Lion Copper and Gold Corp.: Form 10-Q - Filed by newsfilecorp.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

000-55139

(Commission File Number)

LION COPPER AND GOLD CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada		98-1664106
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification No.)

143 S Nevada St., Yerington, NV 89447

(Address of principal executive offices) (Zip Code)

775-463-9600

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

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.
Yes [X] No [ ]

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).
Yes [X] No [ ]

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 [ ] Non-accelerated filer [ ] Smaller reporting company [ X ] Emerging growth company [ X ]

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 [ X ]

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
As of May 15, 2025, the registrant's outstanding common stock consisted of 411,011,264 shares.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Lion Copper and Gold Corp.

Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Expressed in thousands of U.S. Dollars except for shares and per share amounts)

(Unaudited)

Lion Copper and Gold Corp.
Condensed Interim Consolidated Balance Sheets
As at March 31, 2025, and December 31, 2024
(Unaudited - In thousands of U.S. Dollars)

	Note		March 31, 2025			Audited December 31, 2024

ASSETS
Current assets
Cash and cash equivalents		$	6,333		$	7,999
Other receivables			17			31
Prepaid and deposit			79			57
			6,429			8,087

Mineral properties	4,12		7,902			7,902
Reclamation bonds			9			9
Investment in associate	5		901			1,102
Right of use asset			30			40
Total assets		$	15,271		$	17,140

LIABILITIES
Current liabilities
Accounts payable and accrued liabilities		$	702		$	510
Nuton LLC deposit	4		4,351			6,645
Derivative liabilities	7		1,063			289
Convertible debentures	7,8,11		476			257
Lease liabilities			30			40
Total liabilities			6,622			7,741

Stockholders' equity
Share capital, no par value, unlimited common shares authorized; 411,011,264 issued and outstanding (2024 - 411,011,264 )	9		110,459			110,459
Additional paid-in capital	10		25,925			25,877
Deficit			(132,152	)		(130,597	)
Non-controlling interest	6		4,417			3,660
Total stockholders' equity			8,649			9,399
Total liabilities and stockholders' equity		$	15,271		$	17,140

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

NATURE OF OPERATIONS AND GOING CONCERN (Note 1)

COMMITMENTS (Note 13)

SUBSEQUENT EVENT (Note 15)

Approved on behalf of the Board of Directors on May 15, 2025:

/s/ "Thomas Patton"		/s/ "Tony Alford"
Director		Director

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Lion Copper and Gold Corp.
Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
For the three months ended March 31, 2025 and 2024
(Unaudited - In thousands of U.S. Dollars, except for shares and per share amounts)

			For the three months ended March 31,
	Note		2025			2024

Operating expenses
Exploration & evaluation	4	$	1,163		$	2,660
General and administrative			108			217
Investor relations and corporate development			19			12
Professional fees	4(a)		704			482
Salaries and benefits	4(a),11		495			389
Share-based payments	10,11		1,086			660
Transfer agent and regulatory			37			38
Travel			43			23
Nuton LLC Deposit	4		(2,213	)		(3,218	)
Operating loss			(1,442	)		(1,263	)

Non-operating Income/(expenses)
Fair value (loss) gain on derivative liabilities	7		(774	)		680
Foreign exchange loss			(30	)		(1	)
Accretion expense	8		-			(111	)
Share of loss in associate	5		(201	)		(94	)
Interest and other income			129			86
Loss on convertible debentures	8		-			(1,750	)
			(876	)		(1,190	)
Net loss and comprehensive loss for the period		$	(2,318	)	$	(2,453	)
Net loss and comprehensive loss attributed to:
Stockholders of the Company		$	(1,555	)	$	(2,257	)
Non-controlling interest	6	$	(763	)	$	(196	)

Loss per share, basic and diluted		$	(0.004	)	$	(0.007	)

Weighted average number of shares outstanding - basic and diluted			411,011,264			329,761,311

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

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Lion Copper and Gold Corp.
Condensed Interim Consolidated Statements of Changes in Equity
For the three months ended March 31, 2025 and 2024
(Unaudited - In thousands of U.S. Dollars, except for shares)

	Notes	Common shares		Share capital			Additional paid-in capital		Deficit			Non-controlling interest			Total stockholders' equity
Balance at December 31, 2023		309,667,975	$	105,396		$	24,168	$	(126,663	)	$	3,117		$	6,018
Private placement		23,809,522		654			-		-			-			654
Private placement - share issuance cost		-		(27	)		-		-			-			(27	)
Conversion of convertible debentures - original	8	3,500,000		234			-		-			-			234
Conversion of convertible debentures - induced	8	45,815,213		2,723			-		-			-			2,723
Share-based payments	10	-		-			660		-			-			660
Issuance of common shares of FCC	6	-		-			-		-			450			450
Net loss for the period		-		-			-		(2,257	)		(196	)		(2,453	)
Balance at March 31, 2024		382,792,710	$	108,980		$	24,828	$	(128,920	)	$	3,371		$	8,259

Balance at December 31, 2024		411,011,264	$	110,459		$	25,877	$	(130,597	)	$	3,660		$	9,399
Share-based payments	6,10	-		-			48		-			1,038			1,086
Issuance of common shares of FCC	6	-		-			-		-			482			482
Net loss for the period		-		-			-		(1,555	)		(763	)		(2,318	)
Balance at March 31, 2025		411,011,264	$	110,459		$	25,925	$	(132,152	)	$	4,417		$	8,649

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

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Lion Copper and Gold Corp.
Condensed Interim Consolidated Statements of Cash Flow
For the three months ended March 31, 2025, and 2024
(Unaudited - In thousands of U.S. Dollars)

		For the three months ended March 31,
		2025			2024

Cash flows (used in) provided by operating activities
Loss for the period	$	(2,318	)	$	(2,453	)
Non-cash transactions:
Interest expense		5			94
Accretion expense		-			111
Fair value loss (gain) on derivative liabilities		774			(680	)
Share of loss of investment in associate		201			94
Share-based payments		1,086			660
Loss on convertible debentures		-			1,750
Amortization of ROU asset		10			-
Changes in operating assets and liabilities:
Other receivables		14			(4	)
Accounts payable and accrued liabilities		192			501
Prepaid and deposit		(22	)		(82	)
Lease liability		(10	)		-
Nuton LLC deposit		(2,294	)		8,161
Net cash (used in) provided by operating activities		(2,362	)		8,152

Cash flows used in investing activities
Capitalized expenditures on mineral properties		-			(155	)
Net cash used in investing activities		-			(155	)

Cash flows provided by financing activities
Proceeds from convertible debentures		220			-
Proceeds for issuance of common shares of FCC		482			450
Proceeds from private placement		-			1,000
Share issuance costs		-			(27	)
Repayment of convertible debentures		(6	)		(831	)
Net cash provided by financing activities		696			592
(Decrease) increase in cash and cash equivalents		(1,666	)		8,589
Cash and cash equivalents, beginning of period		7,999			2,310
Cash and cash equivalents, end of period	$	6,333		$	10,899

Supplemental cash flow information
Shares issued for convertible debentures	$	-		$	2,957

The accompanying notes form an integral part of these condensed interim consolidated financial statements.

