			$7,155	02/16/2024	02/16/2025	Common Shares	119,247	$7,155	$0	I	By Charles Naugle Roth IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	119,247		119,247	I	By Charles Naugle Roth IRA
20% Convertible Debentures Due 2025	$0.06	12/11/2024		J(1)			$26,892	02/16/2024	02/16/2025	Common Shares	448,204	$26,892	$0	I	By Ekaterina Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	448,204		448,204	I	By Ekaterina Naugle IRA
20% Convertible Debentures Due 2025	$0.06	12/11/2024		J(1)			$7,155	02/16/2024	02/16/2025	Common Shares	119,247	$7,155	$0	I	By Ekaterina Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	119,247		119,247	I	By Ekaterina Naugle IRA

Explanation of Responses:

1. The issuer repaid these convertible debentures early on 12-11-24.

	/s/ Charles Travis Naugle	09/09/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4/A for LCGMF report?

The amendment reports a disposition of 1,333,333 common shares by director Charles Travis Naugle and details multiple option, warrant, and convertible debenture holdings.

Did the filing state why the transactions occurred?

The filing explains that the issuer repaid convertible debentures early on 12/11/2024; no further rationale for the share disposition is provided.

How many options did the reporting person hold?

The filing shows 3,750,000 options exercisable at $0.06 (expiration 12/10/2029) plus additional option tranches totaling several million shares at $0.06 with 2028 expirations.

How many shares remain beneficially owned after the reported disposition?

The reporting person beneficially owns 833,334 common shares indirectly through Redhill Energy LLC following the disposition.

Are there convertible securities that could convert into common shares?

Yes. The Form 4/A lists multiple 20% convertible debentures due 2025 and warrants convertible or exercisable into common shares at $0.06 with various expirations in 2025 and beyond.