Lion Copper swings to $281K Q3 profit, needs financing
Nuton had provided $58.5 million in cumulative earn-in funding, while Lion Copper cited substantial doubt about continuing as a going concern.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Lion Copper Corp. reported third-quarter net income of $281,000, compared with a net loss of $6.319 million in the third quarter of 2025. For the first nine months of 2026, it recorded a net loss of $10.197 million, including a $9.069 million share of loss from Falcon Copper and a $2.677 million fair-value loss on derivative liabilities, partly offset by a $2.542 million dilution gain.
At September 30, 2026, cash was $21.161 million and working capital was $1.410 million. The company reported no revenue and said it needs additional financing for corporate and administrative costs and convertible-debt repayment; these conditions raise substantial doubt about its ability to continue as a going concern.
Nuton had provided $58.5 million cumulatively under the earn-in agreement by September 30, and its Stage 3 agreement commits up to US$31 million toward Yerington’s Definitive Feasibility Study. Lion Copper reported Bear Deposit indicated resources of 1,064 million tonnes grading 0.29% copper (6.71 billion pounds) and inferred resources of 1,770 million tonnes grading 0.22% copper (8.77 billion pounds).
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointQ3 net income was $281,000, versus a $6.319 million loss.
Negative
- Major pointSubstantial doubt about going concern; $1.410 million working capital and additional financing needed.
Filing Explained
For the agreed debenture restructuring, Lion Copper says it will issue holders 518,135 warrants, each allowing purchase of one common share at
Key Figures
Key Terms
going concern basis financial
earn-in agreement financial
equity method financial
dilution gain financial
Mineral Resource Estimate technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Did LCU make a profit in the third quarter of 2026?
What mineral resources did LCU report at the Bear Deposit?
When does LCU expect to complete the Yerington feasibility study?
How much of LCU's exploration spending did Nuton fund in the first nine months of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from __________________ to __________________
(Commission File Number)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Common shares, without par value | LCU | The Nasdaq Capital Market
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company
| |
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of November 4, 2026, the registrant’s outstanding common stock consisted of shares.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of applicable United States and Canadian securities legislations (“Forward-Looking Statements”). Forward-Looking Statements reflect the expectations of management and consist of statements that are not only historical fact but also relate to predictions, expectations, belief, plans, projections, objectives, assumptions, future events, or future performance. Forward-Looking Statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or similar words. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any Forward-Looking Statements provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in Forward-Looking Statements as a result of various estimates, risks, and uncertainties. Readers should not place undue reliance on Forward-Looking Statements. Forward-Looking Statements in this quarterly report and in documents incorporated by reference herein include, but are not limited to, statements with regard to:
| ● | planned exploration activity including both expected drilling and geological and geophysical related activities; | |
| ● | future foreign exchange rates; | |
| ● | future sources of liquidity, cash flows and their uses; | |
| ● | realization of anticipated benefits of acquisitions and dispositions; | |
| ● | expected levels of operating costs, general and administrative costs, costs of services and others; and | |
| ● | treatment under government regulation and taxation regimes. |
Forward-Looking Statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the Forward-Looking Statements, including, without limitation:
| ● | risks related to exploration and development of natural resource properties; | |
| ● | the uncertain nature of estimating mineral resources and mineral reserves; | |
| ● | uncertainty in the Company’s ability to obtain funding; | |
| ● | copper price fluctuations; | |
| ● | recent market events and conditions; | |
| ● | risks related to governmental regulations; | |
| ● | risks related to the Company’s business being subject to environmental laws and regulations; | |
| ● | risks related to the Company’s inability to meet its financial obligations under agreements to which it is a party; and | |
| ● | risks related to the Company’s ability to recruit and retain qualified personnel. |
These Forward-Looking Statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. We undertake no obligation to update forward-looking statements should circumstances or estimates or opinions change.
PART I
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Expressed in thousands of U.S. Dollars)
(Unaudited)
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Condensed Interim Consolidated Balance Sheets
As of September 30, 2026 and December 31, 2025
(In thousands of U.S. Dollars, except for shares)
| September 30, 2026 | December 31, 2025 | |||||||||
| Notes | (unaudited) | (audited) | ||||||||
| ASSETS | ||||||||||
| Current | ||||||||||
| Cash and cash equivalents | $ | $ | ||||||||
| Other receivables | ||||||||||
| Prepaid and deposit | ||||||||||
| Non-Current | ||||||||||
| Mineral properties | 4 | |||||||||
| Reclamation bonds | ||||||||||
| Investment in associate | 3 | |||||||||
| Investment other | 3 | |||||||||
| Property and equipment | ||||||||||
| Total assets | $ | $ | ||||||||
| LIABILITIES | ||||||||||
| Current | ||||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||||
| Nuton LLC earn in liability | 4 | |||||||||
| Convertible debentures | 7 | |||||||||
| Derivative liabilities | 8 | |||||||||
| Total current liabilities | ||||||||||
| Total liabilities | ||||||||||
| Shareholders’ Equity | ||||||||||
| Share
capital, | 9 | |||||||||
| Additional paid-in capital | 10 | |||||||||
| Commitment to issue shares | ||||||||||
| Deficit | ( | ) | ( | ) | ||||||
| Total shareholders’ equity | ||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
On behalf of the Board of Directors on November 9, 2026
| /s/ “Thomas Patton” | /s/ “Tony Alford” | |
| Director | Director |
| 2 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Condensed Interim Consolidated Statements of Operations and Comprehensive Income (Loss)
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars, except for shares and per share amounts)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||
| Notes | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Operating expenses | ||||||||||||||||||
| Exploration and evaluation | 4 | $ | $ | $ | $ | |||||||||||||
| General and administrative | 5 | |||||||||||||||||
| Share-based compensation | 10 | |||||||||||||||||
| Nuton LLC earn in liability | 4 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Non-operating income (expenses) | ||||||||||||||||||
| Accretion and interest expenses | 7 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Fair value loss on derivative liabilities | 8 | ( | ) | ( | ) | |||||||||||||
| Foreign exchange gain | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest income and other | ||||||||||||||||||
| Gain (loss) on shares issued for services | 9 | ( | ) | |||||||||||||||
| Dilution gain on investments | 3 | |||||||||||||||||
| Share of loss in associate | 3 | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Unrealized loss on investments | 3 | ( | ) | ( | ) | |||||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||
| Net income (loss) and comprehensive income (loss) for period | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Net income (loss) and comprehensive income (loss) attributed to: | ||||||||||||||||||
| Shareholders of the Company | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Non-controlling interest | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||
| ( | ) | ( | ) | ( | ) | |||||||||||||
| Earning (Loss) per share, basic | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Earning (Loss) per share, diluted | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||
| Weighted average number of shares outstanding - basic | ||||||||||||||||||
| Weighted average number of shares outstanding - diluted | ||||||||||||||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| 3 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Condensed Interim Consolidated Statements of Changes in Equity
For the nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars, except for shares)
| Notes | Number of Shares | Share Capital | Additional Paid-in Capital | Deficit | Commitment to Issue Shares | Non-Controlling Interest | Total Equity | |||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| Shares issued for option exercises | 9 | ( | ) | |||||||||||||||||||||||||||
| Share-based compensation | 6, 10 | - | ||||||||||||||||||||||||||||
| Shares issued by Falcon Copper Corp. | 6 | - | ||||||||||||||||||||||||||||
| Net loss and comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| Shares issued for option and warrant exercises | 9 | ( | ) | |||||||||||||||||||||||||||
| Shares issued for services | 9 | ( | ) | |||||||||||||||||||||||||||
| Modification of warrants | 8 | - | ||||||||||||||||||||||||||||
