8-K
LION COPPER & GOLD CORP. (LCGMF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ___________________________
FORM 8-K
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 20, 2023
LION COPPER AND GOLD CORP.(Exact name of registrant as specified in its charter)
| British Columbia | 000-55139 | 98-1664106 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
143 S Nevada St.
Yerington, Nevada, United States
89447
\(Address of principal executive offices\) \(ZIP Code\)
Registrant’s telephone number, including area code: (778) 898-0057
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbols | Name of each exchange on which registered |
|---|---|---|
| — | — | — |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
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. ☐
Item 3.02 Unregistered Sales of Equity Securities.
On July 21, 2023 Lion Copper and Gold Corp. (the "Company") granted an aggregate of 23,194,737 stock options (the "Options") to certain directors, employees and consultants of the Company in consideration for their services to the Company pursuant to the Company's 20% fixed stock option plan. The grant of Options is exempt under Section 4(a)(2) of the Securities Act of 1933. The Options have an exercise price of US$0.06 and an expiry date of July 21, 2028.
Item 5.02 Departure of Directors or Certain Officers
Thomas Pressello has resigned from his position as director as of July 28, 2023. He served as the Chair of the Audit Committee. Mr. Pressello's written resignation did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 20, 2023, Lion Copper and Gold Corp. (the "Company") held an Annual General and Special Meeting of the holders of common shares of the Company, at which the shareholders voted on the following matters:
- Fixing the Number of Directors at Five. The shareholders approved the number of directors to be fixed at five.
| For: | 165,261,142 |
|---|---|
| Against: | 11,951,132 |
| Non Voted: | 1 |
- Election of Directors. The following nominees were elected as directors to serve until the next annual general meeting of the shareholders:
| Charles Travis Naugle | For: | 114,555,276 |
|---|---|---|
| Withheld/Abstain: | 14,923,346 | |
| Non Voted: | 47,733,653 | |
| Dr. Thomas Patton | For: | 117,220,409 |
| Withheld/Abstain: | 12,237,380 | |
| Non Voted: | 47,733,653 | |
| Stephen Goodman | For: | 110,009,274 |
| Withheld/Abstain: | 19,469,348 | |
| Non Voted: | 47,733,653 | |
| Tony Alford | For: | 112,484,100 |
| Withheld/Abstain: | 16,994,522 | |
| Non Voted: | 47,733,653 | |
| Thomas Pressello | For: | 121,330,275 |
| Withheld/Abstain: | 8,148,347 | |
| Non Voted: | 47,733,653 |
- Appointment of Auditors. The shareholders approved the appointment of MNP LLP as auditors of the Company at a remuneration to be fixed by the directors.
| For: | 175,792,914 |
|---|---|
| Withheld/Abstain: | 1,419,360 |
| Non Voted: | 1 |
- Approval of the Company's 20% Stock Option Plan. The shareholders approved the Company's 2023 20% fixed stock option plan.
| For: | 113,055,667 |
|---|---|
| Against: | 16,422,955 |
| Non Voted: | 47,733,653 |
- Approval of the creation of a new control person. The shareholders approved, on a disinterested vote basis, an ordinary resolution authorizing Tony Alford, a director of the Company, to exercise warrants to purchase common shares and/or convert convertible debentures into common shares that may result in Mr. Alford becoming a new control person of the Company.
| For: | 109,053,631 |
|---|---|
| Against: | 11,444,672 |
| Non Voted: | 3 |
- Approving the delisting from the TSX Venture Exchange. The shareholders approved the delisting of the Company from the TSX Venture Exchange.
| For: | 55,745,496 |
|---|---|
| Against: | 6,769,547 |
| Non Voted: | 47,733,653 |
Item 8.01. Other Events.
On June 26, 2023, the Company issued a news release to announce the results of the Company's Annual General and Special Meeting held on June 20, 2023. A copy of the news release is included as an exhibit to this report.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| 99.1 | News release dated June 26, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
| Lion Copper and Gold Corp. | ||
|---|---|---|
| Date: | August 4, 2023 | (Registrant) |
| /s/ Charles Travis Naugle | ||
| Charles Travis Naugle, Chief Executive Officer |
Lion Copper and Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
LION COPPER AND GOLD CORP. ANNOUNCES RESULTS OF ANNUAL GENERAL AND SPECIAL MEETING
June 26, 2023, Vancouver, British Columbia - Lion Copper and Gold Corp. ("Lion CG", or the "Company") (TSX-V: LEO) (OTCQB: LCGMF) is pleased to announce that all resolutions were passed at its annual general and special meeting of shareholders (the "Meeting") held on June 20, 2023.
All of the nominees for election as directors of the Company listed in the Company's information circular dated May 24, 2023 (the "Circular"), were re-elected for the ensuing year and the number of directors was fixed at five. Charles Travis Naugle, Dr. Thomas Patton, Stephen Goodman, Tony Alford, and Thomas Pressello were all re-elected as directors of the Company.
The Company's new 20% fixed stock option plan (the "Fixed Option Plan") was approved and replaces the Company's 2022 stock option plan ("Former Option Plan"). The Company did not seek shareholder approval of its amended 2021 restricted share unit plan ("RSU Plan") as it does not anticipate granting any additional RSUs under the RSU Plan. The number of options under the Fixed Option Plan will be set at a maximum of 61,913,595. The 29,964,283 options outstanding under the Former Option Plan and 5,333,334 RSUs outstanding under the RSU Plan will be rolled into the Fixed Option Plan thereby leaving a maximum of 26,615,978 options available for grant. The Fixed Option Plan is subject to final approval by the TSX Venture Exchange.
MNP, LLP were re-appointed as auditor for the Company for the ensuing year.
At the Meeting, shareholders of the Company approved an ordinary resolution, excluding the votes of interested persons, the creation of a new control person upon the exercise or conversion of securities held by Tony Alford into common shares of the Company, and also approved an ordinary resolution, passed on a majority of the minority basis, the delisting of the common shares of the Company from the TSX Venture Exchange.
For further details on each of the above matters, please refer to the Circular available under the Company's profile on SEDAR at www.SEDAR.com.
About Lion CG
Lion Copper and Gold Corp. is a Canadian-based company advancing its flagship copper projects at Yerington, Nevada through an Option to Earn-in Agreement with Rio Tinto.
Further information can be found at www.lioncg.com.
On behalf of the Board of Directors,
Stephen Goodman
President
For more information please contact
Karen Robertson
Corporate Communications
Email: info@lioncg.com
Website: www.lioncg.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.