Lion Copper Corp 8-K, filed Oct 21, 2026
Lion Copper Corp. (LCU)
About this 8-K
Lion Copper Corp filed this 8-K on October 21, 2026, reporting on events of October 15, 2026.
Lion Copper Corp. completed restructuring US$2,700,000 secured convertible debentures, extending maturity to May 6, 2027, and issued 518,135 warrants exercisable at US$4.17 per share until November 6, 2031. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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 1.01. Entry into a Material Definitive Agreement.
On October 15 and 16, 2026, Lion Copper Corp. (the "Company") agreed with the debenture holders, James Morris Jr., Elyse Stack, Tony Alford, Mark Sharman, Dobyns Revocable Trust U/A May 9, 2017 and Jeffrey Collins, to restructure its secured convertible debentures issued on November 6, 2025, in the aggregate principal amount of US$2,700,000 (the "Debentures"). The Debentures bear interest at 12% per annum, were originally scheduled to mature on November 6, 2026 and are convertible into common shares of the Company at US$2.6055 per share.
Under the restructuring, all accrued interest will be paid as at November 6, 2026, and the maturity date of the Debentures has been extended to May 6, 2027. Interest on the restructured Debentures will remain payable in cash or common shares of the Company, at the Company's election, as at the extended maturity date.
As consideration for the holders' agreement to the restructuring, the Company issued an aggregate of 518,135 common share purchase warrants (the "Warrants") to the holders. Each Warrant entitles its holder to purchase one common share of the Company at an exercise price of US$4.17 until November 6, 2031. The restructuring was completed and the Warrants were issued on October 20, 2026.
Tony Alford, Co-Chairman of the Company's Board of Directors and a beneficial owner of more than 20% of the Company's outstanding common shares, and Mark Sharman, a director of the Company, are holders of Debentures subject to the restructuring. In consideration for their agreement to the restructuring, Messrs. Alford and Sharman received a portion of the Warrants described above.
Item 3.02. Unregistered Sales of Equity Securities.
The information regarding the Warrants and the restructuring set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Warrants were issued as consideration for the holders' agreement to the restructuring, rather than for cash. If all Warrants are exercised for cash, the Company would receive aggregate gross proceeds of US$2,160,622.95.
The Warrants and the common shares issuable upon their exercise have not been, and may not be registered under the Securities Act of 1933, as amended (the "Securities Act"). The Debentures and the Warrants were issued to accredited investors in private transactions pursuant to Rule 506(b) of Regulation D under the Securities Act. The Warrants and underlying common shares are subject to a four-month statutory hold period, expiring on February 21, 2027, under applicable Canadian securities legislation and applicable United States resale restrictions.
Item 7.01 Regulation FD Disclosure.
On October 12, 2026, the Company issued a news release announcing the restructuring described in Item 1.01, and on October 21, 2026, the Company issued a news release announcing the completion of the restructuring and the engagement of Atrium Research Corporation ("Atrium Research") to provide equity research services, for which the Company will pay Atrium Research an upfront cash fee of C$38,000 (plus applicable GST) for an initial term beginning October 15, 2026 and ending June 30, 2027, and C$12,000 (plus applicable GST) per quarter thereafter. Atrium Research has no direct or indirect interest in the Company or its securities, or any right or intent to acquire such an interest. Copies of the news releases are furnished as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.
The information and exhibits furnished pursuant to Item 7.01 are being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
The Board of Directors (the "Board") of the Company is disclosing the current composition of its Audit Committee, Compensation Committee, and Governance and Nominating Committee, each as constituted by the Board following the Company's annual general meeting of shareholders held on August 12, 2026.
Audit Committee: Frederick Scruggs (Chair), Thomas C. Patton, and Mark Sharman.
Compensation Committee: Thomas C. Patton (Chair), Frederick Scruggs, and Mark Sharman.
Governance and Nominating Committee: Mark Sharman (Chair), Thomas C. Patton, and Frederick Scruggs.
Each of Messrs. Patton, Scruggs, and Sharman has been determined by the Board to be "independent" within the meaning of Nasdaq Listing Rule 5605(a)(2).
In addition, on August 21, 2026, the Board adopted the following charters and policies:
- the Audit Committee Charter;
- the Compensation Committee Charter;
- the Governance and Nominating Committee Charter;
- the Insider Trading Policy;
- the Incentive Compensation Recovery Policy;
- the Code of Business Conduct and Ethics; and
- the Policy for Receipt of Complaints and Whistleblower Protection.