| Share-based compensation | 10 | - | ||||||||||||||||||||||||||||
| Net loss and comprehensive loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| 4 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Condensed Interim Consolidated Statements of Changes in Equity
For the three months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars, except for shares)
| Notes | Number of Shares | Share Capital | Additional Paid-in Capital | Deficit | Commitment to Issue Shares | Non-Controlling Interest | Total Equity | |||||||||||||||||||||||
| Balance, June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| Shares issued for option exercises | 9 | ( | ) | |||||||||||||||||||||||||||
| Share-based compensation | 6, 10 | - | ||||||||||||||||||||||||||||
| Shares issued by Falcon Copper Corp. | 6 | - | ||||||||||||||||||||||||||||
| Net loss and comprehensive loss for the period | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Balance, September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
| Shares issued for services | 9 | |||||||||||||||||||||||||||||
| Share-based compensation | 10 | - | ||||||||||||||||||||||||||||
| Net income and comprehensive income for the period | - | |||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| 5 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Condensed Interim Consolidated Statements of Cash Flow
For the nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars)
| Nine months ended September 30, | ||||||||||
| Note | 2026 | 2025 | ||||||||
| Operating activities | ||||||||||
| Loss for the period | $ | ( | ) | $ | ( | ) | ||||
| Non-cash transactions | ||||||||||
| Accretion and interest expenses | 7 | |||||||||
| Fair value loss on derivative liabilities | 8 | |||||||||
| Depreciation expense | ||||||||||
| Share of loss in associate | 3 | |||||||||
| Shares-based compensation | ||||||||||
| Amortization of ROU asset | ||||||||||
| Shares issued for services | 9 | |||||||||
| Unrealized loss on investments | 3 | |||||||||
| Loss on shares issued for services | 9 | |||||||||
| Dilution gain on investments | 3 | ( | ) | |||||||
| Changes in non-cash operating assets and liabilities | ||||||||||
| Other receivable | ||||||||||
| Prepaid expenses and deposit | ( | ) | ( | ) | ||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||||
| Lease liabilities | ( | ) | ||||||||
| Nuton LLC earn in liability | ( | ) | ||||||||
| Cash flow provided (used) by operating activities | ( | ) | ||||||||
| Investing activities | ||||||||||
| Mineral properties | ( | ) | ( | ) | ||||||
| Nuton LLC deposit applied | ||||||||||
| Purchase of property and equipment | ( | ) | ||||||||
| Nuton LLC deposit applied | ||||||||||
| Cash used by investing activities | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||
| Proceeds from private placements | ||||||||||
| Conversion of convertible debentures | 7 | |||||||||
| Repayment of convertible debentures | ( | ) | ||||||||
| Proceeds from warrants and options exercised | 9 | |||||||||
| Cash provided by financing activities | ||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ) | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||||
The accompanying notes form an integral part of these condensed interim consolidated financial statements.
| 6 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| 1. | NATURE OF OPERATIONS AND GOING CONCERN |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.) (“LCC”), together with its subsidiaries, collectively, the “Company”, is engaged in the acquisition, exploration and development of copper properties in the United States. The Company is currently advancing its flagship Yerington Copper Project in Nevada toward a Feasibility Study (the “FS”), pursuant to an earn-in agreement with Nuton LLC (“Nuton”), a Rio Tinto venture.
LCC was incorporated in British Columbia, Canada on May 11, 1993. Its common shares are listed on the Canadian Securities Exchange (“CSE”) under the symbol “LCU”. On October 19, 2026, the Company’s common shares began trading on the NASDAQ under the symbol “LCU”.
The Company acquires mineral properties through option agreements and claim staking. The carrying value of its mineral properties represents the acquisition costs and does not reflect present or future values. The recoverability of these assets is dependent on the discovery of mineral reserves, the Company’s ability to secure sufficient financing for corporate and other obligations, and the successful development disposition of the properties.
The Company’s development activities on the Yerington Copper Project are substantially funded under an earn-in agreement with Nuton rather than direct Company funding.
These condensed interim consolidated financial statements (“Interim Financial Statements”) have been prepared on a going concern basis, which assumes the Company will continue to operate for the foreseeable future and realize its assets and discharges its liabilities in the normal course of business.
As
of September 30, 2026, the Company had an accumulated deficit of $
The Company has not generated revenue and will require additional financing to fund general corporate and administrative activities and repay its outstanding convertible debt obligations when due. Although the Company has historically been successful in raising capital, there can be no assurance that additional financing will be available on acceptable terms, or at all. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.
The Interim Financial Statements do not include any adjustments that would be necessary if the Company were unable to continue as a going concern. Such adjustments could be material.
| 2. | SIGNIFICANT ACCOUNTING POLICIES |
| a) | Statement of compliance and consolidation |
The Interim Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are presented in United States dollars (“$” or “USD”), unless otherwise indicated.
| 7 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
The
Interim Financial Statements include the accounts of LCC and its wholly owned subsidiaries, Quaterra Alaska Inc. (“QTA”)
which holds a
The Company consolidates entities over which it has control. Control exists when the Company has power over the relevant activities, exposure to variable returns, and the ability to affect those returns through its power over the entity.
The Company reassesses control when events or circumstances indicate a change in its ability to direct the activities of a subsidiary. Changes in consolidation status are applied prospectively, with assets and liabilities initially recorded at fair value. A gain or loss may be recognized upon deconsolidation of a subsidiary, depending on the carrying amounts of deconsolidated assets and liabilities compared to the fair value of retained interests and ongoing contractual arrangements.
The significant accounting policies applied in the preparation of these Interim Financial Statements are consistent with those disclosed in Note 3 of the Company’s audited consolidated financial statements for the year ended December 31, 2025 except for the following:
| a) | Mineral properties |
Land purchased with the intention of exploration in which houses are situated shall be accounted for as mineral properties while the value of the houses shall be allocated to property and equipment. If the value of the house is immaterial, the house shall also be allocated to mineral properties.
In preparing these Interim Financial Statements, management has applied the same judgements, estimates and assumptions as those applied to the audited consolidated financial statements as at and for the year ended December 31, 2025.
On September 14, 2026, the Company consolidated its common shares on a basis of twenty-seven (27) pre-consolidated shares for every one (1) post-consolidation share (the “Share Consolidation”). No fractional shares were issued in connection with the Share Consolidation. All fractional shares created by the Share Consolidation were rounded to the nearest whole number of common shares.
As a result of the Share Consolidation, the number of common shares issuable upon exercise of outstanding warrants has been adjusted in accordance with the applicable warrant terms, such that each warrant now entitles the holder to receive one post-consolidation common share for every twenty-seven common shares previously issuable, at a proportionally adjusted exercise price. The total number of warrants outstanding was not affected by the Share Consolidation. For comparative and presentation purposes, all warrant figures presented herein, including the number of warrants outstanding and the number of common shares issuable upon exercise, are presented on a post-consolidation basis.
The exercise price, options outstanding, and number of common shares issuable upon the exercise of outstanding Options presented in these financial statements were proportionately adjusted to reflect the Share Consolidation. All information respecting outstanding common shares and other securities of the Company, including basic and diluted loss per share, in the current and comparative periods presented herein give effect to the Share Consolidation.
| 8 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| 3. | INVESTMENTS |
| a) | Falcon Copper Corp. (“FCC”) |
Falcon Copper Corp., formerly Blue Copper Resources Corp, is a privately held company incorporated in Wyoming, United States. Prior to December 31, 2025, the Company consolidated FCC due to a majority representation on FCC’s board of directors.
On December 31, 2025, FCC restructured its board such that the Company no longer had a controlling financial interest. Accordingly, the Company deconsolidated FCC in accordance with ASC 810, Consolidation.