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

1. NATURE OF OPERATIONS AND GOING CONCERN

Lion Copper and Gold Corp. (together with its subsidiaries, "Lion CG" or the "Company") is a Canadian-based Company advancing its flagship copper assets at Yerington, Nevada through an option to earn-in agreement with Rio Tinto America Inc., subsequently assigned to Nuton LLC, a Rio Tinto venture. The Company was incorporated in British Columbia, Canada on May 11, 1993. Its registered and records offices are located at 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8. On November 22, 2021, the Company changed its name from Quaterra Resources Inc. with a new trading symbol "LEO". On September 19, 2024, the Company voluntarily delisted its common shares from the TSX Venture Exchange ("TSXV") and were subsequently listed on the Canadian Securities Exchange ("CSE") under the same symbol "LEO" and continues to trade on the OTCQB Market under the symbol "LCGMF".

The Company acquires its mineral properties through option or lease agreements and capitalizes acquisition costs related to the properties. The underlying value of the amounts recorded as mineral properties does not reflect current or future values. The Company's continued existence depends on discovering economically recoverable mineral reserves and obtaining the necessary funding to advance these properties.

These condensed interim consolidated financial statements ("Interim Financial Statements") are prepared on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months from the date of approval of these Interim Financial Statements from the Board of Directors. During the three months ended March 31, 2025, the Company incurred a loss of $2,318 (2024 - $2,453) and an accumulated deficit of $132,152 (December 31, 2024 - $130,597). As of March 31, 2025, the Company had cash and cash equivalents of $6,333 (December 31, 2024 - $7,999), working capital deficit of $193 (December 31, 2024 - surplus of $346).

The Company has no source of revenue and has specific requirements to maintain its mineral property interests and meet its obligations as they come due. Although the Company has raised funds in the past through debt, equity and strategic investors, there is no assurance that such financing will be available. During the three months ended March 31, 2025, the United States and Canadian governments announced new tariffs on imported goods. This caused uncertainty to raise financing for properties outside of Nuton LLC. If adequate financing is not available or cannot be obtained on a timely basis, the Company may be required to delay, reduce the scope of, or eliminate one or more of its exploration programs, or relinquish its rights under the existing option and acquisition agreements. The above factors represent material uncertainties that cast substantial doubt on the Company's ability to continue as a going concern.

If the going concern assumptions were not appropriate for these Interim Financial Statements, adjustments would be necessary to the carrying values of assets, liabilities, the reported expenses, and the consolidated balance sheet classifications used. Such adjustments could be material.

2. BASIS OF PRESENTATION

Statement of compliance

The Interim Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") including the accounts of the Company and its subsidiaries. All intercompany accounts and transactions were eliminated upon consolidation.

These Interim Financial Statements have been prepared on a historical cost and accrual basis except for certain financial instruments measured at fair value and the cash flow, respectively.

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

The Company consolidates an entity when it has power over that entity, is exposed, or has rights, to variable returns from its involvement with that entity and can affect those returns through its control over that entity.

These Interim Financial Statements include the Interim financial statements of Lion CG and its subsidiaries:

On October 4, 2021, Blue Copper LLC was incorporated in Montana, USA and acquired Blue Copper Prospect in Powell County and Lewis & Clark County in Montana.

On April 5, 2022, Quaterra Alaska Inc. ("Quaterra Alaska") sold its two options to acquire the Butte Valley property to Falcon Butte Minerals Corp. ("Falcon Butte"), formerly 1301666 B.C. Ltd., for $500 cash and 16,049,444 shares in Falcon Butte represented 25.54% of shares outstanding (Note 5).

On December 13, 2022, Quaterra Alaska transferred its 100% interest in Blue Copper LLC, a 90% interest in the Groundhog property in Alaska, a 5% net profit interest associated with the Nieves silver property in Mexico, and Butte Valley royalty to Falcon Copper Corp., ("FCC") formerly, Blue Copper Resources Corp. in exchange for 57,513,764 common shares of FCC, represented 79.3% of the FCC's then-issued and outstanding shares (Note 6).

On August 25, 2023, Blue Copper Royalties LLC was incorporated in Wyoming for the purpose of holding certain royalties and on September 6, 2023, FCC transferred the Butte Valley royalty and interest in Nieves to Blue Copper Royalties.

3. SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies applied in the preparation of these Interim Financial Statements are consistent with the accounting policies disclosed in Note 3 of the Company's audited consolidated financial statements for the year ended December 31, 2024.

In preparing these Interim Financial Statements, management has made judgements, estimates and assumptions that affect the applicability of the Company's accounting policies. In preparing these Interim Financial Statements, the significant estimates and critical judgments were the same as those applied to the audited consolidated financial statements as at and for the year ended December 31, 2024.

During the year ended December 31, 2024, and the three months ended March 31, 2025, the Company's ownership in FCC dropped below 50% and management assessed control still exists and thus continues to consolidate FCC. In the absence of majority holdings, the Company will continue to consolidate FCC as the Company has majority representation on the board of directors and management of FCC.

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(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 ("SPS")						Falcon Copper Corp. ("FCC")

	MacArthur	Yerington	Bear		Wassuk	Copper Canyon	Blue Copper	Muncy	Total
	$	$	$		$	$	$	$	$
Balance December 31, 2023	2,489	1,195	1,575		1,405	10	878	95	7,647
Acquisition costs	-	-	231		-	-	150	105	486
Paid by Nuton LLC	-	-	(231	)	-	-	-	-	(231	)
Total additions (disposals) for the year	-	-	-		-	-	150	105	255
Balance December 31, 2024	2,489	1,195	1,575		1,405	10	1,028	200	7,902

Acquisition costs	-	-	81		-	-	-	-	81
Paid by Nuton LLC	-	-	(81	)	-	-	-	-	(81	)
Total additions for the period	-	-	-		-	-	-	-	-
Balance March 31, 2025	2,489	1,195	1,575		1,405	10	1,028	200	7,902

The Company owns a 100% interest in the MacArthur, Yerington and Wassuk properties and has an option to earn a 100% interest in the Bear property in Nevada.

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(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:

Exploration expenditures incurred for the three months ended March 31, 2025

	Singatse Peak Services								Falcon Copper Corp
	MacArthur		Yerington		Bear		Wassuk		Blue Copper	Muncy	Other	Total
	$		$		$		$		$	$	$	$
Property maintenance	-		-		-		1		31	-	22	54
Assay & Labs	-		9		-		-		-	-	-	9
Drilling	-		119		-		-		-	-	-	119
Environmental	1		150		-		-		-	-	-	151
Geological & mapping	-		-		-		-		-	-	-	-
Geophysical surveys	-		-		-		-		-	10	-	10
Technical study	32		763		5		-		-	-	-	800
Field support	-		8		-		-		12	-	-	20
Total expenses incurred	33		1,049		5		1		43	10	22	1,163
Total Expenditures funded by Nuton LLC	(33	)	(1,049	)	(5	)	(1	)	-	-	-	(1,088	)
Total Expenditures funded by Lion CG	-		-		-		-		43	10	22	75

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

Exploration expenditures incurred for the three months ended March 31, 2024

	Singatse Peak Services							Falcon Copper Corp
	MacArthur		Yerington		Bear		Wassuk	Muncy	Groundhog	Blue Copper	Other	Total
	$		$		$		$	$	$	$	$	$
Property maintenance	-		157		-		-	-	-	37	-	194
Assay & Labs	40		53		1		-	-	-	-	-	94
Drilling	350		524		903		-	-	-	-	-	1,777
Environmental	21		201		-		-	-	-	-	-	222
Geological & mapping	-		-		-		-	-	-	-	-	-
Geophysical surveys	-		40		1		-	2	-	-	-	43
Technical study	-		285		-		-	-	-	-	-	285
Field support	-		-		11		-	-	13	19	2	45
Total expenses incurred	411		1,260		916		-	2	13	56	2	2,660
Total Expenditures funded by Nuton LLC	(411	)	(1,260	)	(916	)	-	-	-	-	-	(2,587	)
Total Expenditures funded by Lion CG	-		-		-		-	2	13	56	2	73

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

a) Option Agreement with Nuton LLC

On March 18, 2022, the Company entered into an Option Agreement, as amended, with Nuton LLC whereby Nuton LLC has the exclusive option to earn an initial 65% interest in the assets comprising Yerington, MacArthur, Wassuk, Bear, and associated water rights (the "Mining Assets") by funding a three-stage program of work up to a completion of a feasibility study not to exceed an aggregate amount of $50,000 (the "Option Agreement").

