LCGMF 10-K & 10-Q changes, risk factors and insider trading
Lion Copper Corp. (also LCGMD) · Metal Mining · CIK 1339688 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Investing in our common shares involves a high degree of risk. You should consider carefully the risks described below, together with the other information contained in this Annual Report, including our consolidated financial statements and related notes. If any of the following risks materialize, our business, financial condition, results of operations, and future prospects may be materially and adversely affected, and the market price of our common shares could decline.”
New heading “The risks described below are not the only risks we face.”
New heading “We have a history of losses, no revenue from mining operations and may never achieve profitability.”
New heading “We are dependent on a single material project, and any adverse development affecting the Project would materially harm our business.”
New heading “We rely significantly on our collaboration with Nuton”
New heading “We will require substantial additional capital to advance the Project.”
New heading “Our investment in Falcon Copper Corp. and related valuation judgments may result in significant volatility in our financial results.”
New heading “Risks Related to the Mining Industry”
New heading “Our mineral resource and reserve estimates are subject to significant uncertainty and may not be realized.”
New heading “Fluctuations in copper prices may may adversely affect the economic viability of the Project.”
New heading “Our operations are subject to extensive environmental and permitting requirements.”
New heading “Risks Related to Our Securities and Capital Structure”
New heading “Our largest shareholder has significant influence over our Company.”
New heading “Our share price may be volatile and trading volume may remain limited.”
New heading “Future equity issuances may dilute existing shareholders.”
New heading “Risks Related to Governance, Compliance and Reporting”
New heading “As a Canadian company subject to U.S. reporting obligations, we are subject to complex compliance requirements.”
New heading “We are subject to risks associated with internal control over financial reporting.”
New heading “Overlapping leadership roles may give rise to conflicts of interest.”
New heading “Cybersecurity threats could disrupt our operations and adversely affect our business.”
New heading “Risks Related to Strategic Initiatives and Forward-Looking Statements”
New heading “We may pursue strategic initiatives that involve execution risks.”
New heading “Forward-looking statements involve significant risks and uncertainties.”
New heading “Global economic conditions may adversely affect our business.”
New heading “The Company is possibly a "passive foreign investment company", which would likely have adverse U.S. federal income tax consequences for U.S. shareholders.”
Removed heading “The Company's securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company's Canadian and U.S. regulatory filings prior to making an investment in the Company.”
Removed heading “Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and/or quality to return a profit from production. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Company's securities. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's operations.”
Removed heading “The Company may require additional funding to complete further exploration programs.”
Removed heading “Risks related to the Nuton LLC (A Rio Tinto Venture) option agreement”
Removed heading “The Company has a history of losses and anticipates incurring losses for the foreseeable future.”
Removed heading “Future equity transactions could cause dilution of present and prospective shareholders.”
Removed heading “The Company's exploration programs may not result in a commercial mining operation.”
Removed heading “The Company does not have Proven Mineral Reserves or Probable Mineral Reserves.”
Removed heading “Mineral resource estimates are subject to updates which may differ from prior estimates and adversely affect the value of the Company's properties.”
Removed heading “The Company's future business and financial condition are dependent upon resource prices.”
Removed heading “Some of the Company's directors and officers may have conflicts of interest due to their involvement with other natural resource companies.”
Removed heading “The Company may experience difficulty attracting and retaining qualified management to grow Lion CG's business.”
Removed heading “The Company may be limited in its ability to manage growth.”
Removed heading “Environmental and other regulatory requirements may limit the Company's operations and increase expenses.”
Removed heading “Operating hazards associated with mining may expose the Company to liability.”
Removed heading “Enforcement of judgments or bringing actions outside the United States against the Company and its directors and officers may be difficult.”
Removed heading “The Company believes it is possibly a "passive foreign investment company," which would likely have adverse U.S. federal income tax consequences for U.S. shareholders.”
Removed heading “We have never paid nor do we expect in the near future to pay dividends.”
Removed heading “Broker-dealers may be discouraged from effecting transactions in shares of common stock because they are considered a penny stock and are subject to the penny stock rules.”
Removed heading “Climate change-related risks may have a negative impact on the Company's operations, financial position and market performance.”
Removed heading “The Company is required to comply with Canadian securities regulations and are subject to additional regulatory scrutiny in Canada.”