Upon
deconsolidation, the Company derecognized the assets, liabilities and non-controlling interests of FCC and recognized its retained investment
in FCC at fair value of $
As
of September 30, 2026 and December 31, 2025, the Company held common shares of FCC, representing
| Balance, December 31, 2025 | $ | |||
| Share of loss in associate | ( | ) | ||
| Dilution gain on investments | ||||
| Balance, September 30, 2026 | $ |
The
Company’s share of FCC’s net loss was based on FCC’s unaudited net loss of $
Summarized financial information of FCC is presented below:
Summarized balance sheet:
| September 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Mineral properties | ||||||||
| Investment in associate | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities | ||||||||
| Accounts payable & accrued liabilities | $ | $ | ||||||
| Convertible debentures | ||||||||
| Derivative liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| 9 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
Summarized statement of loss
| Three months ended September 30, 2026 | Three months ended September 30, 2025 | Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Exploration & evaluation | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Salaries & benefits | ||||||||||||||||
| Travel | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Interest expense | ||||||||||||||||
| Fair value gain on derivative liability | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ( | ) | ( | ) | ||||||||||||
| Gain on extinguishment of convertible notes | ( | ) | ( | ) | ||||||||||||
| Accretion expense | ||||||||||||||||
| Share of loss in associate | ||||||||||||||||
| Net loss | $ | $ | $ | $ | ||||||||||||
| b) | FCC Warrants |
As
of December 31, 2025, the Company held
Each warrant entitles the Company to acquire one common share of FCC for a period of five years. The price is variable and determined based on the lower of a valuation cap or discounts to future financing or market prices.
As
at September 30, 2026, the fair value of the warrants was $
The following table summarizes the continuity of the FCC warrants during the nine months ended September 30, 2026:
| Balance, December 31, 2025 | $ | |||
| Unrealized loss on investments | ( | ) | ||
| Balance, September 30, 2026 | $ |
| 10 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| 4. | MINERAL PROPERTIES |
Total mineral property acquisition costs are listed in the table below:
| Singatse Peak Services LLC | Falcon Copper Corp. | |||||||||||||||||||||||||||||||||||
| MacArthur | Yerington | Bear* | Wassuk | Copper Canyon | Blue
Copper | Schell
Creek | Groundhog | Total | ||||||||||||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||||||||||||||
| Option payments | ||||||||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Deconsolidation of Falcon Copper Corp. | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||||||||||||||||||||||
| Acquisition | ||||||||||||||||||||||||||||||||||||
| Option payments | ||||||||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Balance, September 30, 2026 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
| * |
| 11 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
Total exploration expenditures recorded on the condensed interim consolidated statements of operations and comprehensive loss are listed in the tables below:
| Singatse Peak Services LLC | Falcon Copper Corp. | |||||||||||||||||||||||||||||||
| Nine months ended September 30, 2026 | MacArthur | Yerington | Bear | Wassuk | Blue
Copper | Schell
Creek | Other | Total | ||||||||||||||||||||||||
| Property Maintenance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Assay & Labs | ||||||||||||||||||||||||||||||||
| Drilling | ||||||||||||||||||||||||||||||||
| Environmental | ||||||||||||||||||||||||||||||||
| Geological | ||||||||||||||||||||||||||||||||
| Geophysical | ||||||||||||||||||||||||||||||||
| Technical Study | ||||||||||||||||||||||||||||||||
| Field Support | ||||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Nine months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Property Maintenance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Assay & Labs | ||||||||||||||||||||||||||||||||
| Drilling | ||||||||||||||||||||||||||||||||
| Environmental | ||||||||||||||||||||||||||||||||
| Geophysical | ||||||||||||||||||||||||||||||||
| Technical Study | ||||||||||||||||||||||||||||||||
| Field Support | ||||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Singatse Peak Services LLC | Falcon Copper Corp. | |||||||||||||||||||||||||||||||
| Three months ended September 30, 2026 | MacArthur | Yerington | Bear | Wassuk | Blue
Copper | Schell
Creek | Other | Total | ||||||||||||||||||||||||
| Property Maintenance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Assay & Labs | ||||||||||||||||||||||||||||||||
| Drilling | - | - | ||||||||||||||||||||||||||||||
| Environmental | ||||||||||||||||||||||||||||||||
| Geological | ||||||||||||||||||||||||||||||||
| Geophysical | ||||||||||||||||||||||||||||||||
| Technical Study | ||||||||||||||||||||||||||||||||
| Field Support | ||||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| Three months ended September 30, 2025 | ||||||||||||||||||||||||||||||||
| Property Maintenance | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Assay & Labs | ||||||||||||||||||||||||||||||||
| Environmental | ||||||||||||||||||||||||||||||||
| Geophysical | ||||||||||||||||||||||||||||||||
| Technical Study | ||||||||||||||||||||||||||||||||
| Field Support | ||||||||||||||||||||||||||||||||
| Funded by Nuton LLC | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||
| 12 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| a) | Nuton Agreement |
On
March 18, 2022, the Company entered into an option earn-in agreement with Nuton LLC (“Nuton”), a subsidiary of Rio
Tinto, as subsequently amended (the “Nuton Agreement”). Under the Nuton Agreement, Nuton was granted an exclusive
option to acquire an initial
Following
the completion of Stage 1 and Stage 2, Nuton elected to advance to Stage 3 in November 2025, and the parties entered into a Stage 3 Earn-In
Agreement dated December 19, 2025. In January 2026, Nuton contributed $
Upon
completion of the feasibility study, Nuton and the Company will determine whether to establish a separate investment vehicle to hold
the Mining Assets, with Nuton retaining a minimum
Funds received under the Nuton Agreement do not represent revenue to the Company. Accordingly, such amounts are recorded as a deposit liability until eligible project expenditures are incurred in accordance with the staged work programs. As expenditure is incurred, the deposit liability is reduced, with corresponding amounts recognized as associated expenses or capitalized to mineral properties, consistent with the Company’s accounting policies.
The continuity of the Company’s Nuton LLC earn in liability is as follows:
| Balance December 31, 2024 | $ | |||
| Funds applied to capitalized acquisition | ( | ) | ||
| Funds applied to exploration and evaluation | ( | ) | ||
| Funds applied to general and administrative | ( | ) | ||
| Balance December 31, 2025 | $ | |||
| Funds received | ||||
| Funds applied to Property and equipment | ( | ) | ||
| Funds applied to capitalized acquisition | ( | ) | ||
| Funds applied to exploration and evaluation | ( | ) | ||
| Funds applied to general and administrative | ( | ) | ||
| Balance September 30, 2026 | $ |
| b) | MacArthur and Yerington Properties, Nevada |
Located
in the historic copper district of Yerington, Nevada, the Company’s MacArthur and Yerington are
The
MacArthur property consists of unpatented lode claims and placer claims and covers lands administered by the U.S. Department of Interior
- Bureau of Land Management (“BLM”). It is subject to a
| 13 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
The
Yerington property is centered on the former Anaconda open pit copper mine. This includes simple parcels and patented mining claims as
well as unpatented lode and placer claims on land administered by BLM. The Yerington deposit is subject to a
On March 13, 2025, the Company announced the successful negotiation of a Settlement Agreement with the Nevada Division of Water Resources and the Nevada State Engineering (collectively, the “State”) to reinstate 3,452.8 ac-ft of previously forfeited water rights essential for the development of the Yerington Copper project. As a result, the State has officially rescinded its notice of forfeiture, thus restoring all the Company’s 6,014.5 ac-ft of water rights to good standing. This Settlement Agreement effectively terminates the legal proceedings initiated by the Company to defend its water rights.
