[Form 4/A] LION COPPER & GOLD CORP. Amended Insider Trading Activity

Rhea-AI Filing Summary

Charles Travis Naugle, a director of Lion Copper & Gold Corp. (LCGMF), reported an open-market purchase of 65,000 common shares at $0.06 per share on 02/04/2025. After that transaction he directly beneficially owns 1,398,333 common shares and indirectly owns 833,334 common shares through Redhill Energy LLC. The filing also discloses several outstanding derivative positions exercisable into common shares at a $0.06 exercise price: options exercisable 12/10/2024 (3,750,000 shares), options exercisable 07/21/2023 (780,000 shares and 4,385,965 shares with differing expirations), and multiple warrants held indirectly across related entities and IRAs totaling several million underlying common shares. These items show direct purchase activity plus significant option and warrant exposures at the same strike price.

Positive

• Director purchase reported: Acquisition of 65,000 common shares at $0.06 shows insider buying.
• Aligned exercise price across instruments: Options and warrants share a $0.06 strike, simplifying dilution analysis.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director purchase is routine insider activity; sizeable derivative positions at the same strike suggest concentrated exposure but no new governance actions disclosed.

The Form 4/A shows a small direct purchase of 65,000 common shares at $0.06 and significant derivative holdings exercisable into common shares at the same $0.06 strike. The mix of direct, indirect and IRA-held warrants indicates related-party and personal exposure to equity upside rather than corporate governance changes. No departures, new grants with atypical terms, or related-party transactions beyond indirect holdings are disclosed. Impact on shareholder control appears minimal given disclosed totals versus unknown company float.

Securities Analyst

TL;DR: Insider bought shares and maintains large in-the-money options/warrants at $0.06; materiality depends on company share count and market context not provided.

The filing documents a purchase and multiple derivative instruments all with a $0.06 exercise/conversion price. Options and warrants underlying millions of common shares could be dilutive if exercised, but the filing provides no company-wide share count or market capitalization to assess dilution percentage. Transaction sizes should be evaluated relative to outstanding shares and public float to judge investor impact.

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)
02/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/05/2025

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	02/04/2025		P		65,000	A	$0.06	1,398,333	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
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	2,270,027		2,270,027	I	By Nagora Investments LLC
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	2,911,270		2,911,270	I	By Charles Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	119,247		119,247	I	By Charles Naugle Roth IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	448,204		448,204	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:

	/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 Lion Copper & Gold (LCGMF) director Charles Naugle purchase?

He purchased 65,000 common shares at $0.06 per share on 02/04/2025.

How many shares does Charles Naugle directly and indirectly own after the transaction?

He directly owns 1,398,333 common shares and indirectly owns 833,334 common shares through Redhill Energy LLC.

What derivative holdings does the filing disclose for Charles Naugle?

The filing lists multiple options and warrants exercisable into common shares at a $0.06 price, including options for 3,750,000, 780,000, and 4,385,965 underlying shares and several warrants held indirectly and in IRAs totaling millions of underlying shares.

Are any shares held indirectly in retirement accounts?

Yes. Warrants are held indirectly by entities listed as Charles Naugle IRA, Charles Naugle Roth IRA, and Ekaterina Naugle IRA.

Does the Form 4/A show any officer departures or new grants?

No. The filing discloses purchases and existing derivative holdings but does not report departures or new equity grants.