Lion Copper Corp.

SUMMARY COMPENSATION TABLE

The following table sets forth all information concerning the total compensation of the Company's chief executive officer, and the two other most highly compensated officers serving as of the end of the fiscal year (and up to two additional individuals for whom disclosure would have been provided but for the fact that the individual was not serving as an executive officer at the end of the last completed fiscal year) (the "Named Executive Officers") during the last two completed fiscal years for services rendered to the Company in all capacities.

(1) The determination of the value of option awards is based upon the Black-Scholes Option pricing model, details and assumptions of which are set out in Note 10 to the Company's consolidated financial statements for the fiscal year ended December 31, 2024.

(2) Steven Dischler was appointed as the Chief Executive Officer of the Company on May 22, 2024 and was paid $116,167 as the CEO..

(3) John Banning was appointed as the Chief Operating Officer of the Company on July 26, 2024.

(4) Douglas Stiles was appointed as the Vice President of Sustainability and Environment of the Company on July 26, 2024.

(5) Charles Travis Naugle ceased to act as the Chief Executive Officer of the Company as of May 22, 2024.

(6) 5,333,334 unvested RSU's were cancelled in 2023, and their respective share-based payment expenses were reversed.

Director Compensation

Other than as disclosed herein, no cash compensation was paid to any director of the Company for the director's services as a director during the financial year ended December 31, 2024, other than the reimbursement of out-of-pocket expenses.

The Company has no standard arrangement pursuant to which directors are compensated by the Company for their services in their capacity as directors except for the granting from time to time of incentive stock options in accordance with the policies of the CSE.

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED FISCAL YEAR

As at the end of the most recently completed financial year, the following unexercised incentive stock options and equity incentive plan awards granted to Named Executive Officers, were outstanding:

(1) "Value of unexercised in-the-money options" is calculated by determining the difference between the market value of the securities underlying the options at the date referred to and the exercise price of the options and is not necessarily indicative of the value (i.e. loss or gain) that will actually be realized by the directors.

(2) "in-the-money options" means the excess of the market value of the Company's shares on December 31, 2024 over the exercise price of the options.

(3) Steven Dischler was appointed as the Chief Executive Officer of the Company on May 22, 2024.

(4) John Banning was appointed as the Chief Operations Officer of the Company on July 26, 2024.

(5) Douglas Stiles was appointed as the Vice President of Sustainability and Environment of the Company on July 26, 2024.

(6) Charles Travis Naugle ceased to act as the Chief Executive Officer of the Company as of May 22, 2024.

TERMINATION AND CHANGE OF CONTROL BENEFITS

The following contracts, agreements, plans, and arrangements provide for payments to the applicable Named Executive Officers following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the company or a change in such Named Executive Officers' responsibilities:

Steven Dischler - Mr. Dischler entered into an employment agreement with the Company and its subsidiary Quaterra Alaska, Inc. dated May 22, 2024 (the "Dischler Agreement") pursuant to which the Company engaged Mr. Dischler as the Chief Executive Officer of the Company. The Dischler Agreement provides for an annual base salary of US$200,000 (the "Annual Salary") effective June 1, 2024 in consideration for his services as an executive officer of the Company. Pursuant to the Dischler Agreement, Mr. Dischler was granted 3,000,000 stock option which vest upon meeting various milestones relating to the Nuton LLC option agreement. In the event that the Company completes a change of control and Mr. Dischler is terminated within 12 months of such event, the Company shall pay Mr. Dischler a severance payment equal to 12 months of his then-current base salary.

Lei Wang - Ms. Wang entered into an employment agreement with the Company dated June 1, 2024 (the "Wang Agreement") pursuant to which the Company engaged Ms. Wang as the Chief Financial Officer of the Company. The Wang Agreement provides for an annual base salary of US$90,000 (the "Annual Salary") effective May 22, 2024 in consideration for her services as an executive officer of the Company. Pursuant to the Wang Agreement, Ms. Wang may also receive an annual grant of options under the Company's stock option plan at the discretion of the Board. In the event that the Company completes a change of control and Ms. Wang is terminated within 12 months of such event, the Company shall pay Ms. Wang a severance payment equal to 12 months of her then-current base salary.

John Banning - Mr. Banning entered into an employment agreement with the Company and its subsidiary Quaterra Alaska, Inc. dated July 26, 2024 (the "Banning Agreement") pursuant to which the Company engaged Mr. Banning as the Chief Operating Officer of the Company. The Banning Agreement provides for an annual base salary of US$250,000 (the "Annual Salary") effective July 26, 2024 in consideration for his services as an executive officer of the Company. Pursuant to the Banning Agreement, Mr. Banning was granted 2,500,000 stock option which vest upon meeting various milestones relating to the Nuton LLC option agreement. In the event that the Company completes a change of control and Mr. Banning is terminated within 12 months of such event, the Company shall pay Mr. Banning a severance payment equal to 12 months of his then-current base salary.