Removed heading “The Company is dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration. A cybersecurity breach could occur and result in information theft, data corruption, operational disruption, disclosure of business sensitive, confidential or personally identifiable information, misdirected wire transfers, reputational harm, and financial loss.”
Removed heading “The Company is or may become subject to data privacy laws, regulations, litigation and directives relating to our processing of personal information.”
Removed heading “Possible amendments to the General Mining Law could make it more difficult or impossible for us to execute our business plan.”
Largest changes
“The jurisdictions in which we operate (including the United States) have laws governing how we must respond to a cyber incident that results in the unauthorized access, disclosure, or loss of personal information. Additionally, new laws and regulations governing data privacy and unauthorized disclosure of personal information and imposing certain cybersecurity-related requirements may provide for a private right of action and imposition of significant fines, pose increasingly complex compliance challenges. Some or all of such legislation will elevate our compliance costs over time. …”see in full comparison
“The Company is or may become subject to data privacy laws, regulations, litigation and directives relating to our processing of personal information.”see in full comparison
“We rely on information technology systems and third-party service providers for our operations. Despite the cybersecurity measures we have implemented, our systems and those of our service providers remain vulnerable to cyberattacks, including phishing, malware, ransomware and unauthorized access. A successful cybersecurity incident could result in operational disruptions, financial losses, theft or loss of sensitive data, reputational harm or regulatory exposure. In addition, responding to cybersecurity incidents could require significant management time and resources. See "Item 1C. …”see in full comparison
“The Company is dependent upon information technology systems, which are subject to disruption, damage, failure and risks associated with implementation and integration. A cybersecurity breach could occur and result in information theft, data corruption, operational disruption, disclosure of business sensitive, confidential or personally identifiable information, misdirected wire transfers, reputational harm, and financial loss.”see in full comparison
“The Company also subject to increased regulatory scrutiny and costs associated with complying with securities legislation in Canada. For example, we are subject to civil liability for misrepresentations in written disclosure and oral statements. …”see in full comparison
“The Company is dependent upon information technology systems in the conduct of our operations. Our information technology systems are subject to disruption, damage or failure from a variety of sources, including, without limitation, computer viruses, security breaches, cyber-attacks, natural disasters and defects in design. …”see in full comparison
Full comparison: every changed paragraph (124)
Investing in our common shares involves a high degree of risk. You should consider carefully the risks described below, together with the other information contained in this Annual Report, including our consolidated financial statements and related notes. If any of the following risks materialize, our business, financial condition, results of operations, and future prospects may be materially and adversely affected, and the market price of our common shares could decline.
The risks described below are not the only risks we face.
In addition to the factors discussed elsewhere in this Form 10-K, the following are certain material risks and uncertainties that are specific to our industry and properties that could materially adversely affect our business, financial condition and results of operations.
The Company's securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company's Canadian and U.S. regulatory filings prior to making an investment in the Company.
Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and/or quality to return a profit from production. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Company's securities. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's operations.
Risks relatedRelated to theOur CompanyBusiness and Financial Condition
We have a history of losses, no revenue from mining operations and may never achieve profitability.
We have not generated revenue from mineral production and do not expect to do so in the foreseeable future. Our activities are speculative and capital-intensive, and we expect to continue incurring losses unless and until we achieve commercial production, which may never occur. Our ability to achieve profitability depends on successful completion of the feasibility study, permitting, project financing and development of the Yerington Copper Project.
We are dependent on a single material project, and any adverse development affecting the Project would materially harm our business.
Our principal asset is the PFS-level Yerington Copper Project in Nevada, and our business and prospects are highly dependent on its advancement. As a result, we are particularly exposed to risks affecting the Project, including unfavorable technical results, cost increases, engineering challenges, permitting delays, environmental or regulatory developments, declines in copper prices, financing constraints or changes in our option agreement with Nuton. If any of the foregoing occurs, it could materially and adversely affect our business, financial condition and results of operations.
Advancing the Project through a feasibility study may encounter unexpected technical challenges that could reduce projected economic returns, delay production, or require additional capital expenditures.
We rely significantly on our collaboration with Nuton
Advancement of the Yerington Copper Project depends significantly on the agreement with Nuton. Nuton has elected to proceed to the feasibility study stage and has provided a lump-sum payment of $30.5 million to us. Further advancement of the Project remains subject to future technical results, investment decisions and funding approvals by Nuton, which retains discretion regarding future participation. If Nuton elects not to proceed beyond the current stage in accordance with the agreement, we may not have sufficient financial or technical resources to advance the project independently.