Item 9.01 Financial Statements and Exhibits.
| 99.1* | News release dated October 12, 2026 |
| 99.2* | News release dated October 21, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
*These Exhibits are intended to be furnished to, and not filed with, the Commission pursuant to General Instruction B.2 of 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 Corp. | |||
| Date: | October 21, 2026 | (Registrant) | |
| /s/ Maria Milagros Paredes | |||
| Maria Milagros Paredes | |||
| Chief Financial Officer |
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CSE: LCU | OTCQB: LCGMD |
Lion Copper Restructures Convertible Debentures
October 12, 2026, Yerington, Nevada - Lion Copper Corp. (the "Company") (CSE: LCU) (OTCQB: LCGMD) announces that it has agreed to restructure its previously issued secured convertible debentures in the principal amount of US$2,700,000 bearing interest at a rate of 12% per annum and maturing on November 6, 2026 (the "Debentures"). The restructuring of the Debentures will result in all accrued interest being paid as at November 6, 2026, and the maturity date of the restructured Debentures being May 6, 2027. Interest on the restructured Debentures will remain payable in cash or common shares of the Company, as determined by the Company, as at the extended maturity date.
As consideration for the agreement of the Debenture holders to the restructuring the Company will issue an aggregate of 518,135 common share purchase warrants of the Company (the "Warrants") to the holders of the Debentures. Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Share") at an exercise price of US$4.17 per Share until November 6, 2031.
The Debentures were originally issued on November 6, 2025 and are convertible into common shares of the Company at the rate of US$2.6055 per share.
The Warrants and underlying Shares are subject to a statutory hold period of four months in accordance with applicable Canadian securities legislation. The securities are also subject to restrictions on resale under Rule 144 under US Securities laws.
Completion of the transactions contemplated herein is subject to completion of filings required by the Canadian Securities Exchange.
The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.
About Lion Copper Corp.
Lion Copper Corp. is advancing its flagship copper project in Yerington, Nevada through an 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
John Banning
Chief Executive Officer & Director
For more information please contact:
Email: info@lioncg.com
Website: www.lioncg.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release includes certain statements that may be deemed "forward-looking statements". All statements in this news release, other than statements of historical facts, that address events or developments that the Company expects to occur, are forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in the forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of the Company's management on the date the statements are made. Except as required by applicable securities laws, the Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
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NASDAQ: LCU | CSE: LCU |
Lion Copper Corp. Completes Restructuring of Convertible Debentures and Engages Atrium Research Corporation for Equity Research Coverage
Debenture maturity extended to May 6, 2027; Atrium Research to initiate research coverage as Lion broadens its investor reach following its Nasdaq listing
YERINGTON, NEVADA - October 21, 2026 - Lion Copper Corp. ("Lion" or the "Company") (Nasdaq: LCU) (CSE: LCU) is pleased to announce that it has completed the restructuring of its secured convertible debentures, as previously announced in the Company's news release dated October 12, 2026, and has engaged Atrium Research Corporation ("Atrium Research") to provide equity research services to the Company.
Completion of Debenture Restructuring
The Company has completed the restructuring of its previously issued secured convertible debentures in the aggregate principal amount of US$2,700,000, bearing interest at a rate of 12% per annum and originally maturing on November 6, 2026 (the "Debentures"). The Debentures were originally issued on November 6, 2025.
The key terms of the restructured Debentures are as follows:
• Extended Maturity: The maturity date of the Debentures has been extended from November 6, 2026 to May 6, 2027.
• Accrued Interest: All interest accrued on the Debentures will be paid as at November 6, 2026.
• Interest During the Extended Term: Interest on the restructured Debentures will remain payable in cash or common shares of the Company, as determined by the Company, as at the extended maturity date.
• Conversion Price: The Debentures remain convertible into common shares of the Company at a conversion price of US$2.6055 per share.
In connection with the debenture restructuring, the Company has issued an aggregate of 518,135 common share purchase warrants (the "Warrants") to the holders of the Debentures. Each Warrant entitles the holder thereof to purchase one common share of the Company (a "Share") at an exercise price of US$4.17 per Share until November 6, 2031.
The Warrants and any Shares issuable upon exercise of the Warrants are subject to a statutory hold period of four months from the date of issuance, expiring on February 21, 2027, in accordance with applicable Canadian securities legislation. The securities are also "restricted securities" subject to restrictions on resale under Rule 144 under the United States Securities Act of 1933, as amended (the "U.S. Securities Act").