Such initial interest may be further increased upon the terms and conditions set forth in the Option Agreement.

In addition, Nuton LLC will evaluate the potential commercial deployment of its Nuton™ technologies at the Company's project site.

The Option Agreement was effective on April 27, 2022, when TSXV approved it.

On May 16, 2022, the Stage 1 work program was approved, including metallurgical testing, engineering scoping studies, and a 6,500- foot drilling for the MacArthur project. Nuton LLC provided $4,000 in funding for Stage 1, which was completed on December 22, 2022.

On January 5, 2023, a 12-month Stage 2 work program was approved, which included Yerington Site engineering studies and a 17,000-foot drill program to evaluate high priority exploration targets. On January 13, 2023, Nuton LLC provided $5,000 in funding for Stage 2, along with an additional $2,500 in advanced funding from the Stage 3 earn-in amount.

On October 5, 2023, the Option Agreement was amended to modify Stage 2 work program. Under the amendment, Stage 2 was extended and divided into Stage 2 and Stage 2b. Stage 2 covered work completed by the original end date of January 12, 2024, while Stage 2b extended the term to September 12, 2024, allowing for continued testing and evaluation of the Nuton^TM technologies. On January 4, 2024, Nuton LLC approved and advanced $11,500 of the Stage 3 earn-in amount for the Stage 2b work program.

On November 15, 2024, the Option Agreement was amended again to extend the term of Stage 2 until June 30, 2025. Stage 2b was mutually agreed to conclude on September 30, 2024, and a new Stage 2c was established to complete a pre-feasibility study from October 1, 2024, through June 30, 2025.

Nuton LLC advanced an additional $5,000 of the Stage 3 earn-in amount for Stage 2c and agreed to carry over the unspent Stage 2b funding of $3,160 to support the Stage 2c work program.

As of March 31, 2025, Nuton LLC had provided a total of $28,000 under the Option Agreement. Should Nuton LLC elect to proceed with Stage 3, which includes a feasibility study based on the results of the Stage 1 and Stage 2 work programs, Nuton LLC will fully fund the feasibility study, with the cost not exceeding $22,000.

A continuity of the Company's Nuton LLC deposit is as follows:

Balance December 31, 2023	$	1,357

Funds received		16,500
Funds applied to prepaids		(15	)
Funds applied to capitalized acquisition costs		(231	)
Funds applied to exploration expenditures		(7,797	)
Funds applied to general operating expenditures		(3,169	)

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

Balance December 31, 2024	$	6,645

Funds applied to capitalized acquisition costs		(81	)
Funds applied to exploration expenditures		(1,088	)
Funds applied to general operating expenditures		(1,125	)
Balance March 31, 2025	$	4,351

General operating expenditures associated with exploration activities included salaries of $325 (2024 - $234), water rights related legal and other professional fees of $467 (2024 - $197), and general administration expenses of $333 (2024 - $200).

b) MacArthur and Yerington Properties, Nevada

Located in the historic copper district of Yerington, Nevada, the Company's Yerington and MacArthur properties are 100% owned by SPS, a wholly owned subsidiary of Quaterra Alaska.

The MacArthur Project consists of unpatented lode claims and placer claims and covers lands administered by the U.S. Department of Interior - Bureau of Land Management ("BLM").

The MacArthur Project is subject to a 2% net smelter return royalty ("NSR") upon commencing commercial production, which can be reduced to a 1% NSR in consideration of $1,000.

The Yerington Mine Property is centered on the former Anaconda open pit copper mine. This includes fee simple parcels and patented mining claims as well as unpatented lode and placer claims on lands administered by the BLM.

The Yerington Mine Property is subject to a 2% NSR upon commencing commercial production. The total lifetime royalty is capped at $7,500.

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.

c) Bear Deposit, Nevada

The Bear deposit consists of private land located to the northeast of the Yerington Mine Property, plus several hundred acres beneath the Yerington Mine property.

The Company has five option agreements, entered from March 2013 to May 2015, to acquire a 100% interest in private lands covering the Bear deposit. Under the terms of these option agreements, as amended, the Company is required to make $6,318 in cash payments over 16 years ($5,765 paid) to maintain the exclusive right to purchase the land, mineral rights, and certain water rights and to conduct mineral exploration on these properties. Two of the properties are subject to a 2% NSR upon commencing commercial production, which can be reduced to a 1% NSR in consideration of $1,250 total.

The outstanding payments required to keep the option agreements in good standing are as follows: $150 due in 2025, $201 due in 2026, and $101 due in each of 2027 and 2028, for a total of $553.

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Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

These five option agreements include purchase provisions for cash payments ranging from $250 to $22,770, with terms requiring varying written notices (from no notice to 12-month notice).

d) Wassuk, Nevada

The Wassuk property consists of unpatented lode claims on lands administered by the BLM.

The property is subject to a 3% NSR upon commencing commercial production, which can be reduced to a 2% NSR royalty in consideration of $1,500.

e) Copper Canyon, Nevada

On August 21, 2023, the Company entered into a Purchase and Sale Agreement with Convergent Mining, LLC, whereby the Company purchased the title to the Copper Canyon claims from Convergent Mining, LLC upon closing of agreement. As consideration, the Company paid $10 in necessary claim fees. Further, the Company is required to pay an exploration fee to Convergent Mining, LLC calculated as the 5% of the first $2,000 of qualifying exploration costs, not exceeding $100.

f) Blue Copper Project, Montana

On May 12, 2023, FCC made a payment of $60 for the Freedom and Cyclone claims in Montana which is capitalized in Blue Copper Project.

On April 18, 2023, FCC entered into a lease agreement for a Montana property and paid an initial cash payment of $200 which is capitalized in Blue Copper project.

During the year ended December 31, 2024, the Company paid an advance rental payment of $150 pursuant to the lease agreement.

A Plan of Operations for exploration of the Blue Copper Project is approved by the relevant agencies.

g) Cabin Property, Nevada

In 2023, FCC staked approximately 9,000 acres of federal mining claims in White Pine County, Nevada, the area of interest which is termed Cabin. The Cabin Property represents a potential major copper-moly porphyry discovery concealed beneath the Spring Valley pediment within a district-scale BLM land package, located immediately north of the Muncy Property.

h) Muncy Property, Nevada

On November 22, 2023, FCC entered into an Option to Joint Venture Agreement with Kennecott Exploration Company ("Kennecott"), a Rio Tinto subsidiary.

