LION COPPER & GOLD CORP.

The issuance of additional Common Shares may negatively impact the trading price of our securities.

We have issued Common Shares in the past and expect to issue additional Common Shares to finance our activities. In addition, outstanding or newly issued options, warrants and broker warrants may be exercised, resulting in the issuance of additional Common Shares. Any such issuances would dilute the ownership interest of existing shareholders, and even the expectation that such issuances may occur could adversely affect the market price of the Common Shares.

Our largest shareholder owns a significant percentage of our Common Shares and is therefore able to influence the management and policies of our company and the outcome of matters submitted to our shareholders for approval.

As at September 29, 2025, Tony Alford, our largest shareholder and a director of our Company, beneficially owns, directly or indirectly, approximately 43.24% of our outstanding Common Shares.

Because of this significant ownership, Mr. Alford has the ability to influence the election of directors, amendments to our governing documents, and the outcome of other matters submitted to shareholders, including potential business combinations. His interest may not always align with those of other shareholders. In addition, this level of ownership could discourage or prevent a third party from pursuing a takeover offer, which may adversely affect the market price of our Shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information discussed in this prospectus includes "forward-looking statements" within the meaning of applicable United States and Canadian securities legislation ("Forward-Looking Statements"). Forward-Looking Statements reflect the expectations of management and consist of statements that not only include historical facts but also relate to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events and future performance. Forward-Looking Statements may be identified by such terms as "believe," "anticipate," "plan," "expect," "intend," "estimate," "project," "potential," "may," "could," "should," "would," "will," "might," and similar words and phrases. Although we believe that the information provided is reasonable, we can give no assurance that expectations will prove to be correct. Forward-Looking Statements in this prospectus and in the documents incorporated by reference herein include, but are not limited to, statements about such things as:

• our strategies and objectives, both generally and in respect of our specific mineral properties;

• the timing and cost of our planned exploration programs and the results thereof, including both expected drilling and geological and geophysical related activities;

• future sources of liquidity, cash flows and their uses;

• realization of anticipated benefits of acquisitions and dispositions;

• expected levels of operating costs, general and administrative costs, tariff s and others;

• general business and economic conditions; and

• treatment under government regulation and taxation regimes.

Forward-Looking Statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the Forward-Looking Statements, including, without limitation:

• risks related to exploration and development of natural resource properties;

• the uncertain nature of estimating mineral resources and mineral reserves;

• uncertainty in our ability to obtain funding;

• the level and volatility of the prices for copper ;

• general business and economic conditions;

• recent and future market events and conditions;

• risks related to governmental regulations;

• risks related to our business being subject to environmental laws and regulations;

• risks related to our inability to meet our financial obligations under agreements to which we are a party; and

• risks related to our ability to recruit and retain qualified personnel.

This list is not exhaustive of the factors that might affect our Forward-Looking Statements. Some of the important risks and uncertainties that could affect Forward-Looking Statements are described further under the "Risk Factors" sections of this prospectus. Although we have attempted to identify important factors that could cause actual results to differ materially from those described in Forward-Looking Statements, there may be other factors that could cause results not to be as anticipated, estimated or intended. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected. We caution you not to place undue reliance on any such Forward-Looking Statements, which speak only as of the date made. Except as required by law, we disclaim any obligation to revise or update any Forward-Looking Statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.We qualify all of the Forward-Looking Statements contained or incorporated by reference in this prospectus by the foregoing cautionary statements.

DIFFERENCES IN U.S. AND CANADIAN MINERAL RESOURCE REPORTING

We are subject to the reporting requirements of the Exchange Act and of applicable Canadian securities laws, and as a result we report our mineral resources according to two different standards. U.S. reporting requirements are governed by Regulation S-K Subpart 1300 ("S-K 1300"), as adopted by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards generally embody slightly different approaches and definitions.

In our public filings in the United States, we are required to disclose measured, indicated and inferred mineral resources and mineral reserves, each as defined in S-K 1300. We are an exploration stage issuer with no mineral reserves but with mineral resources for the Yerington and MacArthur deposits at our Yerington Copper Project in Nevada.

The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant mineral reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of mineral resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.