8-K - LCGMF - Equibles

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):

            March 8, 2024

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: (917) 371-2966

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
N/A

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 March 8, 2024, the Company issued 4,107,998 units at $0.042 (C$0.05625) per unit and 41,707,215 common shares at $0.042 (C$0.05625) to settle $1,924,239 of debt (the "Debt Settlement"). Each unit is comprised of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance.

On March 8, 2024, the Company also issued an aggregate of 23,809,522 units a price of $0.042 (C$0.05625) per unit for aggregate gross proceeds to the Company of $1,000,000 (the "Private Placement"). Each unit consists of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of $0.056 (C$0.075) per share for a period of 5 years from the date of issuance. The Company intends to use the net proceeds from the Private Placement for general working capital purposes.

The units, the shares and the warrants were issued to accredited investors in private transactions pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended.

Item 8.01. Other Events.

The Company's press releases announcing the offer and sale of the units, the shares and the warrants, are attached as Exhibits 99.1, 99.2 and 99.3 to this Form 8-K. The press releases are being furnished with this Form 8-K and are not considered filed.

Item 9.01 Financial Statements and Exhibits.

99.1	News release dated February 15, 2024
99.2	News release dated February 26, 2024
99.3	News release dated March 8, 2024
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:	March 14, 2024	(Registrant)
		"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 PROPOSED REFINANCE

OF CONVERTIBLE DEBENTURES

February 15, 2024, Vancouver, British Columbia - Lion Copper and Gold Corp. ("Lion CG" **** or the "Company") (TSX-V: LEO) (OTCQB: LCGMF) announces that it proposes to complete a debt restructuring transaction pursuant to which it is offering to holders of its convertible debentures (the "Existing Debentures") that are due in 2024 the option to replace the Debentures (plus accrued interest) (the "Replacement Offer") as described below with new convertible debentures (the "New Debentures") or for shares ("Shares for Debt Settlement").

In June and July of 2022, the Company issued 14% unsecured Existing Debentures with an aggregate principal amount of USD$2,000,000 (the "2022 Existing Debentures") and 29,850,738 detached warrants with the 2022 Existing Debentures. In March of 2023, the Company issued 14% unsecured Existing Debentures with an aggregate principal amount of USD$1,306,172 (the "2023 Existing Debentures") and 18,461,015 detached warrants with the 2023 Existing Debentures. The Existing Debentures were originally issued with a maturity date of 20 months from the date of issuance, and the detached warrants expire on the maturity date.

Replacement Offer

Pursuant to the Replacement Offer, an aggregate of up to US$3,950,113 in principal amount of senior unsecured New Debentures plus accompanying detached warrants ("Warrants") would be issued to replace the Existing Debentures that elect to participate in the Replacement Offer. The New Debentures will have, a maturity date of 12 months; bear interest at a rate of 20% per annum, non-compounding, and accrued interest on may be converted into common shares of the Company at a conversion price equal to the Market Price (as defined in TSX Venture Exchange policies) as at the conversion date; may be converted into common shares of the Company at a conversion price of US$0.06 (C$0.08) per share, or at the holder's option into common shares the Company owns of Falcon Butte at US$0.25 (C$0.32) per share; and one Warrant will be issued for every US$0.06 of principal New Debentures issued. Each Warrant is exercisable into one common share of the Company at an exercise price of US$0.06 (C$0.08) for a period of 12 months from the date of issuance.

Insiders of the Company hold US$2,378,095 of principal and interest of Existing Debentures which are eligible to participate in Replacement Offer.

Shares for Debt Settlement

Existing Debentures that elect not to participate in the Replacement Offer may instead convert the principal and interest of their Existing Debentures into units ("Units") of the Company at US$0.045 (C$0.06) per Unit. Each Unit will be comprised of one common share and one share purchase warrant. Each warrant is exercisable into one additional common share at a price of US$0.06 (C$0.08) per share for a period of 5 years from the date of issuance. TSXV policies do not permit warrants to be issued to insiders on a securities for debt settlement.

The Replacement Offer and the Shares for Debt Settlement are subject to TSX Venture Exchange approval. The securities to be issued in connection with the Replacement Offer and the Shares for Debt Settlement are subject to a statutory four-month hold period, in accordance with applicable securities laws.

On behalf of the Board of Directors,

Stephen Goodman

President

For more information please contact:

Email: info@lioncg.com

Website: www.lioncg.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "will", or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the amendments to the terms of the Replacement Offer and the Shares of Debt Settlement. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the ability of Lion CG to implement its business strategies; competition; currency and interest rate fluctuations and other risks.

The securities referenced in this news release have not been, and will not be, registered under the U.S. Securities Act, or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

Lion Copper and Gold Corp.: Exhibit 99.2 - Filed by newsfilecorp.com

LION COPPER AND GOLD CORP. ANNOUNCES PRIVATE PLACEMENT OF US$1,000,000 AND DEBT SETTLEMENT

February 26, 2024, Vancouver, British Columbia - Lion Copper and Gold Corp. ("Lion CG" **** or the "Company") (TSX-V: LEO) (OTCQB: LCGMF) announces that it has arranged a private placement of units at a price of US$0.042 (C$0.05625) per unit for gross proceeds of up to US$1,000,000. Each Unit will consist of one common share and a share purchase warrant. Each warrant will entitle the holder to acquire one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance. The Company intends to use the proceeds of the private placement for general working capital purposes.