We will require substantial additional capital to advance the Project.
Our development plan relies substantially on funding from Nuton and potentially other equity or debt financing. There is no assurance that Nuton or other sources will provide funding on acceptable terms or at all. Our ability to raise additional funds depends on market conditions, investor sentiment, copper prices and other factors. In the absence of such financing, we may delay or suspend planned activities or dispose of interests in our mineral properties.
Our investment in Falcon Copper Corp. and related valuation judgments may result in significant volatility in our financial results.
As of December 31, 2025, we deconsolidated Falcon Copper Corp. (“FCC”) and recognized a non-cash gain based primarily on the estimated fair value of our retained interest at the date of deconsolidation. FCC is a private, exploration-stage company with no active trading market for its shares. Accordingly, the initial carrying value of our retained investment, including an implied share price of $0.31, was determined using significant judgment and unobservable inputs.
In addition, warrants received in connection with the Falcon Butte transaction were valued using a Monte Carlo simulation model. This model incorporates assumptions such as expected volatility, probability of financing or development milestones, valuation caps, and market-based inputs. These assumptions are inherently uncertain and subjective. The related valuations are classified as Level 3 under ASC 820 – Fair Value Measurement.
Following deconsolidation, our investment in FCC is accounted for under the equity method. The carrying value is not remeasured to fair value but is adjusted for our share of FCC’s earnings or losses. FCC has a limited operating history and is dependent on future financing and the successful advancement of its mineral properties. As a result, if FCC’s performance or development outcomes differ from expectations, we may be required to record our share of losses or recognize impairment charges, which could be material.
There can be no assurance that the implied valuation of $0.31 per share will be realized or that the carrying value of our investment will be recoverable.
Risks Related to the Mining Industry
Our mineral resource and reserve estimates are subject to significant uncertainty and may not be realized.
Our estimates of mineral resources and mineral reserves for the Yerington Copper Project are based on geological modeling, engineering assumptions and economic analyses that involve significant judgment. These estimates may change as additional data becomes available, as further technical work is completed, or as economic conditions change.
There can be no assurance that mineral resources will be converted to mineral reserves or that mineral reserves will be ultimately mined or processed profitably. Differences between actual results and assumptions regarding ore grade, recovery rates, operating costs, capital expenditures, metallurgical performance, permitting, infrastructure or copper prices could materially affect the economic viability of the Project.
Fluctuations in copper prices may may adversely affect the economic viability of the Project.
The economic viability of the Yerington Copper Project depends significantly on copper prices, which are volatile and influenced by various factors. Although copper prices have improved in recent periods, there can be no assurance that such pricing levels will remain in the future. Sustained price declines could affect the economic viability of the Project, our ability to obtain financing and the market value of our common shares.
The Company may require additional funding to complete further exploration programs.
The Company does not generate operating revenue and must finance exploration activity by other means, such as selling assets, raising funds through optioning certain property interests, and the issuance of debt and/or equity. The Company cannot provide any assurance that additional funding will be available for further exploration of the Company's projects or to fulfill anticipated obligations under existing property agreements.
Failure to obtain necessary financing could result in delay or postponement of further exploration and development, and the property interests of the Company with the possible dilution or loss of such interests. Further, financing will depend upon the success of exploration programs and general market conditions for natural resources.
Risks related to the Nuton LLC (A Rio Tinto Venture) option agreement
There is no guarantee that Nuton LLC will proceed with its option to earn-in a 65% interest in the Company's Mason Valley projects. There is no guarantee the Company will secure the funding required to meet its obligations under the Nuton LLC option agreement and to not have its interest diluted in its Mason Valley properties. There is no guarantee that the exploration results on the Mason Valley properties will support further exploration or extraction.
The Company has a history of losses and anticipates incurring losses for the foreseeable future.
The Company has had a history of losses. None of the Company's properties are currently in production, and there is no certainty that the Company will succeed in placing any of its properties into production in the near future, if at all.
Lion CG anticipates continued losses for the foreseeable future until one or more of the properties enters into commercial production and generates sufficient revenues to fund the Company's continuing operations.
Future equity transactions could cause dilution of present and prospective shareholders.
