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):
April 4, 2025
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: (775) 463-9600
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 4, 2025, John Banning, the previous Chief Operating Officer of Lion Copper and Gold Corp. (the "Registrant"), was appointed as the Chief Executive Officer ("CEO") of the Registrant.
Mr. Banning, age 49, is an experienced mining executive focused on outcomes and excellence through the development of high-performance teams. He is a dynamic leader with 25 years of corporate, strategic, feasibility, project design, construction, and operations experience across numerous commodities with a focus on copper. He has a proven track record in areas of people, risk management, and system and process improvement to drive rapid and sustainable business improvement. Mr. Banning has a B.S. in Mining Engineering from Montana Tech School of Mines and is a Qualified Person - Mining (QP-MMSA).
The principal occupations and employment of Mr. Banning during the past five years are as follows:
- Chief Operating Officer and Vice President - Lion Copper and Gold Corp.
- Chief Operating Officer - Cyprium Metals Limited
- General Manager Nifty Copper Project - Cyprium Metals Limited
- Managing Director - Business Agility Pty Ltd
Effective April 4, 2025, the Registrant and Mr. Banning entered into an employment contract (the "Banning Agreement"), pursuant to which the Registrant will pay Mr. Banning an annual salary of US$250,000 for his services as CEO. Pursuant to the terms of the Banning Agreement, the Registrant has granted Mr. Banning 3,750,000 options with an exercise price of US$0.08 per share which vest upon the Registrant achieving a market capitalization of US$100,000,000, and an additional 3,750,000 options with an exercise price of US$0.08 per share which vest upon the Registrant achieving a market capitalization of US$200,000,000. The options will expire on April 4, 2030. In the event Mr. Banning is terminated in the 12 months following a change in control of the Registrant, he will be entitled to a severance payment equal to 12 months of his then current base salary.
On April 4, 2025, Steven Dischler resigned as the CEO of the Registrant. He continues to sit on the Registrant's Board of Directors and will transition to a role as Director of Community Relations.
Item 7.01. Regulation FD.
On April 7, 2025, the Company issued a news release announcing the appointment of John Banning as CEO and the resignation of Steven Dischler. A copy of the press release is attached to this report as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in Item 7.01 and in the press release is deemed to be "furnished" and shall not be deemed "filed" for purposes of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
| Item 9.01 | Exhibits. |
|---|---|
| 99.1 | News release dated April 7, 2025* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Furnished and not filed, in accordance with General Instruction B.2 of the Form 8-K
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: | April 9, 2025 | (Registrant) |
| /s/ John Banning | ||
| John Banning, Chief Executive Officer |
Lion Copper and Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com
Lion Copper & Gold Announces Leadership Transition
John Banning Appointed CEO to Lead Company Through Next Phase of Development
Yerington, Nevada--(Newsfile Corp. - April 7, 2025) - Lion Copper and Gold (OTCQB: LCGMF) (CSE: LEO) ("Lion CG" or "the Company") is pleased to announce a strategic leadership transition as the Company advances its flagship Yerington Copper Project.
Steven Dischler has stepped down as Chief Executive Officer (CEO), effective April 4, 2025. He will transition to a newly created role as Director of Community Relations, where he will focus on enhancing stakeholder engagement and fostering relationships with local communities in Mason Valley.
The Board of Directors has appointed John Banning, previously serving as Chief Operating Officer (COO), as the new CEO, effective immediately. Mr. Banning will lead the Company through the completion of its upcoming Pre-Feasibility Study, and subsequent development phases of the Yerington Copper Project.
C. Travis Naugle, Co-Chairman of Lion CG, commented: "On behalf of the Board of Directors, I would like to express our sincere gratitude to Steve Dischler for his exemplary leadership and dedication to the Company. Under Steve's guidance, the Company has achieved significant milestones, most notably the successful return of our critical water rights essential for the Project's advancement. John's project and operational experience positions him ideally to lead our Pre-Feasibility Study completion and future Feasibility Study. The Board has structured John's compensation to include significant performance warrants that align directly with increasing shareholder value and the Company's long-term success. We firmly believe in the tremendous potential of the Yerington Copper Project and have designed our executive incentives to ensure our leadership team is fully aligned with realizing that value for our shareholders."
As part of Mr. Banning's executive compensation package, the Company has granted the following performance options:
- 3,750,000 performance options with an exercise price of US$0.08 per share, vesting upon the Company achieving a market capitalization of US$100,000,000.
- An additional 3,750,000 performance options with an exercise price of US$0.08 per share, vesting upon the Company achieving a market capitalization of US$200,000,000.
John Banning commented: "I am honored to take on the role and lead Lion Copper and Gold during this extraordinary domestic copper climate and incredibly exciting development phase of the Company's Yerington Copper Project in Nevada," said Mr. Banning. "I look forward to working with Lion CG's talented team to continue developing the potential of our assets, driving value and growth for our stakeholders."
The leadership transition aligns with Lion CG's commitment to advancing the Yerington Copper Project as a future cornerstone of domestic copper production, supporting the growing demand for critical metals essential to the clean energy transition and national security.
About Lion CG
Lion Copper and Gold Corp. is advancing its flagship copper project in Yerington, Nevada through an Option to Earn-in Agreement with Nuton LLC, a Rio Tinto Venture.
Further information can be found at www.lioncg.com.
On behalf of the Board of Directors
Co-Chairman
775-463-9600
For more information please contact:
Email: info@lioncg.com
Website: www.lioncg.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/247561