On
May 15, 2026, the Company entered into an option agreement for initial consideration of $
| a) | If
the option is exercised on or before October 31, 2026, the purchase price shall be $ | |
| b) | If
the option is exercised after October 31, 2026 but on or before October 31, 2027, the purchase
price shall be $ | |
| c) | If
the option is exercised after October 31, 2027 but on or before October 31, 2028, the purchase
price shall be $ | |
| d) | If
the option is exercised after October 31, 2028 but on or before October 31, 2029, the purchase
price shall be $ |
| c) | Bear Deposit, Nevada |
The Bear deposit consists of private land located to the northeast of the Yerington deposit.
The
Company has five option agreements, entered between March 2013 and May 2015, subsequently amended, pursuant to which it may acquire a
Two
of the properties are subject to a
The
remaining payments required to keep the option agreements in good standing consist of $
| 14 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
These
option agreements also contain purchase provisions with cash payments ranging from $
In
November 2025, the Company acquired a parcel of land for total cash consideration of $
| d) | Wassuk, Nevada |
The
Wassuk property consists of unpatented lode claims on land administered by the BLM. The property is subject to a
| e) | Copper Canyon, Nevada |
On
August 21, 2023, the Company purchased the title to the Copper Canyon claims from Convergent Mining, LLC and paid $
| 5. | GENERAL AND ADMINISTRATIVE EXPENSES |
Certain
general and administrative expenses were funded by Nuton, including salaries of $
A detailed breakdown of general and administrative expenses is provided below:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Professional fees | $ | $ | $ | $ | ||||||||||||
| Salaries, bonuses and benefits | ||||||||||||||||
| Office expenses | ||||||||||||||||
| Travel | ||||||||||||||||
| Investor relations | ||||||||||||||||
| Transfer agent and regulatory | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Nuton LLC deposit applied | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 15 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| 6. | NON-CONTROLLING INTEREST (“NCI”) |
There were no transactions involving NCI during the nine months ended September 30, 2026, as FCC, the entity giving rise to the NCI balance, was deconsolidated effective December 31, 2025.
During
the nine months ended September 30, 2025, FCC issued a total of common shares at $ per common share for gross proceeds
of $
The performance options granted are subject to certain vesting milestones:
| a. | upon engagement by FCC of a government relations and advisory firm (met): | |
| b. | upon completion of the Blue Copper Phase 1 drill program (met); | |
| c. | upon the early execution of the entirety of the warrants existing as of March 31, 2025 (met); | |
| d. | upon the completion of a specified future equity financing (not met); and | |
| e. | upon completion of Cabin and Muncy phase 1 drill programs (not met). |
The stock options and performance options were valued at $ using the Black-Scholes model with the following estimates:
| January 5, 2025 | April 14, 2025 | May 28, 2025 | July 15, 2025 | |||||||||||||
| Risk-free interest rate | % | % | % | % | ||||||||||||
| Expected life (years) | ||||||||||||||||
| Annualized volatility | % | % | % | % | ||||||||||||
| Forfeiture rate | % | % | % | % | ||||||||||||
| Dividend yield | % | % | % | % | ||||||||||||
| 7. | CONVERTIBLE DEBENTURES |
On
November 6, 2025, the Company completed a non-brokered private placement of convertible debentures (the “Debentures”)
with a principal amount of $
In accordance with ASC 815 Derivatives and Hedging, the Debentures were bifurcated into a liability component, representing the obligation to pay principal and interest, and an equity component, representing the conversion feature. The liability component is recorded at amortized cost using the effective interest method, and the equity component is recorded in shareholders’ equity at the date of issuance.
| 16 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
Accordingly,
the proceeds were allocated between the liability and equity components, with $
On
February 3, 2025, March 11, 2025, May 19, 2025, and May 31, 2025, FCC entered into convertible loan agreements for $
Under ASC 815, the conversion feature does not require bifurcation. Therefore, both the debt and the conversion option were accounted for as a single liability carried at book value plus accrued interest.
On
July 24, 2025 and August 20, 2025, FCC issued convertible debentures totaling $
In connection with the issuance of the debentures, each debenture holder received bonus preferred shares of FCC equal to 20% of the debenture proceeds. The bonus preferred shares are non-redeemable and are convertible into shares of FCC for a period of 24 months from the date of issuance.
Based on the terms of the July 24 and August 20 debentures, the convertible debentures were determined to be a financial instrument comprising a host debt component, with a conversion feature with a variable conversion price classified as a derivative liability, and preferred shares classified as equity.
Finder’s fees allocated to the host debt was accounted for as a direct reduction to the carrying amount of debt and amortized to accretion expense over the term of the debt, while finder’s fees allocated to preferred shares were accounted for as a direct reduction to equity. The finder’s fees allocated to the derivative liability were expensed immediately in financing costs in the statement of operations and comprehensive loss.
The following table summarizes the continuity of the convertible debentures for the nine months ended September 30, 2026 and year ended December 31, 2025:
| Balance as at December 31, 2024 | $ | |||
| Issued | ||||
| Accretion | ||||
| Interest | ||||
| Converted | ( | ) | ||
| Repayment | ( | ) | ||
| Deconsolidation of FCC (see note 3) | ( | ) | ||
| Balance as at December 31, 2025 | $ | |||
| Accretion | ||||
| Interest | ||||
| Balance as at September 30, 2026 | $ |
| 17 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| 8. | DERIVATIVE LIABILITIES |
During the year ended December 31, 2024, the Company issued certain share purchase warrants that can be exercised in USD or CAD. The warrants were classified as derivative liabilities, carried at fair value and revalued at each reporting date.
On
March 31, 2026, the Company modified the exercise price of the warrants such that they are only exercisable in USD, the functional currency
of the Company. As such, the warrants no longer meet the definition of a derivative liability, and the fair value of the warrants of
$
Before
such reclassification,
The following table summarizes the continuity of the derivative liabilities for the nine months ended September 30, 2026 and year ended December 31, 2025:
| Balance December 31, 2024 | $ | |||
| Issuance of convertible debentures with variable conversion price | ||||
| Deconsolidation of Falcon Copper | ( | ) | ||
| Fair value change on derivative liabilities | ||||
| Balance December 31, 2025 | $ | |||
| Exercise of warrants | ( | ) | ||
| Fair value change on derivative liabilities | ||||
| Modification of warrants | ( | ) | ||
| Balance September 30, 2026 | $ |
| 9. | SHARE CAPITAL |
As disclosed in Note 2, the Share Consolidation has been applied retrospectively herein.
The Company is authorized to issue an unlimited number of common shares without par value.
Share transactions for the nine months ended September 30, 2026
During
the nine months ended September 30, 2026, the Company issued common shares in consideration for services received, with an aggregate
deemed value of $
During
the nine months ended September 30, 2026, the Company issued common shares pursuant to the exercise of warrants and stock options
for total proceeds of $
| 18 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
Share transactions for the nine months ended September 30, 2025
During
the nine months ended September 30, 2025, the Company issued common shares in connection with stock options exercised for total
proceeds of $
| 10. | ADDITIONAL PAID-IN CAPITAL |
| a) | Stock options |
The Company is authorized to grant stock options to directors, employees, and consultants pursuant to its stock option plan for up to % of the Company’s issued and outstanding common shares. Stock options are granted at the discretion of the Board of Directors and may vest immediately or upon the achievement of specified performance milestones.
The exercise price of each option cannot be lower than the closing market share price of the Company’s common shares on the trading day preceding the grant. Most options are granted for a term of and vest immediately, except for those subject to performance milestones.
