6-K - LCGMF - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2022.

Commission File Number: 0-55139

LION COPPER AND GOLD CORP.(Translation of registrant's name into English)

c/o #1200 - 750 West Pender Street

Vancouver, British Columbia, V6C 2T8(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40- F. Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Change of Auditor

PricewaterhouseCoopers LLP ("PwC") appointment as independent registered public accountant for Lion Copper and Gold Corp. (the "Company") ended effective October 25, 2021. The Company's Audit Committee recommended to the Company's Board of Directors that a change in auditors be approved.

On October 25, 2021, the Company's Board of Directors appointed MNP LLP ("MNP") as the Company's independent auditor.

PwC reports on the Company's financial statements for the fiscal years ended December 31, 2020 and December 31, 2019 contained no adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's fiscal years ended December 31, 2020 and December 31, 2019, and the subsequent year ended December 31, 2021

(i) there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the Registrant's financial statements for such years, and

(ii) there were no "reportable events" of the kind described in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

On October 25, 2021, the Company by action of its Board of Directors upon the recommendation of the Company's Audit Committee engaged MNP as the independent registered public accounting firm to audit the Company's financial statements for the fiscal year ending December 31, 2021. During the Company's fiscal years ended December 31, 2020 and December 31, 2019, neither the Company, nor anyone on its behalf has consulted MNP on items which (i) concerned the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Registrant's financial statements or (ii) concerned the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K) or reportable events (as described in paragraph (a)(1)(v) of said Item 304).

DOCUMENTS INCLUDED AS PART OF THIS FORM 6-K

See the Exhibit Index hereto.

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.

			Lion Copper and Gold Corp.
Date:	April 28, 2022		(Registrant)
		By:	/s/ Stephen Goodman
			Name: Stephen Goodman
			Title: President

EXHIBIT INDEX

Exhibit Number	Description
99.1	Notice of Change of Auditor dated October 25, 2021
99.2	Letter from former auditor dated October 25, 2021
99.3	Letter from successor auditor dated October 25, 2021

Lion Copper and Gold Corp.: Exhibit 99.1 - Filed by newsfilecorp.com

EXHIBIT 99.1

QUATERRA RESOURCES INC.

(the "Company")

NOTICE OF CHANGE OF AUDITOR

Pursuant to Section 4.11 of National Instrument 51-102 Continuous Disclosure Obligations ("NI 51- 102"), the Company hereby gives notice of the following:

The board of directors of the Company have determined to appoint MNP LLP as the Company's auditor in place of PricewaterhouseCoopers LLP (the former auditor), effective as of October 25, 2021, and to propose MNP LLP for appointment as the auditor of the Company at its next annual general meeting.
The resignation of the former auditor and the appointment of the successor auditor have been approved by the Company's board of directors.
There were no reservations or modified opinions in the former auditor's reports on any of the Company's financial statements relating to the Company's two most recently completed fiscal years or any period subsequent to the most recently completed period for which an audit report was issued and preceding October 25, 2021.
There has not been a "reportable event" (as such term is defined in section 4.11(1) of NI 51- 102), between the Company and the former auditor.

Dated this 25^th^ day of October, 2021.

QUATERRA RESOURCES INC.

By:	"Stephen Goodman"
	Stephen Goodman
	President

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

EXHIBIT 99.2

October 25, 2021

British Columbia Securities Commission Alberta Securities Commission

We have read the statements made by Quaterra Resources Inc. in the attached copy of change of auditor notice dated October 25, 2021, which we understand will be filed pursuant to Section 4.11 of National Instrument 51-102.

We agree with the statements in the change of auditor notice dated October 25, 2021.

Yours very truly,

Chartered Professional Accountants

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

EXHIBIT 99.3

October 25, 2021

British Columbia Securities Commission (BCSC)

701 West Georgia Street

P.O. Box 10142, Pacific Centre

Vancouver, BC V7Y 1L2

and -

Alberta Securities Commission Suite 600, 250-5th St. SW Calgary, Alberta, T2P 0R4

Dear Sirs and Mesdames:

Re: Quaterra Resources Inc. (the "Company")

Please be advised that, in connection with National Instrument 51-102 - Continuous Disclosure Obligations, and in connection with our proposed engagement as auditor of the Company, we hereby notify you that we have reviewed the Company's Notice of Change of Auditor dated October 25, 2021 and, based on our knowledge at this time, are in agreement with the statements contained in the Notice.

We understand that the Notice of Change of Auditor, this letter, and a letter from the former auditor will be disclosed in the Information Circular to be mailed to all shareholders of the Company for the Company's next Annual General Meeting at which action is to be taken concerning the appointment of auditors.

Yours very truly,

Chartered Professional Accounts