Historically, the Company has financed operations through the sale of equity securities including convertible debt being converted into equity securities or through the sale of its mineral interests. The Company may issue additional equity securities in order to finance future operations and development efforts. The Company cannot predict the size and terms of future issuances of equity securities or debt instruments. Any transaction involving the issue of equity securities or securities convertible into common shares, could result in dilution, possibly substantial, to present and prospective security holders. Similarly, the Company cannot predict the value of any asset sale nor its effect on the market price of its common shares.
The Company's exploration programs may not result in a commercial mining operation.
Mineral exploration involves significant risk because few properties that are explored contain bodies of ore that would be commercially economic to develop into producing mines. Lion CG's mineral properties are without a known body of commercial ore and the proposed programs are an exploratory search for ore. The Company cannot provide any assurance that current exploration programs will result in any commercial mining operation. If the exploration programs do not result in the discovery of commercial ore, the Company will be required to acquire additional properties and write-off all investments in existing properties.
The Company does not have Proven Mineral Reserves or Probable Mineral Reserves.
The Company has not established the presence of any Proven Mineral Reserves or Probable Mineral Reserves (as such terms are defined in S-K 1300 or NI 43-101) at any of Lion CG's mineral properties. The Company cannot provide any assurance that future feasibility studies will establish Proven Mineral Reserves or Probable Mineral Reserves at Lion CG's properties. The failure to establish Proven Mineral Reserves or Probable Mineral Reserves could restrict the Company's ability to successfully implement its strategies for long-term growth.
Mineral resource estimates are subject to updates which may differ from prior estimates and adversely affect the value of the Company's properties.
The estimating of mineralization is a subjective process, and the accuracy of estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used, and judgments made in interpreting engineering and geological information. There is significant uncertainty in these Mineral Resource estimates, and the actual deposits encountered and the economic viability of mining a deposit may differ significantly from our estimates. From time to time, Lion CG obtains updated resource estimates and technical reports related to the Company's mineral properties.
The Company's future business and financial condition are dependent upon resource prices.
Resource prices have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company's control. These include international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new and improved extraction and production methods. These factors may negatively affect the marketability of any ore or minerals discovered at, and extracted from, Lion CG's properties. If, because of a sustained decline in prices, financing was not available to meet cash operating costs, the feasibility of continuing operations would be evaluated and if warranted, would be discontinued.
Some of the Company's directors and officers may have conflicts of interest due to their involvement with other natural resource companies.
Some of the Company's directors and officers may also be directors or officers of other natural resource or mining-related companies and these associations may give rise to conflicts of interest from time to time. As a result of these conflicts of interest, Lion CG may miss the opportunity to participate in certain transactions, which may have a material, adverse effect on the Company's financial position.
The Company may experience difficulty attracting and retaining qualified management to grow Lion CG's business.
The Company is dependent on the services of key executives including the Chief Executive Officer, President and Chief Financial Officer and other highly skilled and experienced executives and personnel focused on advancing corporate objectives as well as the identification of new opportunities for growth and funding. Due to the Company’s relatively small size, the loss of these persons or Lion CG’s inability to attract and retain additional highly skilled employees required for activities may have a material adverse effect on the Company’s business and financial condition.
The Company may be limited in its ability to manage growth.
Should the Company be successful in its efforts to develop mineral properties or to raise capital for such development or for the development of other mining ventures, it may experience significant growth in operations. Any expansion of the Company's business would place demands on management, operational capacity, and financial resources. The Company anticipates that it will need to recruit qualified personnel in all areas of operations. There can be no assurance that Lion CG will be effective in retaining current personnel or attracting and retaining additional qualified personnel, expanding operational capacity or otherwise managing growth. The failure to manage growth effectively could have a material adverse effect on the Company's business, financial condition and results of operations.
Environmental and other regulatory requirements may limit the Company's operations and increase expenses.
The Company's operations are subject to environmental regulations promulgated by U.S. government agencies. Claims and current and future operations will be governed by laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies such as ours that engage in exploration activities often experience increased costs and delays in schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for Lion CG's exploration activities is subject to the discretion of government authorities, and the Company may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis. Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact and cause increases in capital expenditures or require abandonment or delays in exploration.
Operating hazards associated with mining may expose the Company to liability.
