8-K

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):

            November 19, 2024

LION COPPER AND GOLD CORP.(Exact name of registrant as specified in its charter)

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

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:

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 7.01. Regulation FD.

On November 19, 2024, Lion Copper and Gold Corp. (the "Registrant") issued a press release announcing that it will receive additional funding of US$5,000,000, through an amended earn-in agreement, for its copper project located in Yerington Nevada. 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.

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.: Exhibit 99.1 - Filed by newsfilecorp.com

LION COPPER AND GOLD CORP. RECEIVES ADDITIONAL NUTON FUNDING OF US$5,000,000 AT THE YERINGTON COPPER PROJECT

Lion Copper and Gold Announces Amendment to Stage 2 Program of Work Agreement for advanced studies and completion of the PFS

Yerington, Nevada-(Newsfile Corp. - November 19, 2024) - Lion Copper and Gold Corp. (CSE: LEO) (OTCQB: LCGMF) ("Lion CG" or the "Company") is pleased to announce that Nuton LLC ("Nuton"), a wholly-owned subsidiary of Rio Tinto, and the Company (the "Parties") have agreed to a Stage 2c Program of Work Amendment. Stage 2c will be completed under the terms of the Option to Earn-in Agreement ("the Agreement"), dated March 18, 2022 and subsequent amendments. See news releases dated March 21, 2022, January 5, 2023, October 20, 2023 and December 27, 2023 for further details.

Under Stage 2c, the Parties have agreed to extend the term of Stage 2 to June 30, 2025.  The Stage 2c work program includes advanced studies at Yerington, and completion of the pre-feasibility study (PFS) incorporating Rio Tinto's Nuton^TM^ technologies.

"We are pleased to continue working closely with Nuton to advance our Yerington Copper Project toward production. Applying Nuton's technologies has the potential to unlock substantial value by producing domestic copper with significant environmental, social and economic benefits compared to traditional copper production methods. The current funding reinforces Nuton's and Lion CG's aligned goal to demonstrate the commercial deployment of Nuton^TM^ copper leaching technologies at Yerington, a historical mining district with a copper endowment of over 17 billion pounds," stated Steve Dischler, CEO of Lion CG.

The advanced studies will continue de-risking the Yerington Copper Project and, upon receipt of required permits from the Nevada Department of Environmental Protection (NDEP), include additional exploration and geotechnical drilling at the Yerington site. The Stage 2c results will be used to inform Nuton's Stage 3 decision on whether to proceed with a Feasibility Study and earn-in, per the Agreement. Stage 2c will be funded with $5 million from Nuton as an advance on Stage 3. This brings the total funding provided by Nuton under the Agreement to US$28.0M, of which US$19M is advance funding of Stage 3.

About Lion CG (www.lioncg.com, nuton.tech/partnerships)

Lion Copper and Gold Corp. is a Canadian-based company advancing its flagship copper assets at Yerington, Nevada through an Option to Earn-in Agreement with Nuton LLC, a Rio Tinto Venture.

About Nuton (nuton.tech)

Nuton is an innovative venture that aims to help grow Rio Tinto's copper business. At the core of Nuton is a portfolio of proprietary copper leaching related technologies and capability - a product of almost 30 years of research and development. Nuton offers the potential to economically unlock copper from primary sulfide resources through leaching, achieving market-leading recovery rates and contributing to an increase in copper production at new and ongoing operations-. One of the key differentiators of Nuton is the ambition to produce the world's lowest footprint copper while having at least one Positive Impact at each of our deployment sites, across our five pillars: water, energy, land, materials and society.

NutonTM Technologies The Nuton^TM^ technologies are proprietary Rio Tinto-developed copper heap-leach related processing and modeling technologies, capability and intellectual property.

On behalf of the Board of Directors,

Steven Dischler Chief Executive Officer

For more information please contact: Email: info@lioncg.com

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

The technical information in this news release has been reviewed and approved by Steven Dischler, CEO of Lion Copper and Gold Corp., a registered Professional Engineer and a qualified person as defined in NI 43-101.

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", "expect", 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 future exploration activities and anticipated results. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, risks associated with exploration activity; 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.