On August 12, 2026, the Company granted the following stock options:
| ● | options with an exercise price of $, expiring on and vest upon grant; and |
| ● | performance options with an exercise price of $, expiring on , and vest as follows: |
| ○ |
| August 12, 2026 | ||||
| Risk-free interest rate | % | |||
| Expected life (years) | ||||
| Annualized volatility | % | |||
| Forfeiture rate | % | |||
| Dividend yield | % | |||
| 19 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
Additionally, the Company also granted the following performance options:
| ● | performance options with an exercise price of $, expiring on , and vest as follows: |
| ○ | ; |
The above performance options were valued using a Monte Carlo simulation model with the following inputs:
| August 12, 2026 | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % | |||
| Market Cap | $ | |||
| Exercise Price | $ | |||
| Simulation Paths | ||||
During the nine months ended September 30, 2025, the Company granted the following stock options:
| ● | performance options with an exercise price of $, expiring on , and vest as follows: |
| ○ | ; |
| ○ | ; |
The performance options were valued using a Monte Carlo simulation model with the following inputs:
| April 4, 2025 | ||||
| Risk-free interest rate | % | |||
| Expected volatility | % | |||
| Dividend yield | % | |||
| Market Cap | $ | |||
| Exercise Price | $ | |||
| Simulation Paths | ||||
| 20 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| ● | options to directors of the Company with an exercise price of $, expiring on , and vesting immediately. | |
| ● | options to certain officers, employees, and consultants with an exercise price of $, expiring on . And vesting immediately |
| September 30, 2026 | December 31, 2025 | |||||||||||||||
| Number
of options | Weighted average exercise price (CAD) | Number
of options | Weighted average exercise price (CAD) | |||||||||||||
| Outstanding, beginning of period | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Expired | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outstanding, ending of period | ||||||||||||||||
| Exercisable, ending of period | ||||||||||||||||
As of September 30, 2026, all stock options were fully vested except for granted on April 4, 2025 and granted on August 12, 2026.
As of September 30, 2026, the number of stock options outstanding and exercisable were:
| Expiry date | Exercise price (CAD) | Number of options outstanding | Remaining contractual life in years | Number of options exercisable | ||||||||||||
| October 21, 2026* | ||||||||||||||||
| May 25, 2027 | ||||||||||||||||
| March 2, 2028 | ||||||||||||||||
| July 21, 2028 | ||||||||||||||||
| March 1, 2029 | ||||||||||||||||
| July 26, 2029 | ||||||||||||||||
| December 10, 2029 | ||||||||||||||||
| April 4, 2030 | USD | |||||||||||||||
| September 5, 2030 | ||||||||||||||||
| September 8, 2030 | ||||||||||||||||
| August 12, 2031 | USD | |||||||||||||||
| Balance, September 30, 2026 | ||||||||||||||||
| * |
| 21 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
As of December 31, 2025, the number of stock options outstanding and exercisable were:
| Expiry date | Exercise price (CAD) | Number of options outstanding | Remaining contractual life in years | Number of options exercisable | ||||||||||||
| June 18, 2026 | ||||||||||||||||
| October 21, 2026 | ||||||||||||||||
| May 25, 2027 | ||||||||||||||||
| March 2, 2028 | ||||||||||||||||
| July 21, 2028 | ||||||||||||||||
| March 1, 2029 | ||||||||||||||||
| July 26, 2029 | ||||||||||||||||
| December 10, 2029 | ||||||||||||||||
| April 4, 2030 | USD | |||||||||||||||
| September 5, 2030 | ||||||||||||||||
| September 8, 2030 | ||||||||||||||||
| Balance, December 31, 2025 | ||||||||||||||||
During the nine months ended September 30, 2026, the Company recognized shared-based compensation expense of $ (2025 - $) related to the vesting of options. Share-based compensation expense is recorded over the vesting period of the respective awards.
| b) | Share purchase warrants |
The following table summarizes the continuity of the number of warrants issued and outstanding:
| September 30, 2026 | December 31, 2025 | |||||||||||||||
| Number
of warrants | Weighted
average exercise price | Number
of warrants | Weighted average exercise price | |||||||||||||
| Outstanding, beginning of period | $ | $ | ||||||||||||||
| Warrants issued | ||||||||||||||||
| Warrants exercised | ( | ) | ( | ) | ||||||||||||
| Warrants expired | ( | ) | ( | ) | ||||||||||||
| Outstanding, end of period | $ | $ | ||||||||||||||
| Grant Date | Exercise
Price ($) | Expiry Date | September 30, 2026 | December 31, 2025 | ||||||||||
| March 8, 2024 | ||||||||||||||
| September 19, 2024 | ||||||||||||||
| November 8, 2024 | ||||||||||||||
| November 6, 2025 | ||||||||||||||
| 22 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| 11. | RELATED PARTY TRANSACTIONS |
The Company’s key management personnel consist of its directors and executive officers. Compensation for key management personnel was as below:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and bonuses | $ | $ | $ | $ | ||||||||||||
| Director fees | $ | $ | $ | $ | ||||||||||||
| Share-based compensation | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Certain officers are entitled to payment upon a change of control in accordance with their employment agreements. Share-based compensation represents the fair value of stock options granted to directors and officers during the year.
| 12. | SEGMENTED INFORMATION |
The Company operates as a single operating segment focused on exploration and development in the United States. Although general and administrative expenses are incurred across multiple legal entities, the chief operating decision maker (“CODM”), the Company’s board of directors, evaluates performance and allocates resources on a consolidated basis. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies. The measure of segment assets is reported on the consolidated balance sheet as total assets.
| 13. | COMMITMENTS |
To acquire certain mineral property interests as per Note 4, the Company must make optional acquisition expenditures to satisfy the terms of existing option agreements, failing which the rights to such mineral properties will revert to the property vendors.
| 14. | FINANCIAL INSTRUMENT RISKS |
The board of directors has overall responsibility for establishing and oversight of the Company’s risk management framework. The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. Financial instruments consist of cash and cash equivalents, investment other, accounts payable, accrued liabilities, lease liabilities, Nuton LLC earn-in liability, convertible debentures, derivative liabilities.
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of the fair value hierarchy are:
| ● | Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities. | |
| ● | Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and | |
| ● | Level 3 – Inputs that are not based on observable market data. |
| 23 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
The Company’s activities expose it to financial risks of varying degrees of significance, which could affect its ability to achieve its strategic objectives for growth and stockholder returns. The principal financial risks to which the Company is exposed are liquidity risk, currency risk, interest rate risk, credit risk and commodity price risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework and reviews the Company’s policies on an ongoing basis.
The carrying values of cash, accounts payable, accrued liabilities, convertible debentures, and Nuton LLC earn in liability approximate their fair values because of their immediate or short term to maturity and are recorded at amortized cost.
The Company’s investment other is categorized as Level 3 in the fair value hierarchy.
| a) | Liquidity risk |
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from equity offerings or debt financing to meet its operating requirements, after considering existing cash and expected exercise of stock options and share purchase warrants. See Note 1 for further discussion.
| b) | Currency risk |
Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates in the United States and Canada; and is exposed to currency risk from transactions denominated in CAD. Currently, the Company does not have any foreign exchange hedge programs and manages its operational CAD requirements through spot purchases in the foreign exchange markets. Based on CAD financial assets and liabilities’ magnitude, the Company does not have material sensitivity to CAD to USD exchange rates.
| c) | Interest rate risk |
Interest rate risk is the risk that the fair value or future cash flow of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to the interest rate risk on its liabilities through its outstanding borrowings and the interest earned on cash balances. The Company monitors its exposure to interest rates and maintains an investment policy that focuses primarily on the preservation of capital and liquidity.
| 24 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Notes to the Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2026 and 2025
(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)
| d) | Credit risk |
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk through its cash and cash equivalents. Cash and cash equivalents are held in large Canadian and US financial institutions that have high credit ratings assigned by international credit rating agencies.
| 15. | SUBSEQUENT EVENTS |
| a) | The Company restructured its convertible debentures, resulting in all accrued interest being payable as at November 6, 2026, and the maturity date of the restructured Debentures being extended to May 6, 2027. Interest on the restructured Debentures will remain payable in cash or common shares of the Company, as determined by the Company, as at the extended maturity date. |
As
consideration for the agreement of the Debenture holders to the restructuring, the Company will issue an aggregate of
| b) | On October 21, 2026, common shares were issued pursuant to the exercise of stock options at CAD$. |
| c) | On October 30, 2026, common shares were issued pursuant to a service agreement with Odeon Capital. |
| d) | On
November 2, 2026, the Company paid US$ |
| e) | On November 9, 2026, the Company granted stock options to two employees under its stock option plan, exercisable at $ per share for ; options vested immediately and the remaining vest on the achievement of permitting milestones for the Yerington Copper Project. |
| 25 | P a g e |
Lion Copper Corp. (formerly Lion Copper and Gold Corp.)