Pursuant to the agreement, Kennecott grants FCC the sole and exclusive right and option to acquire 100% interest in the Muncy Property. To exercise this option, FCC must satisfy the following:

pay the payment commitment of $95 to Kennecott on or before the effective date of November 22, 2023 (Paid);
pay an additional payment commitment of $105 by December 1, 2024 (Paid);
pay an additional payment commitment of $50 by December 1, 2025;
pay an additional payment commitment of $60 by December 1, 2026;
incur expenditures of $1,500 with respect to the Muncy Property and $1,000 with respect to the Cabin Property on or before the expenditure commitment date of November 22, 2025;

13 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

ensure that no less than 70% of the expenditure commitment for the Muncy Property consists of drilling expenses for the Muncy Property;
ensure that no less than 70% of the expenditure commitment for the Cabin Property consists of drilling expenses for the Cabin Property.

If FCC decides to terminate the option at any time, they will grant Kennecott a 2.0% net smelter royalty in the Cabin Property. After this is done, the agreement, except for specified sections, will terminate.

If Kennecott elects not to form a joint venture, Kennecott must transfer all their rights in the Muncy Property to the FCC. In return, FCC will grant the optionor a 2.0% net smelter royalty (NSR) in the Properties. Before FCC decides to develop a commercial mining operation on any portion of the Properties, FCC has the right to reduce the net smelter royalty from 2.0% to 1.0% by paying the optionor $10,000 in cash.

A Plan of Operations for exploration of the Muncy Property is currently under review for approval by the relevant agencies.

i) Recon, Nevada, Arizona, and other prospects

During the three months ended March 31, 2025, FCC incurred $22 (2024 - $15) in evaluation expenditures on reconnaissance on targets in Nevada, Arizona and Montana in order to determine whether they warranted further pursuit.

5. INVESTMENT IN ASSOCIATE

On April 5, 2022, the Company received 16,049,444 shares in Falcon Butte, in connection with a property acquisition agreement to assign the Company's options to acquire the Butte Valley property. At the time of acquisition, the 16,049,444 shares represented 25.54% of shares outstanding and the initial balance of the investment was determined to be $1,906 ($2,374 CAD). As at December 31, 2024 and March 31, 2025, the Company's share ownership was 20.47%. The Company and Falcon Butte have one common director, as such, management has assessed that the Company has significant influence over Falcon Butte and that the investment should be accounted for using the equity method of accounting.

Summarized financial information of Falcon Butte and a reconciliation of the carrying amount of the investment in the Interim Financial Statements are set out below:

Summarized balance sheet:

		March 31, 2025		December 31, 2024
Assets
Cash	$	332	$	381
Receivables		6		16
Financial asset - Convertible loan receivable		100		100
Prepaids & deposits		15		9
Investment in associate		4,034		4,067
Total Assets	$	4,487	$	4,573

Liabilities
Accounts payable & accrued liabilities	$	5	$	14
Derivative liabilities		1,678		881
Total Liabilities	$	1,683	$	895

14 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

Summarized statement of loss

		Three months ended March 31, 2025			Three months ended March 31, 2024
Operating expenses
General and administrative expenses	$	326		$	1,052
Total operating expenses		326			1,052

Fair value (gain) loss on derivative liability		705			(251	)
Other income		(54	)		(250	)
Foreign exchange loss (gain)		6			(93	)
Net loss		983			458

A continuity of the Company's investment in associate is as follows:

Balance December 31, 2023	$	1,206
Company's share of net loss		(104	)
Balance December 31, 2024	$	1,102
Company's share of net loss		(201	)
Balance March 31, 2025	$	901

6. NON-CONTROLLING INTEREST

On December 13, 2022, Quaterra Alaska assigned and transferred all right, title and interest in the Groundhog property, Butte Valley Royalty, 100% of the outstanding membership interest held in Blue Copper LLC, and the interest in the Nieves project to FCC.

As consideration, Quaterra Alaska was issued 57,513,764 common shares of FCC which represented 79.3% of all issued and outstanding shares at December 13, 2022. This transaction was considered a transaction between entities under common control, and thus was recorded at carrying value.

On March 2, 2023, FCC completed a private placement financing of $2,000 by issuing 23,809,524 units at a price of $0.084. Each unit consists of one common share, and one common share purchase warrant exercisable at $0.15 for a period of 1 year.

In addition, the private placement was considered a "triggering event" for SAFE Notes. FCC had previously raised $868 in SAFE Notes and were converted into equity of FCC, resulting in FCC issuing an additional 21,629,382 common shares.

On September 6, 2023, FCC carried out a re-organization of its assets and capital structure (the transaction described herein is referred to as the "Reorganization"). On August 25, 2023, a new entity, BCR LLC was organized in Wyoming. BCR LLC subsequently adopted an Operating Agreement that provided for issuance of LLC Interests to its Members in the same amounts as shares issued to Shareholders of FCC. On September 6, 2023, two of the mining assets, referred to as the Butte Valley Royalty and the Nieves Royalty, that had been held by FCC were assigned to BCR LLC in exchange for 100% of the issued and outstanding LLC Interests of BCR LLC. The Nieves Royalty may only be transferred with the written consent of a third party which was received October 23, 2023, resulting in the Nieves property transferring immediately. The same LLC interests were immediately distributed pro rata to the shareholders of FCC. Furthermore, FCC had previously issued Warrants to purchase 7,936,508 (total of 23,809,524 common share purchase warrants) shares of Common Stock of FCC at a Warrant Price of $0.15 per Share. As part of the Reorganization, these Warrants were exchanged by the Warrant Holders for two new Warrants; one issued by FCC to purchase 7,936,508 Shares of FCC at a Warrant Price of $0.1332 per Share, and the other issued by BCR LLC to purchase 7,936,508 LLC Units of BCR LLC at a Warrant Price of $0.0168 per LLC Unit. The exchange transaction was accounted for under ASC 815 whereby the effect of the exchange was measured as the excess of the fair value of the exchanged warrant over the fair value of the warrant immediately before it is exchanged. Using this method, the effect of the exchange was calculated to be $Nil. As a result of the Reorganization and the issuance and distribution of these LLC Interests, each shareholder of FCC holds the same percentage interest in FCC as the shareholders holds in BCR LLC. Additionally, the Warrant Holders now holds two Warrants, one issued by each of FCC and BCR LLC, with the aggregate value of the two warrants equal to the aggregate value of the Warrant that they held prior to the exchange. The net effect is that the capital structure of BCR LLC matches the capital structure of FCC, including the issuance of new Warrants, and the Butte Valley Royalty and Nieves Royalty are now held by BCR LLC rather than FCC.

15 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

On October 17, 2023, FCC issued 2,750,000 common shares at a price of $0.10 per common share for total proceeds of $275.

From February to May 2024, FCC issued a total of 11,637,931 common shares at $0.116 per common share for gross proceeds of $1,350.

During the three months ended March 31, 2025, FCC issued a total of 4,150,000 at $0.116 per common share for gross proceeds of $482. FCC also granted 10,900,000 stock options exercisable into one common share of FCC at $0.10 for five years from the date of grant. The stock options were valued at $1,038 using the Black-Scholes model with the following estimates:

		January 5, 2025
Risk-free interest rate		2.96%
Expected life (years)		5.00
Annualized volatility		112.48%
Forfeiture rate		0%
Dividend yield		0%

As a result, the Company's ownership in FCC is reduced to 42.14% as of March 31, 2025 (December 31, 2024 - 43.46%), with the changes in NCI listed below:

Balance December 31, 2023	$	3,117
Issuance of common shares		1,350
Net loss and comprehensive loss attributable to NCI		(807	)
Balance December 31, 2024	$	3,660
Issuance of common shares		482
Grant of options		1,038
Net loss and comprehensive loss attributable to NCI		(763	)
Balance March 31, 2025		4,417

7. DERIVATIVE LIABILITIES

During the year ended December 31, 2024, the Company issued certain share purchase warrants and convertible debt that can be exercised and converted in USD or CAD (Note 8). The warrants and the conversion feature were classified as derivative liabilities, carried at fair value and revalued at each reporting date.