Mining operations generally involve a high degree of risk, including hazards such as fire, explosion, floods, structural collapses, industry accidents, unusual or unexpected geological conditions, power outages, cave-ins, inclement weather, and mechanical equipment failure in the Company's operations. These and others may result in work stoppages, damage to or destruction of mines and other producing facilities, damage to or loss of life and property, environmental damage and possible legal liability for any or all damage or loss.
Safety measures implemented by the Company may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. Insurance against certain environmental risks is not generally available to the Company or to other companies within the mining industry.
TheIf Company'sdeveloped, propertiesmining mayoperations would be subject to uncertainsignificant title.risks.
Mining operations involve risks such as equipment failures, geotechnical instability, adverse weather conditions, labor disruptions and environmental incidents, which could result in operational disruptions and financial losses.
Our operations are subject to extensive environmental and permitting requirements.
Our exploration activities are regulated by federal, state and local authorities in the United States. Permitting delays, regulatory changes or compliance failures could materially affect our ability to advance our project. Compliance with environmental and other regulatory requirements may increase costs, delay schedules or limit operations.
The acquisition of title to resource properties or interest therein is a very detailed and time-consuming process. Title to and the area of resource concessions may be disputed. The Company has investigated title to all of its mineral properties and, to the best of the Company's knowledge, title to all of Lion CG's properties are in good standing.
Management's Discussion & Analysis (MD&A)
CONDITION AND RESULTS OF OPERATIONS
Our Management's Discussion and Analysis of Financial Conditions and Results of Operations for the year ended December 31 2025 is attached to this report following our consolidated Financial Statements.
New heading “CONDITION AND RESULTS OF OPERATIONS”
Largest changes
see in full comparisonTheOur Management's Discussion and Analysis of Financial Conditions and Results of Operationsof the Companyfor the year ended December 3120242025areis attached to this report followingtheoursignatureconsolidatedpage.Financial Statements.
Full comparison: every changed paragraph (2)
CONDITION AND RESULTS OF OPERATIONS
TheOur Management's Discussion and Analysis of Financial Conditions and Results of Operations of the Company for the year ended December 31 20242025 areis attached to this report following theour signatureconsolidated page.Financial Statements.
What changed in the latest 10-Q
Risk Factors
We could not find a separate Risk Factors item in the latest 10-Q. Some companies leave it out of quarterly reports; see the annual 10-K risk factors and the original filing. Open the filing on SEC.gov.
Management's Discussion & Analysis (MD&A)
Largest changes
“On June 29, 2026, the Company announced that it had submitted an initial application to list its common shares on the Nasdaq Capital Marekt. The Proposed Nasdaq Listing (the "Listing") is intended to support the Company's long-term capital market strategy by increasing its visibility among U.S. investors and enhancing trading liquidity. The Listing remains subject to Nasdaq's initial listing requirements, regulatory approvals and customary listing processes. There can be no assurance that the Company's application will be approved or that a Nasdaq listing will be completed.”see in full comparison
During thesee in full comparisonthreesix months endedMarchJune31,30, 2026, the Company commenced execution of Stage3,3 as defined in the earn-in Agreement, focused on advancing the DFS and supporting permitting efforts.
“In March 2022, Lion Copper & Gold entered into an Option to Earn-In Agreement with Rio Tinto America Inc., acting through its wholly-owned subsidiary Nuton LLC (Nuton), covering the Company's Mason Valley copper assets in Nevada, including the historic Yerington Mine, the MacArthur Project, the Wassuk property, the Bear deposit, and associated water rights. The agreement contemplated staged funding to advance technical studies while giving Nuton the opportunity to earn a minimum 65% interest in the project.”see in full comparison
“The Yerington Project is located within the historic Yerington Copper District in Nevada, one of the largest known porphyry copper districts in the United States. Copper production in the district began in the early 1900s, with large-scale mining conducted by Anaconda Copper Company from 1952 to 1979. During this period, the MacArthur and Bear deposits were also discovered through regional exploration. The Project has since undergone extensive exploration, technical studies, and engineering work.”see in full comparison
“Under the agreement, Nuton committed to fund approximately US$31 million to advance the Yerington Copper Project through a Definitive Feasibility Study, permitting, engineering, environmental, and other technical work. In return, Nuton has the opportunity to earn up a 65% interest in the project upon satisfying the earn-in conditions. Lion Copper & Gold continues to manage and operate the project during the earn-in period while Nuton provides funding and technical support.”see in full comparison
Multiple drilling campaignssee in full comparisonhavewerealso commencedundertaken to de-risk and optimize project design.ResourceInfill drilling commenced in February 2026 to upgrade the mineral resource of the Vat Leach Tailings ("VLT")to reserve status. This drilling program started in February 2026andis to bewas completed in May2026.2026,Thetotalingadditional2,575reserveftwillinbe23incorporateddrillinto the DFS.holes. Additionally, piezometer and geotechnical drilling have started within the Yerington pit area. This drilling started in March 2026 andis to bewas completed in June2026.2026, totaling 13,026 ft in 14 drill holes. Geotechnical drilling was also undertaken within the MacArthur pit area, totaling 2,052 ft in four drill holes. These drilling programs are designed to advance the understanding of groundwater conditions, optimize pit slope design and stability analysis, and advance environmental and permitting workstreams.