Management’s Discussion and Analysis
For the three and nine months ended September 30, 2026
Dated: November 9, 2026
(In thousands of U.S. dollars except for shares and per share amounts)
This Management’s Discussion and Analysis (“MD&A”) of Lion Copper Corp. and its subsidiaries (collectively, “Lion Copper” or the “Company”), dated November 9, 2026, should be read in conjunction with the condensed interim consolidated financial statements for the three and nine months ended September 30, 2026 and the audited consolidated financial statements for the year ended December 31, 2025, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Additional information about the Company, including the Company’s press releases, quarterly and annual reports is available through the Company’s filings with the regulatory authorities in Canada at www.sedarplus.com or the United States Securities Exchange Commission (“SEC”) at www.sec.gov/edgar. Information about mineral resources, as well as risks associated with investing in the Company’s securities is also contained in the Company’s most recently filed Form 10-K.
John Banning, Chief Executive officer, of the Company, is a Qualified Person (“QP”) under National Instrument 43-101 - Standards of Disclosure for Mineral Projects (“NI 43-101”), and has approved the scientific and technical information in this MD&A.
about Lion Copper
Lion Copper was incorporated in British Columbia, Canada, on May 11, 1993, and its common shares are listed on NASDAQ and the Canadian Securities Exchange (“CSE”) under the symbol “LCU”
On June 29, 2026, the Company announced that it had submitted an initial application to list its common shares on the Nasdaq Capital Market. The Nasdaq Listing (the “Listing”) is intended to support the Company’s long-term capital market strategy by increasing its visibility among U.S. investors and enhancing trading liquidity. Approval of the Listing was announced on October 12, 2026 and the Company started trading on Nasdaq on October 19, 2026. The Company changed its name from Lion Copper and Gold Corp. to Lion Copper Corp. effective September 11, 2026. On September 14, 2026, the Company announced the name change and completed the consolidation of its issued and outstanding common shares on the basis of twenty-seven (27) pre-consolidation common shares for one (1) post-consolidation common share.
The Company’s Articles were amended on August 12, 2026 to provide that the quorum for a meeting of shareholders is two or more persons who are, or represent by proxy, shareholders holding in aggregate at least 33⅓% of the issued shares entitled to vote, subject to the special rights and restrictions attached to any class or series of shares. The Articles were further amended on September 11, 2026 to reflect the name change.
NuTON EARn-In AGREEMENT
In March 2022, Lion Copper entered into an Option to Earn-In Agreement with Rio Tinto America Inc., acting through its wholly-owned subsidiary Nuton LLC (Nuton), covering the Company’s Mason Valley copper assets in Nevada, including the historic Yerington Mine, the MacArthur Project, the Wassuk property, the Bear deposit, and associated water rights. The agreement contemplated staged funding to advance technical studies while giving Nuton the opportunity to earn a minimum 65% interest in the project.
Following the successful completion of the initial work stages and Nuton’s election to proceed to the next phase in November 2025, the parties entered into a new Stage 3 Earn-In Agreement dated December 19, 2025. This replaced the 2022 option arrangement and marked Nuton’s exercise of its right to earn into the project.
Under the agreement, Nuton committed to fund up to US$31 million to advance the Yerington Copper Project through a Definitive Feasibility Study, permitting engineering, environmental, and other technical work. In return, Nuton has the opportunity to earn an initial interest of at least 65% in the project upon satisfying the earn-in conditions. Lion Copper continues to manage and operate the project during the earn-in period while Nuton provides funding and technical support.
Nuton funding continues to support advancement of the project while reducing the need for significant direct funding by the Company.
The Company expects to continue advancing feasibility study (“FS”) and permitting activities throughout 2026. As of the date of this MD&A, the Company remains on track to complete the FS during the first half of 2027 and intends to provide updates as material developments occur.
Upon the earlier of completion of the FS or payment by Nuton of the Total Funding Amount under the agreement, Nuton and Singatse Peak Services LLC (“SPS”), the Company’s subsidiary and the operator under the agreement, have 90 days to determine whether to form a limited liability company to hold the applicable project assets. If both parties elect to form that company, Nuton will hold an initial interest of at least 65%, subject to the agreement. If Nuton elects to form the company but SPS does not, Nuton may require its formation and purchase SPS’s interest at fair market value using the agreed valuation formula. If Nuton elects not to form the company, SPS retains the project assets and grants Nuton a 1.5% net smelter returns royalty on the mining claims included in those assets. During the quarter, Nuton and the Company agreed to extend the deadline for agreeing the project valuation formula under Section 2.3(b)(i) from September 30, 2026 to December 11, 2026. The amendment otherwise leaves the agreement in effect.
| Page 2 of 7 |
Mineral Properties
Yerington Copper Project
The Yerington Project is located within the historic Yerington Copper District in Nevada, one of the largest known porphyry copper districts in the United States. Copper production in the district began in the early 1900s, with large-scale mining conducted by Anaconda Copper Company from 1952 to 1979. During this period, the MacArthur and Bear deposits were also discovered through regional exploration. The Project has since undergone extensive exploration, technical studies, and engineering work.
The Yerington Copper Project includes the Yerington deposit, Vat Leach Tailings (“VLT”) stockpile, and the MacArthur deposit.
During the nine months ended September 30, 2026, the Company commenced execution of Stage 3 as defined in the earn-in Agreement, focused on advancing the DFS and supporting permitting efforts.
The Company has appointed Samuel Engineering, Inc. (“Samuel”) as lead consultant for the Definitive Feasibility Study (“DFS”) of its flagship Yerington Copper Project in Nevada, USA and NEXUS Environmental Consultants Inc. (“NEXUS”) as lead consultant for permitting. In the first quarter of 2026 Lion hosted a multi-day DFS and permitting workshop at the Yerington project site, bringing together all core members of the study team. During the reporting period, advancement of the DFS remained a key strategic priority. Engineering, environmental, permitting and technical studies continued to advance and de-risk the project. As engineering advances, many major project infrastructure components have now entered the third-party bidding process. The Company expects the results of the bidding process to further inform and refine the capital cost estimates being developed as part of the Definitive Feasibility Study. In addition, the Company held initial coordination meetings with the Bureau of Land Management (BLM), the lead federal agency, to discuss the potential inclusion of the Yerington Copper Project as a FAST-41 Transparency Project, and with the Nevada Division of Environmental Protection (NDEP) to coordinate permitting at the state level. The Company continues to engage actively with both agencies as the project advances through the applicable permitting process. There can be no assurance that the project will be designated as a FAST-41 Transparency Project or posted to the Federal Permitting Dashboard.