16 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

A continuity schedule of the Company's derivative liabilities is as follows:

Balance December 31, 2023	$	176
Issuance of warrants for private placement (Note 10)		346
Issuance of warrants upon conversion of existing debentures (Note 8)		60
Issuance of contingent warrants upon conversion of existing debentures (Note 8)		649
Issuance of warrants and conversion feature for extinguishment of existing debentures (Note 8)		55
Modification of warrants upon restructuring of debentures (Note 8)		109
Modification of conversion feature upon restructuring of debentures (Note 8)		129
Issuance of warrants - equity (Note 8)		(359	)
Fair value change on derivative liabilities		(876	)
Balance December 31, 2024	$	289
Fair value change on derivative liabilities		774
Balance March 31, 2025	$	1,063

8. CONVERTIBLE DEBENTURES

On June 17, 2022, July 8, 2022, and March 2, 2023, the Company closed its non-brokered private placement of unsecured convertible debentures for total gross proceeds of $3,306. The debentures bear interest at a rate of 14% per annum and mature on February 17, 2024, March 8, 2024, and November 2, 2024, respectively. The debentures are convertible into shares of the Company at $0.078 ($0.10 CAD) per share for 2022 issued debentures and at $0.070 ($0.095 CAD) per share for 2023 issued debentures.

In conjunction with the three tranches of convertible debt financing, the Company issued 16,044,774, 13,805,964, and 18,461,015 warrants. The warrants are exercisable into one common share of the Company at $0.067 ($0.085 CAD) per share and expire on February 17, 2024, at $0.067 ($0.085 CAD) per share and expire on March 8, 2024, and at $0.070 ($0.095 CAD) per share and expire on November 2, 2024, respectively.

On February 16, 2024, the Company issued 12-month convertible debentures of $941, bearing an interest rate of 20% per annum. These debentures replaced previously issued debentures that were due in February 2024.

These debentures are convertible into common shares of the Company at a price of $0.06 ($0.08 CAD) per share, or at the holder's option.

15,696,882 warrants are issued exercisable at $0.06 ($0.08 CAD) till February 16, 2025. These warrants were determined to be liability classified as the warrants can be exercised in a currency other than its functional currency (Notes 7, 10).

The Company repaid a total of $936 for the convertible debentures in December 2024 and the remaining $5 in February 2025, along with accrued interest. Additionally, on March 8, 2024, and February 14, 2025, the Company repaid convertible debentures totaling $831 and $6, in cash, respectively, with a loss of $5 and $Nil recognized.

Based on the terms of the newly issued debentures, the convertible debentures were determined to be a financial instrument comprising a host debt component, and the conversion feature and warrants denominated in Canadian dollars are classified as a derivative liability. In this case, as the conversion option on the instrument is bifurcated both before and after the modification or exchange, the Company used the 10% cash flow test. As a result, the change in cash flows was considered not substantial for the convertible debentures issued on June 17, 2022, and July 8, 2022, and extinguishment accounting was not applied. A new effective interest rate was determined and there was no gain or loss recorded on the consolidated statements of operations and comprehensive loss. However, the convertible debentures issued on March 2, 2023, surpassed the 10% cash flow test and as a result, the debentures were considered extinguished. A new effective interest was determined and there was a loss on extinguishment recorded on the consolidated statements of operations and comprehensive loss.

17 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

Under ASC 815, for the convertible debentures that did not meet the 10% cash flow test, the amended conversion feature and the replacement warrants were valued using the Black Scholes model and the difference between the fair value of the original conversion feature and amended conversion feature were reflected on the consolidated statements of operations and comprehensive loss as a gain/loss on the revaluation of the derivative liabilities. The changes in fair value of the warrants associated with the prior debentures was recognized as a gain/loss and the fair value of the replacement warrants were deducted from the face value of the replacement debentures. For the convertible debentures that surpassed the 10% cash flow test, the fair value of the debentures at maturity were present valued using the new effective interest rate of 44.01% and the conversion feature and replacement warrants were valued using the Black Scholes model. The difference between the present value of the new debentures, conversion feature, replacement warrants and the carrying value of the prior debentures, fair value of the original conversion feature and warrants were recorded on the consolidated statements of operations and comprehensive loss as a loss on extinguishment of $55.

On March 8, 2024, the Company completed a private placement of $1,000 and issued 4,107,998 units and 41,707,215 common shares to settle $1,924 of debenture debt. The fair value of the shares and warrants is $2,723 and $59, respectively. These warrants were determined to be liability classified as the warrants have an exercise price in a currency other than its functional currency (Notes 7, 10).

In conjunction with the Company's CSE listing on September 19, 2024, 41,707,215 warrants were issued to certain directors and individual who converted their debts into common shares of the Company on March 8, 2024. These warrants were treated as a contingency with their fair value being recorded as a derivative liability on March 8, 2024. On September 19, 2024, these warrants were revalued at $359 and recorded as equity since all are exercisable in USD, the functional currency of the Company.

Under ASC 815, the conversion of debt with a bifurcated conversion option is accounted for under the debt extinguishment accounting model. Therefore, both the debt and the conversion option that is accounted for as a derivative was derecognized at their carrying amounts and the consideration transferred were measured at its then-current fair value, with any difference recorded as a gain or loss on the extinguishment of the two separate liabilities. The existing debenture settlement resulted in a loss on conversion of $1,690.

On November 14, 2024, February 3, 2025, and March 11, 2025, FCC entered into convertible loan agreements for $250, $200, and $20, respectively. The loans bear interest at 5% per annum and have 12 months terms. The principal and accrued interest is convertible into common shares of FCC at the lower of the price per share in the lowest equity financing undertaken by FCC during the term of the loan or $0.106.

Under ASC 815, the conversion feature does not require bifurcation. Therefore, both the debt and the conversion option is accounted for as a single liability carried at book value plus accrued interest.

The fair value of the warrants and conversion features were determined using the Black-Scholes Option Pricing Model using the assumptions set out as follows:

	Initial recognition in 2024	September 19, 2024	December 31, 2024	March 31, 2025

Risk-free interest rate	4.07 - 4.41%	2.72%	2.92%	2.57%
Expected volatility	10%	16.15%	21.76%	22.75%
Dividend yield	0%	0%	0%	0%
Expected life	1 - 5.56 years	5.00 years	0.13 - 4.18 years	3.94 years

18 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

A continuity schedule of the Company's convertible debt is as follows:

Balance as at December 31, 2023	$	3,544
Issued		461
Extinguished debt - fair value of conversion feature		(30	)
Extinguished debt - fair value of warrants		(30	)
Modified debt - fair value of warrants		(93	)
Accretion		220
Interest		228
Extinguished		(150	)
Converted		(1,976	)
Repayment		(1,922	)
Loss on repayment		5
Balance as at December 31, 2024	$	257
Issued		220
Interest		5
Repayment		(6	)
Balance as at March 31, 2025	$	476

9. SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares without par value.

There were no share transactions for the three months ended March 31, 2025

Share transactions for the year ended December 31, 2024

a) On February 16, 2024 and March 8, 2024, the Company issued 3,500,000 and 45,815,213 common shares to settle existing debentures at a price of $0.074 and $0.042 per common share (Note 8), respectively.

b) On March 8, 2024, the Company closed a private placement consisting of an aggregate of 23,809,522 units at a price of $0.042 per unit for aggregate gross proceeds to the Company of $1,000. Each unit consists of one common share and one common share purchase warrant of the Company (Note 7, 10).

c) In June 2024, the Company issued 3,063,000 common shares in connection with stock options exercised for total proceeds of $181.

d) On November 8, 2024, the Company closed a private placement consisting of 25,155,554 units at a price of $0.045 per unit for gross proceeds of $1,132. Each unit consisted of one common share and one 5-year common share purchase warrant exercisable at $0.06 (Note 10).