Full comparison: every changed paragraph (25)
For the three and six months ended MarchJune 31,30, 2026
Dated: MayAugust 15,7, 2026 (In thousands of U.S. dollars except for shares and per share amounts) This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), dated MayAugust 15,7, 2026, should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended MarchJune 31,30, 2026 and the audited consolidated financial statements for the year ended December 31, 2025, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
On June 29, 2026, the Company announced that it had submitted an initial application to list its common shares on the Nasdaq Capital Marekt. The Proposed Nasdaq Listing (the "Listing") is intended to support the Company's long-term capital market strategy by increasing its visibility among U.S. investors and enhancing trading liquidity. The Listing remains subject to Nasdaq's initial listing requirements, regulatory approvals and customary listing processes. There can be no assurance that the Company's application will be approved or that a Nasdaq listing will be completed.
NUTON EARN-IN AGREEMENT
In March 2022, Lion Copper & Gold entered into an Option to Earn-In Agreement with Rio Tinto America Inc., acting through its wholly-owned subsidiary Nuton LLC (Nuton), covering the Company's Mason Valley copper assets in Nevada, including the historic Yerington Mine, the MacArthur Project, the Wassuk property, the Bear deposit, and associated water rights. The agreement contemplated staged funding to advance technical studies while giving Nuton the opportunity to earn a minimum 65% interest in the project.
Following the successful completion of the initial work stages and Nuton's election to proceed to the next phase in November 2025, the parties entered into a new Stage 3 Earn-In Agreement dated December 19, 2025. This replaced the 2022 option arrangement and marked Nuton's exercise of its right to earn into the project.
Under the agreement, Nuton committed to fund approximately US$31 million to advance the Yerington Copper Project through a Definitive Feasibility Study, permitting, engineering, environmental, and other technical work. In return, Nuton has the opportunity to earn up a 65% interest in the project upon satisfying the earn-in conditions. Lion Copper & Gold continues to manage and operate the project during the earn-in period while Nuton provides funding and technical support.
The Company continues to advance its strategic arrangement with Nuton LLC ("Nuton") in respect of the Yerington Copper Project located in Nevada, United States.
Under the March 2022 option to earn-in agreement, Nuton may earn a 65% interest in the Company's copper project through a three-stage funding framework. Following completion of Stage 1 and Stage 2, Nuton elected to proceed to Stage 3 in November 2025, and the parties executed a definitive earn-in agreement on December 19, 2025.
In January 2026, the Company finalized the Stage 3 program budget and received $30,500 from Nuton to advance Stage 3 activities. Nuton funding continues to support advancement of the project while reducing the need for significant direct funding by the Company.
The Company expects to continue advancing feasibility study ("FS") and permitting activities throughout 2026 and will provide updates as material developmentdevelopments occur.
The Yerington Project is located within the historic Yerington Copper District in Nevada, one of the largest known porphyry copper districts in the United States. Copper production in the district began in the early 1900s, with large-scale mining conducted by Anaconda Copper Company from 1952 to 1979. During this period, the MacArthur and Bear deposits were also discovered through regional exploration. The Project has since undergone extensive exploration, technical studies, and engineering work.
In April 2011, the Company finalized the acquisition of the project which includes the Yerington Deposit, MacArthur Deposit and a portion of the Bear Property; these deposits represent three of four known porphyry copper deposits in the Yerington district.