Multiple drilling campaigns were undertaken to de-risk and optimize project design. Infill drilling commenced in February 2026 to upgrade the mineral resource of the VLT and was completed in May 2026, totaling 2,575 ft in 23 drill holes. Additionally, piezometer and geotechnical drilling was completed within the Yerington pit area. This drilling started in March 2026 and was completed in June 2026, totaling 13,026 ft in 14 drill holes. Geotechnical drilling was also undertaken within the MacArthur pit area, totaling 2,052 ft in four drill holes. These drilling programs are designed to advance the understanding of groundwater conditions, optimize pit slope design and stability analysis, and advance environmental and permitting workstreams.
Nuton continues to advance sulfide metallurgical study programs.
The Company expanded its land position through the acquisition of additional properties. The acquisition is consistent with the Company’s strategy of consolidating prospective ground within the project area.
| Page 3 of 7 |
Bear Deposit
The Bear Deposit is contiguous with the Company’s Yerington Copper Project in Lyon County, Nevada. On August 4, 2026, the Company announced its maiden Mineral Resource Estimate for the Bear Deposit, comprising Indicated Mineral Resources of 1,064 million tonnes grading 0.29% Cu, containing 6.71 billion pounds of copper, and Inferred Mineral Resources of 1,770 million tonnes grading 0.22% Cu, containing 8.77 billion pounds of copper. The supporting technical report, titled “NI 43-101 Technical Report of the Bear Deposit” with a published date of September 14,2026, was prepared in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and filed under the Company’s profile on SEDAR+ on September 14, 2026. Readers are referred to the technical report for further details, including the key assumptions, parameters and methods used to estimate the Mineral Resources.
During the nine months ended September 30, 2026, consistent with its strategy of consolidating strategic property interests, the Company completed the acquisition of approximately 183 acres of land.
Qualified Person
The geological information contained in the Bear Deposit section of this MD&A has been reviewed and approved by Todd Bonsall, MMSA QP, an employee of Lion and a Qualified Person as defined in NI 43-101.
Results of operations
For the nine months ended September 30, 2026, the Company reported net loss of $10,197, primarily driven by non-cash $9,069 loss in investment of Falcon Copper Corp. (“FCC”), 2,542 dilution gain on investments, and $2,677 fair value loss on derivative liabilities.
Following the deconsolidation of FCC effective December 31, 2025, FCC’s operating expenses are no longer included in the Company’s consolidated financial statements. As a result, the current financial results are not directly comparable to those of the same period last year. Accordingly, the decrease in the current period operating expenses primarily reflects the accounting impact of the deconsolidation and related changes in presentation, rather than a reduction in the underlying operating costs of the Company.
Operating expenses includes personnel, professional fees and share-based compensation, as well as exploration and evaluation expenditures related to the Yerington Copper Project.
As an exploration and development company with no operating revenues, the Company’s financial results continue to be influenced by non-cash items, such as share-based compensation as well as financing and investing activities.
| (in thousands of U.S. dollars except for share and per share amounts) | Three months ended September 30, | Nine months ended September 30, | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Expenses | ||||||||||||||||
| Exploration and evaluation | $ | 2,587 | $ | 1,033 | $ | 7,665 | $ | 3,183 | ||||||||
| General and administration | 822 | 2,879 | 2,499 | 5,672 | ||||||||||||
| Share-based compensation | 488 | 3,583 | 576 | 4,840 | ||||||||||||
| Nuton LLC earn in liability | (3,471 | ) | (1,474 | ) | (10,233 | ) | (5,627 | ) | ||||||||
| Other expenses (income) | (707 | ) | 298 | 9,690 | 2,251 | |||||||||||
| Net income (loss) and comprehensive income (loss) | 281 | (6,319 | ) | (10,197 | ) | (10,319 | ) | |||||||||
| Income (Loss) and comprehensive income (loss) attributable to: | ||||||||||||||||
| Lion Copper Corp. | 281 | (3,600 | ) | (10,197 | ) | (6,490 | ) | |||||||||
| Non-controlling interest | - | (2,719 | ) | - | (3,829 | ) | ||||||||||
| Earnings (loss) per share, basic | $ | 0.02 | $ | (0.24 | ) | $ | (0.65 | ) | $ | (0.43 | ) | |||||
| Earnings (loss) per share, diluted | $ | 0.01 | $ | (0.24 | ) | $ | (0.65 | ) | $ | (0.43 | ) | |||||
| Weighted average number of common shares outstanding - basic | 15,973,369 | 15,276,888 | 15,778,991 | 15,242,420 | ||||||||||||
| Weighted average number of common shares outstanding - diluted | 21,058,526 | 15,276,888 | 15,778,991 | 15,242,420 | ||||||||||||
| Page 4 of 7 |
Summary of quarterly results
| (in thousands except for per share amounts) | Q3’26 | Q2’26 | Q1’26 | Q4’25 | Q3’25 | Q2’25 | Q1’25 | Q4’24 | ||||||||||||||||||||||||
| Exploration expenditures | $ | (2,587 | ) | $ | (4,144 | ) | $ | (934 | ) | $ | (849 | ) | $ | (1,033 | ) | $ | (987 | ) | $ | (1,163 | ) | $ | (1,603 | ) | ||||||||
| General administration | (822 | ) | (798 | ) | (879 | ) | (4,374 | ) | (2,887 | ) | (1,399 | ) | (1,406 | ) | (1,122 | ) | ||||||||||||||||
| (3,409 | ) | (4,942 | ) | (1,813 | ) | (5,223 | ) | (3,920 | ) | (2,386 | ) | (2,569 | ) | (2,725 | ) | |||||||||||||||||
| Fair value (loss) gain on derivative liabilities | - | - | (2,677 | ) | (1,851 | ) | 261 | (1,008 | ) | (774 | ) | 39 | ||||||||||||||||||||
| Foreign exchange gain (loss) | (3 | ) | 116 | 3 | (2 | ) | (21 | ) | 19 | (30 | ) | (28 | ) | |||||||||||||||||||
| Interest and other | (1,832 | ) | (4,175 | ) | (3,664 | ) | (1,254 | ) | (530 | ) | (76 | ) | (72 | ) | 387 | |||||||||||||||||
| Gain on deconsolidation | - | - | - | 26,381 | - | - | - | - | ||||||||||||||||||||||||
| Dilution gain on investments | 2,542 | - | - | - | - | - | - | - | ||||||||||||||||||||||||
| Share-based compensation | (488 | ) | (81 | ) | (7 | ) | (3,932 | ) | (3,583 | ) | (171 | ) | (1,086 | ) | (734 | ) | ||||||||||||||||
| (3,190 | ) | (9,082 | ) | (8,158 | ) | 14,119 | (7,793 | ) | (3,622 | ) | (4,531 | ) | (3,061 | ) | ||||||||||||||||||
| Nuton LLC funded | 3,471 | 4,997 | 1,765 | 583 | 1,474 | 1,940 | 2,213 | 2,310 | ||||||||||||||||||||||||
| Net loss for period | 281 | (4,085 | ) | (6,393 | ) | 14,702 | (6,319 | ) | (1,682 | ) | (2,318 | ) | (751 | ) | ||||||||||||||||||
| Loss per share | $ | (0.14 | ) | $ | (0.01 | ) | $ | (0.02 | ) | $ | 0.05 | $ | (0.01 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | |||||||||
Liquidity and Capital Resources
The Company has not earned any revenue. Its operations have been dependent mainly on the Nuton LLC funding in the last few years without diluting shareholders’ value.
In January 2026, the Company received $30,500 from Nuton in connection with Stage 3 funding, with aggregate total of $58,500 as of this MD&A date under the Nuton agreement.
Nuton funding is intended to support costs associated with the Yerington Copper Project, including technical studies, engineering, permitting and certain allocable project overhead expenses. While a portion of general and administrative costs is covered by this funding, the Company remains responsible for the balance of its corporate general and administrative expenses.