19 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

10. ADDITIONAL PAID-IN CAPITAL

a) Stock options

The Company has a stock option plan under which the Company is authorized to grant stock options up to 20% of the issued and outstanding common shares at the time of grant, subject to certain restrictions.

Under the stock option plan, all stock options are granted at the discretion of the Company's board of directors, including any vesting provisions if applicable. The term of any stock option grants may not exceed ten years, and the exercise price may not be lower than the closing price of the Company's share on the last trading day immediately preceding the date of grant. Typically, stock options granted have five-year terms and are vested either immediately or subject to certain milestone requirements.

During the three months ended March 31, 2025, the Company did not grant any stock options.

During the three months ended March 31, 2024, the Company granted the following stock options:

14,295,000 on March 1, 2024 with an exercise price of $0.07 CAD and expiring on March 1, 2029.
1,700,000 on July 10, 2024 with an exercise price of $0.08 CAD and expiring on October 24, 2024.
7,500,000 on July 26, 2024 with an exercise price of $0.08 CAD and expiring on July 26, 2029.
17,160,000 on December 10, 2024 with an exercise price of $0.085 CAD and expiring on December 10, 2029.

The continuity of the number of stock options issued and outstanding is as follows:

	March 31, 2025		December 31, 2024
	Number of options	Weighted average exercise price (CAD)	Number of options		Weighted average exercise price (CAD)
Outstanding, beginning of period	63,735,248	0.09	49,239,020		0.10
Granted	-	-	40,655,000		0.08
Expired	-	-	(13,595,772	)	0.09
Cancelled	-	-	(9,500,000	)	0.11
Exercised	-	-	(3,063,000	)	0.08
Outstanding, end of period	63,735,248	0.09	63,735,248		0.09

20 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

As of March 31, 2025, and December 31, 2024, 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 20, 2025	0.08	2,450,000	0.22	2,450,000
August 18, 2025	0.072	1,744,283	0.38	1,744,283
June 18, 2026	0.25	2,550,000	1.22	2,550,000
October 21, 2026	0.09	900,000	1.56	900,000
May 25, 2027	0.085	2,000,000	2.15	2,000,000
March 2, 2028	0.095	350,000	2.92	350,000
July 21, 2028	0.08	16,215,965	3.31	16,215,965
March 1, 2029	0.07	12,865,000	3.92	12,865,000
July 26, 2029	0.08	7,500,000	4.32	1,500,000
December 10, 2029	0.085	17,160,000	4.70	17,160,000
Balance, March 31, 2025 and December 31, 2024		63,735,248		57,735,248

During the three months ended March 31, 2025, an amount of $1,086 (2024 - $660) was expensed as share-based payments related to the vesting of options. The portion of share-based payments recorded is based on the vesting schedule of the options. The following weighted average assumptions were applied using the Black-Scholes Option Pricing model used to estimate the fair value of stock options granted during the three months ended March 31, 2025 and 2024.

	Three months ended March 31, 2025	Three months ended March 31, 2024
Risk-free interest rate	N/A	3.59%
Expected life (years)	N/A	5
Annualized volatility	N/A	141%
Forfeiture rate	N/A	0%
Dividend yield	N/A	0%

b) Share purchase warrants

During the three months ended March 31, 2024, the Company granted the following share purchase warrants:

15,696,882 on February 16, 2024 with an exercise price of $0.06 ($0.08 CAD) and expiring on February 16, 2025.
27,917,520 on March 8, 2024 with an exercise price of $0.056 and expiring on March 8, 2029.

21 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

The continuity of the number of share purchase warrants outstanding as of March 31, 2025 and December 31, 2024 is as follows:

	March 31, 2025			December 31, 2024
	Number of warrants		Weighted average exercise price	Number of warrants			Weighted average exercise price
Outstanding, beginning of period	110,477,171		0.06	119,626,027		$	0.09
Issued	-		-	110,477,171			0.06
Expired	(15,696,882	)	0.06	(87,356,006	)		0.10
Cancelled	-		-	(32,270,021	)		0.07
Outstanding, end of period	94,780,289		0.06	110,477,171			0.06

The following table summarizes warrants outstanding as of March 31, 2025 and December 31, 2024 :

Expiry date	Currency	Exercise price	March 31, 2025	December 31, 2024
February 16, 2025	USD	0.06	-	15,696,882
March 8, 2029	USD	0.056	23,809,522	23,809,522
March 8, 2029	USD	0.056	4,107,998	4,107,998
September 19, 2029	USD	0.056	41,707,215	41,707,215
November 8, 2029	USD	0.060	25,155,554	25,155,554
Outstanding at the end of the period			94,780,289	110,477,171

11. RELATED PARTY TRANSACTIONS

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 March 31,
		2025		2024
Salaries	$	215	$	113
Share-based payments		658		281
Interest on convertible debenture		-		106
	$	873	$	500

All related party transactions are in the normal course of business and have been measured at the exchange amount.

As at March 31, 2025, the Company had $5 (December 31, 2024 - $Nil) in accounts payable and accrued liabilities to certain directors and officers of the Company.

Other transactions for the three months ended March 31, 2024

a) On February 16, 2024, the former CEO, former CFO and directors of the Company restructured $407 of their existing convertible debentures into the new debentures (Note 8). The debentures bear interest at a rate of 20% per annum and mature on February 16, 2025, and are convertible into shares of the Company at $0.06 (C$0.08) per share. Additionally, certain directors converted $259 of their existing convertible into 3,500,000 common shares at a price of $0.074 (Notes 8, 9).

22 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

b) On March 8, 2024, the former CFO and directors converted $1,541 of their outstanding convertible debentures into 36,675,478 common shares at a price of US$0.042 (Notes 8, 9).

c) On March 8, 2024, the Company recognized 41,707,215 contingent warrants for the current CEO, former CFO, and one director who converted their existing debentures into units. The value of these warrants upon recognition was $649 which was valued to be $359, on September 19, 2024 (Note 8).

d) On March 8, 2024, former CFO and directors subscribed for 12,202,380 common shares for total proceeds of $513 in relation of a private placement (Note 9). Additionally, the directors received 12,202,380 warrants with a value of $177 (Note 9).

12. SEGMENTED INFORMATION

The Company's operations constitute a single operating segment and therefore a single reportable segment, because the chief operating decision maker ("CODM"), the Company's board of directors, manages the business activities using information of the Company as a whole. The Company has determined that it operates as a single reportable segment, focused on the exploration of its mineral interest in the United States. 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, accounts payable, accrued liabilities, lease liabilities, Nuton LLC deposit, 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.

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 and Nuton LLC deposit approximate their fair values because of their immediate or short term to maturity and the Company's convertible debentures and lease liabilities are recorded at amortized cost.