In addition, certain holders of up to US$2,000,000 matured 14% unsecured convertible debentures of the Company that did not participate in the offer to receive new unsecured debentures (see news releases dated February 15, 2024 and February 20, 2024) have agreed to convert the outstanding principal and accrued interest owing by the Company into units, comprised of a share and a warrant, each warrant having the same terms as the private placement warrants.

The above transactions are subject to TSX Venture Exchange acceptance.

On behalf of the Board of Directors,

Stephen Goodman

President

For more information please contact:

Email: info@lioncg.com

Website: www.lioncg.com

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "will", or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms of the Offering, the Debt Settlement transaction, and receipt of TSX Venture Exchange acceptance of the Offering and the Debt Settlement. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the ability of Lion CG to implement its business strategies; competition; currency and interest rate fluctuations and other risks.

Lion Copper and Gold Corp.: Exhibit 99.3 - Filed by newsfilecorp.com

LION COPPER AND GOLD CORP. COMPLETES US$1 MILLION PRIVATE PLACEMENT AND DEBT SETTLEMENT

March 8, 2024, Vancouver, British Columbia - Lion Copper and Gold Corp. ("Lion CG" **** or the "Company") (TSX-V: LEO) (OTCQB: LCGMF) has completed its previously announced debt settlement pursuant to which it has issued 4,107,998 units at US$0.042 (C$0.05625) per unit and 41,707,215 common shares at US$0.042 (C$0.05625) to settle US$1,924,239 of debt (the "Debt Settlement"). Each unit is comprised of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance.

The Company has also closed its previously announced private placement consisting of an aggregate of 23,809,522 units a price of US$0.042 (C$0.05625) per unit for aggregate gross proceeds to the Company of US$1,000,000 (the "Private Placement"). Each unit consists of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance. The Company intends to use the net proceeds from the Private Placement for general working capital purposes.

The securities issued in connection with the Debt Settlement and Private Placement, including any underlying securities, are subject to a statutory four-month hold period, expiring on July 9, 2024, in accordance with applicable Canadian securities laws. The securities are also subject to restrictions under U.S. securities laws, which generally restrict any resales by non-insiders for a period of six months.

Two directors of the Company participated in the Debt Settlement for a total of US$1,540,370.15 and in the Private Placement for a total of US$512,500. Their participation constitutes a "related party transaction" under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ( "MI 61-101"). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements under section 5.5(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the securities issued to the related parties did not exceed 25% of the Company's market capitalization. The Company did not file a material change report 21 days prior to the closing of the Debt Settlement and the Private Placement transactions because the details of participation had not been confirmed at that time.

Early Warning Disclosure

Tony Alford ("Alford"), a director of the Company, acquired 35,946,812 common shares of the Company at a price of C$0.05625 (US$0.042) per share pursuant to the Debt Settlement. He also acquired 9,821,428 units of the Company at a price of C$0.05625 (US$0.042) per unit pursuant to the Private Placement. Each unit consists of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance. In addition, he disposed of convertible debentures in the principal amount of US$1,241,000 and 22,342,638 warrants.

Immediately prior to the acquisitions and dispositions described above, Alford held a total of 47,515,269 common shares (which includes shares held directly and held jointly with his spouse), 23,175,971 common share purchase warrants, convertible debentures in the principal amount of US$50,000, and 15,302,713 stock options, and indirectly held 15,234,794 common shares that are registered to his spouse.

As a result of the acquisitions and dispositions described above, Alford owns and/or has control over an aggregate of 93,283,509 common shares (which includes shares held directly and held jointly with his spouse), 33,830,732 common share purchase warrants, convertible debentures in the principal amount of US$50,000, and 15,302,713 stock options, and indirectly holds 15,234,794 common shares that are registered to his spouse, representing approximately 27.64% of the Company's undiluted issued and outstanding common shares. Assuming exercise of the 33,830,732 common share purchase warrants, 15,302,713 stock options, and conversion of convertible debentures in the principal amount of US$50,000, Alford will hold 118,885,341 common shares of the Company, representing approximately 30.24% of the common shares of the Company on a partially diluted basis, assuming no further common shares of the Company are issued.

Alford acquired the securities of the Company for investment purposes, and may, depending on market and other conditions, increase or decrease his beneficial ownership of the Company's securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The disclosure respecting Alford's security holdings of the Company contained in this news release is made pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 - Take-Over Bids and Issuer Bids, and a report respecting the above acquisition will be filed with the applicable securities regulatory authorities and will be available for viewing under the Company's profile on the SEDAR+ website at www.sedarplus.ca.

On behalf of the Board of Directors,

Stephen Goodman

President

For more information please contact:

Email: info@lioncg.com

Website: www.lioncg.com

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "will", or the negative of these terms and similar expressions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the ability of Lion CG to implement its business strategies; competition; currency and interest rate fluctuations and other risks.