Douglas Stiles - Mr. Stiles entered into an employment agreement with the Company Company and its subsidiary Quaterra Alaska, Inc. dated July 26, 2024 (the "Stiles Agreement") pursuant to which the Company engaged Mr. Stiles as the Vice President of Sustainability and Environment of the Company. The Stiles Agreement provides for an annual base salary of US$175,000 (the "Annual Salary") effective July 26, 2024 in consideration for his services as an executive officer of the Company. Pursuant to the Stiles Agreement, Mr. Stiles was granted 4,200,000 stock option of which 2,000,000 vest upon meeting various milestones relating to the Nuton LLC option agreement. In the event that the Company completes a change of control and Mr. Stiles is terminated within 12 months of such event, the Company shall pay Mr. Stiles a severance payment equal to 12 months of his then-current base salary.

Other than the agreements described above, the Company and its subsidiaries are not parties to any contracts, and have not entered into any plans or arrangements which require compensation to be paid to any of the Named Executive Officers in the event of:

(a) resignation, retirement or any other termination of employment with the Company or one of its subsidiaries;

(b) a change of control of the Company or one of its subsidiaries; or

(c) a change in the director, officer or employee's responsibilities following a change of control of the Company.

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE

Objectives of the Compensation Program

The general objectives of the Company's compensation strategy are to:

(a) compensate management in a manner that encourages and rewards a high level of performance and outstanding results with a view to increasing long term shareholder value;

(b) provide a compensation package that is competitive with other comparable mineral exploration companies to enable the Company to attract and retain talent; and

(c) ensure that the total compensation package is designed in a manner that takes into account the Company's present stage of development and its available financial resources. The Company's compensation packages have been designed to provide a non-cash stock option component in conjunction with a reasonable cash salary.

Salaries for the NEOs are determined by evaluating the responsibilities inherent in the position held, and the individuals experience and past performance, as well as by reference to the competitive marketplace for management talent at other mineral exploration companies. Following the annual general meeting of shareholders, the Board reviews actual performance for the Company and the each of the NEOs for such year, including the quality and measured progress of the Company's exploration projects, raising of capital and similar achievements.

Elements of Compensation

During 2024, the Company's compensation program consisted of two elements (i) cash and (ii) incentive stock options administered under the Company's stock option plan. The Company does not presently have a long-term incentive plan. There is no policy or target regarding allocation between cash and non- cash elements of the Company's compensation program. The Board reviews annually the total compensation package of each of the Company's NEOs on an individual basis, against the backdrop of the competitive landscape and the compensation goals and objectives described above.

*Salary -*Base salaries for the NEOs for any given year are reviewed by the Board. Increases or decreases in salary on a year over year basis are dependent on the Board's assessment of the performance of the Company and the particular NEO. When considering the base salaries of each of the Company's NEOs, the Board reviews the qualifications and performance of, and salaries paid to executives of similar companies engaged in mining exploration and development. Recommendations for executive salaries are made by the Board in consultation with the CEO.

Incentive Awards- The Board believes that a significant portion of each NEO's compensation should be in the form of equity awards. Equity awards are made to the NEOs pursuant to the Company's stock option plan and restricted share unit plan. The stock option plan provides for awards in the form of stock options and the restricted share unit plan provides for awards in the form of restricted share units ("RSUs"). Since the value of RSUs increase or decrease with the price of the Common Shares, RSUs achieve the compensation objective of aligning the interests of executives with those of Shareholders. In addition, RSUs have time-based vesting features, and can also have performance based vesting features, that can be used to better motivate executives and to encourage qualified and experienced executives to make long-term commitments to the Company. In addition, the Board has generally followed a practice of issuing stock options to its NEOs on an annual basis in June of each year. The Board retains the discretion to make additional awards to NEOs at other times, in connection with the initial hiring of a new executive, for retention purposes or otherwise. In determining the amount of stock options and RSUs to be issued, the Board considers qualifications, performance, and option/ RSU programs of similar companies.

*Perquisites and Other Personal Benefits -*The Company's NEOs are not generally entitled to significant perquisites. The Company offers health care benefits, but there are no other perquisites which account for a material portion of the overall compensation paid to any NEO.

The board of directors did not consider the implications of the risks associated with the Company's compensation policies and practices. None of the NEOs or directors are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by such NEOs or directors.

Compensation Committee Interlocks and Insider Participation

The Company does not currently have a Compensation Committee. Compensation for executive officers and directors is determined by the entire Board. Directors abstain themselves from determinations of their own compensation. The Company has not identified any interlocking relationships with directors or executive officers of another entity.