23 | Page

Lion Copper and Gold Corp.
Notes to the Condensed Interim Consolidated Financial Statements

For the three months ended March 31, 2025 and 2024

(Unaudited - In thousands of U.S. Dollars except for shares and per share amounts)

The Company's derivative liabilities are measured at its fair value at the end of each reporting period and is categorized as Level 2 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 flows 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.

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 EVENT

On April 4, 2025, the Company granted 7,500,000 performance options to an officer exercisable into one common share of the Company at $0.08 until April 4, 2030, subject to vesting provisions.

24 | Page

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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 annual 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.

Lion Copper and Gold Corp.

Management's Discussion and Analysis

For the three months ended March 31, 2025

Dated: May 15, 2025

(In thousands of U.S. dollars except for shares and per share amounts)

This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), dated May 15, 2025, should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2025 and the audited consolidated financial statements for the year ended December 31, 2024, 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 securities 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 for the Company, is a Qualified Person 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, under the name of Acquaterre Mineral Development Ltd. On November 13, 1997, the Company changed its name to Quaterra Resource Inc. and further to Lion Copper and Gold Inc. on November 22, 2021. On September 19, 2024, the Company's common shares were voluntarily delisted on the TSX Venture Exchange ("TSXV") and were subsequently listed on the Canadian Securities Exchange ("CSE") under the symbol "LEO "and continues to be quoted for trading on the OTCQB Market under the symbol "LCGMF".

On March 18, 2022, the Company entered an option to earn-in agreement with Rio Tinto America Inc. ("Rio Tinto"), subsequently assigned to Nuton LLC, a Rio Tinto Venture, (the "Nuton Agreement"), to advance studies and exploration at the Company's copper projects in Mason Valley, Nevada. The Nuton Agreement outlines 3-stage investments amounting to $50,000 in aggregate and provides Nuton LLC with an exclusive option to earn a 65% interest in the projects, comprising 34,494 acres of land, including the historical Yerington mine, the historic MacArthur project, the Wassuk property, the Bear deposit, and associated water rights (the "Mining Assets").

Nuton LLC is evaluating the potential commercial deployment of its Nuton™ technology at the Company's Yerington Copper Project. Nuton™ offers copper heap leaching technologies to deliver greater copper recovery from mined materials and access new sources of copper, such as low-grade sulfide resources and reprocessing of stockpiles and mineralized waste. These technologies have the potential to deliver leading environmental performance through more efficient water usage, lower carbon emission, and the ability to reclaim mine sites by reprocessing waste.

In October 2023 and November 2024, Stage 2 was modified into Stage 2b and Stage 2c, with the respective terms extended to September 30, 2024 and June 30, 2025. Stage 2c includes advanced studies at Yerington, and completion of a Prefeasibility Study (the "PFS") incorporating Nuton™ technologies.

As of March 31, 2025, the Company received a total of $28,000 from Nuton LLC and is on track to complete stage 2c by June 30, 2025.

Page 2 of 7

Up to March 31, 2025, the Company incurred cumulative expenditures of $23,649, consisting of $16,711 for exploration & evaluation, $6,221 for exploration- related overhead, and $717 for capital items under the Nuton Agreement.

Within 60 days of the completion of Stage 2c, Nuton LLC shall provide written notice to the Company whether it elects to exercise the option and fund a comprehensive feasibility study (the "FS") in an aggregate amount (inclusive of the Stage 3 advance funding) not to exceed $50,000. Upon completion of the FS, Nuton LLC and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton LLC holding not less than 65% interest in the investment vehicle.

PERFORMANCE HIGHLIGHTS

Reinstatement of Water Rights

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.

MINERAL PROPERTIES

Nuton LLC Agreement

On March 12, 2024, the Company announced the commencement of the Stage 2b Program of Work to advance the Yerington Copper Project through completion of a PFS by September 2024 and progress exploration initiatives on the Bear Deposit. Stage 2b was subsequently extended into Stage 2c on November 15, 2024 to investigate identified opportunities and complete trade-off studies with a delivery date of the PFS to June 2025.

PFS Work Programs

During the year ending December 31, 2024 and three months ended March 31, 2025, PFS progressive work included geotechnical drilling and studies, metallurgical testing, and engineering studies.

Fourteen hollow stem auger drill holes were completed January 2025 on the legacy sulfide tailings facility. These drill holes collected samples which have been utilized for laboratory testing to evaluate and optimize infrastructure siting locations for the PFS.

Metallurgical column leach testing of MacArthur and Yerington transition and oxide material, which started September 2024, was completed January 2025. Column leach testing and hydrodynamic leach characterization of sulfides is ongoing by Nuton™. Results from the metallurgical programs will be utilized for the PFS.

Page 3 of 7

Permitting and Environmental

No additional permitting occurred during the period. Permit compliance activities were completed to ensure compliance with existing permits.

Water Rights

On March 11, 2025, the Company reached a settlement agreement with the State, which rescinded the forfeiture decisions and reinstated all previously forfeited water rights. The Company received confirmation of this on March 13, 2025, and the court hearing was cancelled.

With the forfeiture recission complete, the Company now has 6,014.5 ac-ft of primary groundwater rights for use in ongoing exploration and future mining and milling operations.

RESULTS OF OPERATIONS

During the three months ended March 31, 2025, the Company incurred lower expenses of $2,569, excluding non-cash items, compared to $3,821 during the three months ended March 31, 2024. Of these expenses $2,213 and $3,218 were covered by Nuton LLC funding resulting in net expenses of $356 and $603 in 2025 and 2024, respectively. These net expenses were equally attributed to corporate expenses and Falcon Copper-related expenditures that were not covered by Nuton LLC.

Exploration and evaluation ("E&E") activities include drilling, technical study, property maintenance, environmental, geological mapping and geophysical survey. During the three months ended March 31, 2025, the Company incurred $1,163 in E&E expenses compared to $2,660 during the three months ended March 31, 2024. The $1,497 decrease reflects key milestones achieved in project development in 2024.

Page 4 of 7

	Three months ended March 31,
	2025		2024
Expenses	$		$
Exploration and evaluation	1,163		2,660
General office	108		217
Investor Relations	19		12
Professional fees	704		482
Salaries and benefits	495		389
Transfer agent and regulatory	37		38
Travel	43		23
	2,569		3,821
Exploration funded by Nuton LLC	(1,088	)	(2,587	)
General operating funded by Nuton LLC	(1,125	)	(631	)
	356		603
Other expenses
Loss on convertible debentures	-		1,750
Fair value gain on derivative liabilities	774		(680	)
Foreign exchange loss	30		1
Interest and other	72		119
Share-based payments	1,086		660
	1,962		1,850
Net and comprehensive loss	2,318		2,453

During the three months ended March 31, 2025, the Company recognized $1,086 in share-based payments compared to $660 in the prior period. The increase is due to the 10,900,000 options that were granted in the current period in FCC coupled with the vesting of options previously granted in LCG. This compares to the grant of 14,295,000 options in the prior period.

In addition, the Company recognized a loss of $1,750 on the conversion, repayment, and extinguishment of certain convertible debentures in 2024, which was not applicable in 2025.