The securities referred to in this news release have not been and will not be registered under the U.S. Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Engagement of Atrium Research Corporation
The Company has engaged Atrium Research Corporation, a Toronto-based equity research firm, to provide research services to assist the Company in presenting its investment case to potential investors, including fund managers, family offices and high-net-worth individuals.
Under the engagement, Atrium Research will publish an in-depth initiation report on the Company, including an investment thesis, analysis of the Company's strategy and outlook, peer comparison, financial analysis with estimates, and a valuation and target price. The initiation report is expected within three to five weeks of the initial payment. Atrium Research will also publish at least four additional research reports during the term of the engagement, tied to the Company's material news, and will conduct two video interviews with management. Atrium Research's reports and financial estimates are distributed through platforms including Bloomberg, Refinitiv, FactSet, S&P Global and AlphaSense, as well as to its email distribution focused on the small and micro-cap market.
In consideration of the services to be provided, the Company will pay Atrium Research an upfront cash fee of C$38,000 (plus applicable GST) for an initial term commencing October 15, 2026 and ending June 30, 2027. Following the initial term, the engagement will continue on a quarter-to-quarter basis at a fee of C$12,000 (plus applicable GST) per quarter, unless the Company elects otherwise in writing at least thirty days before the end of the initial term. Either party may terminate a quarter-to-quarter extension on thirty days' written notice. The Company will also reimburse Atrium Research for reasonable out-of-pocket expenses approved in advance by the Company. No securities of the Company will be issued to Atrium Research as compensation for its services.
Atrium Research retains editorial direction over the content of its research reports and financial models, which are based on publicly available information, industry data and discussions with management. Atrium Research will provide content to the Company for fact-checking and will make any necessary factual corrections. Atrium Research does not have any interest, directly or indirectly, in the Company or its securities, or any right or intent to acquire such an interest.
About Atrium Research Corporation
Atrium Research provides institutional quality company sponsored research on public equities in North America. Its investment philosophy takes a 3-5 year view on equities currently being overlooked by the market. Its research process emphasizes understanding the key performance metrics for each specific company, trustworthy management teams, and an in-depth valuation analysis. Atrium Research is wholly owned and operated by its Co-Founders, Ben Pirie and Nicholas Cortellucci.
Atrium Research Corporation
906-81 Navy Wharf Court
Toronto, ON, M5V 3S2
Ben Pirie - bpirie@atriumresearch.ca, 647-688-9661
Nicholas Cortellucci - ncortellucci@atriumresearch.ca, 647-391-3314
About Lion Copper Corp.
Lion Copper Corp. is a U.S.-focused copper development company advancing its flagship Yerington Copper Project in Lyon County, Nevada. The Company's strategy is focused on developing significant domestic copper resources and establishing a potential long-term source of copper cathode for the United States.
Lion is progressing a Definitive Feasibility Study and permitting activities for the Yerington Copper Project, with the objective of advancing the project toward a future development and investment decision.
Further information can be found at www.lioncg.com.
John Banning
Chief Executive Officer & Director
info@lioncg.com
Forward-Looking Statements
Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.
This news release includes forward-looking statements within the meaning of applicable securities laws. Except for statements of historical fact, any information contained in this news release may be a forward-looking statement that reflects the Company's current views about future events and is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include statements relating to the restructured Debentures, including the payment of accrued interest, the form of payment of interest during the extended term, and the repayment or conversion of the Debentures at or before the extended maturity date; the potential exercise of the Warrants; the engagement of Atrium Research, including the research services to be provided, the timing of the initiation report, and the anticipated benefits of the engagement, including broadening the Company's reach to investors; and the advancement of the Yerington Copper Project, including the Definitive Feasibility Study and future development, investment and financing decisions. Forward-looking statements are based on certain assumptions, including that the Company will have sufficient funds to pay interest and principal on the Debentures when due and that Atrium Research will deliver the research services as contemplated. Although the Company believes that it has a reasonable basis for each forward-looking statement, these statements are based on facts and factors currently known to the Company and its expectations of the future, about which the Company cannot be certain. Factors that could cause actual results to differ materially include market prices, the continued availability of capital and financing, and general economic, market or business conditions. The Company cannot assure that actual results will be consistent with these forward-looking statements. These forward-looking statements speak only as of the date of this news release, and the Company undertakes no obligation to revise or update any forward-looking statements for any reason, except as required by applicable law.