During the threesix months ended MarchJune 31,30, 2026, the Company commenced execution of Stage 3,3 as defined in the earn-in Agreement, focused on advancing the DFS and supporting permitting efforts.
The Company has appointed Samuel Engineering, Inc. ("Samuel") as lead consultant for the Definitive Feasibility Study ("DFS") of its flagship Yerington Copper Project in Nevada, USA and NEXUS Environmental Consultants Inc. ("NEXUS") as lead consultant for permittingpermitting. andIn environmentalthe management.first quarter of 2026 Lion hosted a mult-daymulti-day DFS and permitting workshop at the Yerington project site, bringing together all core members of the study team. During the reporting period, advancement of the DFS remained a key strategic priority during the period. Engineering, environmental, permitting and technical studies continued to advance and de-risk the project.
Multiple drilling campaigns havewere also commencedundertaken to de-risk and optimize project design. ResourceInfill drilling commenced in February 2026 to upgrade the mineral resource of the Vat Leach Tailings ("VLT") to reserve status. This drilling program started in February 2026 and is to bewas completed in May 2026.2026, Thetotaling additional2,575 reserveft willin be23 incorporateddrill into the DFS.holes. Additionally, piezometer and geotechnical drilling have started within the Yerington pit area. This drilling started in March 2026 and is to bewas completed in June 2026.2026, totaling 13,026 ft in 14 drill holes. Geotechnical drilling was also undertaken within the MacArthur pit area, totaling 2,052 ft in four drill holes. These drilling programs are designed to advance the understanding of groundwater conditions, optimize pit slope design and stability analysis, and advance environmental and permitting workstreams.
Nuton continues to advance sulfide metallurgical studiesstudy on sulfides via column testing.programs.
The Company expanded its land position through the acquisition of additional properties. The acquisition is consistent with the Company's strategy of consolidating prospective ground within the project area.
Bear Deposit
Studies were conducted and are ongoing to evaluate the Mineral Resource estimate potential of the Bear Deposit. In addition, during the six months ended in Jun 30 2026, the company continuing with is strategy of consolidating strategic property interests completed the acquisition of approximately 183 acres of land.
For the threesix months ended MarchJune 31,30, 2026, the Company reported net loss of $6,393,$10,478, primarily driven by non-cash $3,755$7,438 loss in investment of Falcon Copper Corp. ("FCC") and $2,677 fair value loss on derivative liabilities.
Operating expenses includes personnel, professional fees,fees and share-based compensation, as well as exploration and evaluation expenditures related to the Yerington Copper Project.
In January 2026, the Company also received $557 cash dividend from Falcon Butte Minerals Corp. in connection with giving up the disposalCompany's ofeconomic itsinterest sharesin Falcon Butte Minerals in December 2025.
Cash on hand is approximately $29,250$23,162 as of MayAugust 15,7, 2026.
The following table summarizes the Company's cash flow for the threesix months ended MarchJune 31,30, 2026, and 2025:
LCGMF insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 3 Form 4 filings (3 insiders, 6 trade dates, 14,372 shares, about $71.5K) and open-market sales in 0 filings. Net open-market shares: 14,372 (purchases minus sales); net value about $71.5K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-25 | Sharman Mark Brady |
Open-market purchase | 1,200 | $6.50 | $7.8K |
| 2026-09-24 | Sharman Mark Brady |
Open-market purchase | 275 | $4.68 | $1.3K |
| 2026-09-23 | Sharman Mark Brady |
Open-market purchase | 400 | $4.61 | $1.8K |
| 2026-09-22 | Sharman Mark Brady |
Open-market purchase | 200 | $4.44 | $887 |
| 2026-09-21 | Alford Christine |
Open-market purchase | 1,000 | $4.36 | $4.4K |
| 2026-09-11 | Alford Tony L |
Open-market purchase | 3,704 | $4.91 | $18.2K |
| 2026-09-11 | Alford Tony L |
Open-market purchase | 3,704 | $4.90 | $18.1K |
| 2026-09-11 | Alford Tony L |
Open-market purchase | 3,704 | $4.89 | $18.1K |
| 2026-09-11 | Alford Tony L |
Open-market purchase | 185 | $4.98 | $921 |
Well-known investors holding LCGMF (13F)
None of the 59 investors we track reported a position in their latest 13F.