SUMMARY OF QUARTERLY RESULTS

	Q1'25		Q4'24		Q3'24		Q2'24		Q1'24		Q4'23		Q3'23		Q2'23
General administration	(2,492	)	(1,856	)	(1,502	)	(1,358	)	(1,821	)	(1,161	)	(2,148	)	(723	)
Fair value (loss) gain on derivative liabilities	(774	)	39		439		(427	)	680		(131	)	6		1,421
Foreign exchange gain (loss)	(30	)	(28	)	(4	)	(7	)	(1	)	(2	)	-		-
Interest and other	(72	)	387		(41	)	(95	)	(119	)	(407	)	(94	)	(48	)
Loss on convertible debentures	-		-		-		-		(1,750	)	-		-		-
Exploration Expenditures	(1,163	)	(1,603	)	(1,591	)	(2,389	)	(2,660	)	(1,597	)	(1,344	)	(2,159	)
Nuton LLC Deposit	2,213		2,310		2,336		3,102		3,218		1,682		1,262		2,250
Impairment of mineral properties	-		-		-		-		-		-		-		(602	)
Net income (loss)	(2,318	)	(751	)	(363	)	(1,174	)	(2,453	)	(1,616	)	(2,318	)	139
Basic income (loss) per share	(0.00	)	(0.00	)	(0.00	)	(0.00	)	(0.01	)	(0.01	)	(0.01	)	0.00

The Company's results have been driven by its general corporate and exploration activities. Other income and expenses fluctuate due to changes in the fair value of the Company's convertible notes and investment in associate.

The Company's results are also impacted by non-recurring events such as the $1,750 loss in convertible debentures in 2024 and $602 property impairment in 2023.

Page 5 of 7

LIQUIDITY AND CAPITAL RESOURCES

The Company is in an advanced exploration stage that to date 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.

During the three months ended March 31, 2025, the Company utilized the $16,500 previously received from Nuton LLC, to cover approximately 86% (2024 - 84%) of the expenses, excluding non-cash items. Cash on hand is approximately $4,000 as of May 15, 2025.

The following table summarizes the Company's cash flows for the three months ended March 31, 2025, and 2024:

		2025			2024
Cash provided (used) by operating activities	$	(2,362	)	$	8,152
Cash used in investing activities		-			(155	)
Cash provided by financing activities		696			592
Increase in cash and cash equivalents		(1,666	)		8,589
Cash and cash equivalents, beginning of period		7,999			2,310
Cash and cash equivalents, end of period	$	6,333		$	10,899

During the three months ended March 31, 2025, the Company repaid $6 in convertible debentures. The Company also received $482 pursuant to the issuance of 4,150,000 shares of FCC. FCC also issued 12-month convertible debentures totaling $220.

The Company has no operating revenues and therefore must utilize its cashflows from financing transactions to maintain its capacity to meet ongoing operating activities. Should Nuton LLC decide not to proceed with Stage 3, the Company will need to secure additional financing to maintain its mineral property interests, advance its copper projects and fulfill its obligations as they come due. While the Company has successfully raised funds in the past, there is no assurance it will be able to do so in the future. This represents a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, as outlined in Note 1 of the March 31, 2025 condensed interim consolidated financial statements.

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:

(In thousands)		Three months ended March 31, 2025		Three months ended March 31, 2024
Salaries ⁽¹⁾	$	215	$	113
Share-based payments ⁽²⁾		658		281
Interest on convertible debenture ⁽³⁾		-		106
	$	873	$	500

(1) Charles Travis Naugle, former CEO, Director - $36 (2024 - $63); Stephen Goodman, former CFO, Director - $Nil (2024 - $50); Steven Dischler, CEO - $50 (2024 - $Nil); Lei Wang, CFO - $23 (2024 - $Nil); John Banning, COO - $62 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $44 (2024 - $Nil)

Page 6 of 7

(2) Charles Travis Naugle, former CEO, Director - $476 (2024 - $Nil); Stephen Goodman, former CFO Director - $Nil (2024 - $66); Tony Alford, Director - $48 (2024 - $215), Thomas Patton, Director - $48 (2024 - $Nil), Thomas Pressello, Director - $Nil (2024 - $Nil); Steven Dischler, CEO - $19 (2024 - $Nil); John Banning, COO - $16 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $13 (2024 - $Nil); Lukas Naugle, brother of a director - $38 (2024 - $Nil)

(3) Charles Travis Naugle, Former CEO, Director - $Nil (2024 - $24); Tony Alford, Director - $Nil (2024 - $77); Ekaterina Naugle, spouse of a director - $Nil (2024 - $3); Stephen Goodman, Former CFO, Director $Nil (2024 - $2); Thomas Pressello, Director - $Nil (2024 - $Nil)

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:

411,011,264 common shares
71,235,248 stock options
94,780,289 warrants

OFF - BALANCE SHEET ARRANGEMENTS

The Company does not have any off-balance sheet arrangements.

PROPOSED TRANSACTIONS

The Company has no proposed transactions other than as disclosed in this MD&A.

FORWARD-LOOKING STATEMENTS

This Management's Discussion and Analysis contains "forward-looking information" and "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable securities laws.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

The Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Statements. Such factors include, but are not limited to, general business and economic uncertainties; exploration and resource extraction risks; uncertainties relating to surface rights; the actual results of current exploration activities; the outcome of negotiations; conclusions of economic evaluations and studies; future prices of natural resource based commodities; increased competition in the natural resource industry for properties, equipment and qualified personnel; risks associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation; the risk of arbitrary changes in law; title risks; and the risk of loss of key personnel.

The foregoing lists of factors and assumptions are not exhaustive. The reader should also consider carefully the matters discussed under the heading "Risks Factors and Uncertainties" elsewhere in this MD&A. Forward-Looking Statements contained herein are made as of the date hereof (or as of the date of a document incorporated herein by reference, as applicable). No obligation is undertaken to update publicly or otherwise revise any Forward-Looking Statements or the foregoing lists of factors and assumptions, whether as a result of new information, future events or results or otherwise, except as required by law. Because Forward-Looking Statements are inherently uncertain, readers should not place undue reliance on them. The Forward-Looking Statements contained herein are expressly qualified in their entirety by this cautionary statement.

Page 7 of 7

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure controls and procedures

The Company's management is responsible for establishing and maintaining adequate disclosure controls and procedures. The Company's management, including our principal executive officer and our principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the principal executive officer and principal financial officer concluded that as of the end of the period covered by this report, the Company has maintained effective disclosure controls and procedures in all material respects, including those necessary to ensure that information required to be disclosed in reports filed or submitted with the SEC (i) is recorded, processed, and reported within the time periods specified by the SEC, and (ii) is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow for timely decision regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any material current, pending, or threatened litigation with respect to the Company.

Item 1A. Risk Factors

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

The Company has no active mining operations or dormant mining assets currently and has no outstanding mine safety violations or other regulatory safety matters to report.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

3.1⁽¹⁾	Articles dated June 28, 2023

3.2⁽²⁾	Certificate of Incorporation and Certificates of Change of Name

3.3⁽³⁾	Notice of Articles dated July 29, 2024

31.1	Certification of the Principal Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 (filed herewith)

31.2	Certification of the Principal Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 (filed herewith)

32.1	Section 1350 Certification of the Principal Executive Officer (filed herewith)

32.2	Section 1350 Certification of the Principal Financial Officer (filed herewith)

101.INS	Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

________________

(1) Previously filed as exhibit to the Form 10-K filed March 26, 2024 and incorporated herein by reference.

(2) Previously filed as exhibit to the Form 10-K filed March 31, 2023 and incorporated herein by reference.

(3) Previously filed as exhibit to the Form 10-Q filed August 16, 2024 and incorporated herein by reference.

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: May 15, 2025

	LION COPPER AND GOLD CORP. (Registrant)


	By:	/s/ John Banning
		Principal Executive Officer


	By:	/s/ Lei Wang
		Principal Financial Officer