Lion Copper Director Disposes Shares and Acquires 3.75M $0.06 Options

Rhea-AI Filing Summary

Charles Travis Naugle, a director of Lion Copper & Gold Corp. (LCGMF), filed an amended Form 4 reporting transactions dated 12/10/2024. The filing shows a disposition of 1,333,333 common shares and continued indirect beneficial ownership of 833,334 common shares held by Redhill Energy LLC. On the same date he acquired 3,750,000 options exercisable at $0.06 with an expiration of 12/10/2029. The report also lists previously held options (totaling multiple tranches) and positions tied to 20% convertible debentures due 2025 and warrants with a $0.06 conversion/exercise price held indirectly by Nagora Investments LLC, various IRAs, and a Roth IRA, with specified underlying share amounts. The form is signed by Mr. Naugle on 09/09/2025. The filing documents insider option acquisitions, a sizable share disposal, and multiple indirect holdings across affiliated entities and retirement accounts.

Positive

• Acquisition of 3,750,000 options exercisable at $0.06 through 12/10/2029, increasing potential upside participation
• Transparent disclosure of indirect holdings across Nagora Investments LLC, IRAs, Roth IRA, and Redhill Energy LLC

Negative

• Disposition of 1,333,333 common shares, reducing direct equity stake held by the reporting person
• Concentrated insider exposure through various convertible debentures and warrants tied to a single conversion/exercise price of $0.06

Insights

Financial Analyst

TL;DR: Director sold common shares but acquired a large block of $0.06 strike options, shifting exposure from equity to leveraged upside.

Mr. Naugle's disposal of 1,333,333 common shares reduces his direct equity stake while the simultaneous acquisition of 3,750,000 options exercisable at $0.06 through 12/10/2029 increases his potential upside exposure if the stock rises above the strike. The filing also shows substantial indirect positions via convertible debentures and warrants across related entities and IRAs, indicating concentrated insider exposure tied to the company's capital structure and financing instruments with a $0.06 conversion/exercise price.

Corporate Governance Expert

TL;DR: Routine Section 16 amendment discloses a sale and option grant; notable for related-party holdings and retirement-account positions.

The amended Form 4 clarifies beneficial ownership across multiple affiliated entities and retirement accounts, which is important for transparency and compliance. The reported sale of over one million shares and the listing of numerous indirect holdings and convertible instruments highlight the need for clear disclosure of potential conflicts and insider alignment with shareholders. No regulatory violations or novel governance actions are disclosed in the filing itself.

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

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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)
12/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/11/2024

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		A		3,750,000		12/10/2024	12/10/2029	Common Shares	3,750,000	$0.00	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	(1)							02/16/2024	02/16/2025	Common Shares	(1)		$136,202	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	(1)							02/16/2024	02/16/2025	Common Shares	(1)		$174,676	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	(1)							02/16/2024	02/16/2025	Common Shares	(1)		$7,155	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	(1)							02/16/2024	02/16/2025	Common Shares	(1)		$26,892	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	(1)							02/16/2024	02/16/2025	Common Shares	(1)		$7,155	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. Conversion price is $0.06 per share.

	/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.
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FAQ

What did Charles Travis Naugle report in the Form 4/A for LCGMF?

The filing reports a disposition of 1,333,333 common shares, acquisition of 3,750,000 options at $0.06 expiring 12/10/2029, and multiple indirect holdings via related entities and IRAs.

How many options did the director acquire and at what strike price?

He acquired 3,750,000 options with a strike/exercise price of $0.06, exercisable through 12/10/2029.

Did the Form 4/A disclose any convertible debentures or warrants?

Yes. The filing lists 20% convertible debentures due 2025 and multiple $0.06 warrants held indirectly by Nagora Investments LLC, Charles Naugle IRA, Charles Naugle Roth IRA, and Ekaterina Naugle IRA with specified underlying share amounts.

What indirect holdings were reported via Redhill Energy LLC?

Redhill Energy LLC is reported as holding 833,334 common shares as indirect beneficial ownership.

When was the Form 4/A signed by the reporting person?

The form is signed by Charles Travis Naugle on 09/09/2025.