In January 2026, the Company also received $557 cash dividend from Falcon Butte Minerals Corp. in connection with giving up the Company’s economic interest in Falcon Butte Minerals in December 2025.
Cash on hand is approximately $19,100 as of November 9, 2026.
The following table summarizes the Company’s cash flow for the nine months ended September 30, 2026, and 2025:
| 2026 | 2025 | |||||||
| Cash provided (used) by operating activities | $ | 17,623 | $ | (9,041 | ) | |||
| Cash used in investing activities | (39 | ) | (225 | ) | ||||
| Cash provided by financing activities | 1,213 | 8,314 | ||||||
| Increase (decrease) in cash and cash equivalents | 18,797 | (952 | ) | |||||
| Cash and cash equivalents, beginning of period | 2,364 | 7,999 | ||||||
| Cash and cash equivalents, end of period | $ | 21,161 | $ | 7,047 | ||||
Year to date the Company has received aggregate proceeds of $1,213 from the exercise of stock options and warrants.
| Page 5 of 7 |
Management believes that cash, including the Stage 3 funding for project expenditure, is sufficient to support planned FS activities. Subsequent to period end, the Company extended the maturity date of its outstanding debentures from November 2026 to May 6, 2027, and paid all accrued interest to the debenture holders on November 2, 2026. The Company may require additional financing to repay the debentures at the extended maturity date and to advance corporate initiatives.
| (in thousands) | September 30, 2026 | December 31, 2025 | ||||||
| Financial Position | ||||||||
| Cash | $ | 21,161 | $ | 2,364 | ||||
| Investments | 11,879 | 18,548 | ||||||
| Mineral properties | 7,986 | 7,986 | ||||||
| Other assets | 129 | 570 | ||||||
| Total assets | $ | 41,155 | $ | 29,468 | ||||
| Total Liabilities | $ | 19,836 | $ | 6,082 | ||||
| Total equity | $ | 21,319 | $ | 23,386 | ||||
| Working capital (deficiency) | $ | 1,410 | $ | (3,157 | ) | |||
transactions with Related Parties
The Company’s related parties include its directors and officers whose remuneration was as follows, subject to change of control provisions for officers:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Salaries and bonuses | $ | 151 | $ | 191 | $ | 441 | $ | 596 | ||||||||
| Director fees | - | - | 45 | - | ||||||||||||
| Share-based compensation | 236 | 2,722 | 324 | 3,441 | ||||||||||||
| $ | 387 | $ | 2,913 | $ | 810 | $ | 4,037 | |||||||||
These transactions have occurred in the normal course of the business and are measured at the equivalent amount of the services rendered.
Outstanding Share Information
As of the date of this MD&A, the Company has:
| ● | 15,990,627 common shares; | |
| ● | 2,863,520 stock options, exercisable at prices ranging from CAD 1.890 to $4.32, with expiration dates between October 21, 2026 and November 9, 2031; and | |
| ● | 296,296 performance options, exercisable at prices ranging from $2.16 to $4.32, with expiration dates between April 5, 2030 and November 9, 2031; and | |
| ● | 4,595,835 warrants exercisable ranging from $1.512 - $4.170 expiring from March 8, 2029 through November 6, 2031. |
| Page 6 of 7 |
Off - Balance Sheet Arrangements
The Company does not have any off-balance sheet arrangements as of this MD&A date.
Proposed Transactions
The Company is exploring potential strategic initiatives to support growth and operations. These initiatives are at an early stage, and no decisions have been made.
Forward-Looking Statements
This MD&A contains forward-looking statements within the meaning of applicable United States and Canadian securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by words such as “believe”, “anticipate”, “expect”, “estimate”, “may”, “plan”, “potential”, “will”, “should” or similar expressions.
These forward-looking statements include, but are not limited to, statements regarding the economic projections, development potential, and anticipated outcomes described in our 2025 pre-feasibility study for the Yerington Copper Project, as well as statements regarding our future operations, objectives, expectations, and financial performance. These statements reflect management’s current expectations, estimates, assumptions, and beliefs as of the date of this MD&A regarding future events and results.
Forward-looking statements are subject to several known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, among others, uncertainties related to mineral resource and mineral reserve estimates; assumptions underlying our pre-feasibility study; the availability of financing; reliance on third-party partners; permitting and regulatory approvals; environmental, technical and operational risks; and general economic and market conditions. For a more detailed discussion of these risks, see Item 1A – Risk Factors in our most recent Annual Report on Form 10-K.
Forward-looking statements concerning mineral resources, mineral reserves, and project economics are based on technical reports prepared in accordance with applicable disclosure standards. Such technical information is inherently uncertain and subject to significant assumptions regarding geological interpretation, engineering and metallurgical performance, capital and operating costs, copper prices, and other factors, many of which are beyond our control and difficult to predict accurately.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, future events, or otherwise.
| Page 7 of 7 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a smaller reporting company, the Company is not required to provide the disclosures required by this item.
This is consistent with the smaller reporting company designation on the cover and Item 305(e) of Regulation S-K.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
As of September 30, 2026, the Company’s management, with the participation of its principal executive officer and principal financial officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Control Over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended September 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
As a smaller reporting company, the Company is not required to provide the disclosure required by this item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
[None.]
Item 3. Defaults Upon Senior Securities
[None.]
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Nuton Earn-In Agreement, First Amendment
The information concerning the First Amendment to the Nuton Earn-In Agreement described under “Nuton Earn-In Agreement” in Part I, Item 2 of this Quarterly Report is incorporated herein by reference. The First Amendment is filed as Exhibit 10.2 to this Quarterly Report.
Director and Officer Trading Arrangements
[During
Q3 2026, no director or officer
Item 6. Exhibits
| 3.1 | Articles dated September 11, 2026, Certificate of Change of Name dated September 11, 2026, and certified Notice of Articles dated October 8, 2026. | |
| 10.1 | Earn-In Agreement dated December 19, 2025 among Nuton LLC, Lion Copper & Gold Corp. and Singatse Peak Services, LLC. Incorporate by reference to Exhibit 10.1 to Lion’s Q2 10-Q, filed August 10, 2026. | |
| 10.2 | First Amendment to the Earn-In Agreement, dated September 25, 2026, extending the valuation-methodology deadline to December 11, 2026. | |
| 10.3 | 2026 Stock and Incentive Plan. Incorporate by reference to Exhibit 4.1 to Lion’s S-8, filed October 6, 2026. | |
| 23.1 | Consent of AGP Mining Consultants Inc. for the Bear technical report summary. | |
| 23.2 | Consent of Samuel Engineering, Inc. for the Bear technical report summary. | |
| 31.1 | Section 302 certification of John Banning, Principal Executive Officer. | |
| 31.2 | Section 302 certification of Maria Milagros Paredes, Principal Financial Officer. | |
| 32.1 | Section 906 certification of John Banning, Principal Executive Officer. | |
| 32.2 | Section 906 certification of Maria Milagros Paredes, Principal Financial Officer. | |
| 96.1 | Bear Project Technical Report Summary prepared by AGP Mining Consultants Inc. and Samuel Engineering, Inc. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema. | |
| 101.CAL | Calculation Linkbase. | |
| 101.DEF | Definition Linkbase. | |
| 101.LAB | Label Linkbase. | |
| 101.PRE | Presentation Linkbase. | |
| 104 | Cover Page Interactive Data File. |
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 thereunto duly authorized.
Date: November 10, 2026
| LION COPPER CORP. | ||
| (Registrant) | ||
| By: | /s/ John Banning | |
| John Banning | ||
| Principal Executive Officer | ||
| By: | /s/ Maria Milagros Paredes | |
| Maria Milagros Paredes | ||
| Principal Financial Officer | ||