LION COPPER & GOLD CORP.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
LCU$4.20-4.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001062993-25-014353
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001062993-25-016850
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 74 current paragraphs.
47 unchanged; 16 reworded; 9 added; 28 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
For the three and nine months ended September 30, 2025
Current report
Closed Oversubscribed Secured Convertible Debenture
Current report
On November 6, 2025, the Company closed an oversubscribed secured convertible debenture for gross proceeds of $2.7 millon. The debentures bear interest at 12% per annum and mature 12 months from the date of issuance. The principal amount is convertible into common shares of the Company at a price of $0.0965 per share, and interest may be settled in common shares at the market price upon repayment or conversion, at the Company's discretion.
Current report
Proceeds from the debentures are intended to be used for the purchase of land and associated mineral rights related to the Company's projects in Nevada. Repayment of the debentures will be secured against the acquired assets. In connection with the offering, the Company issued 27,979,274 common share purchase warrants, each exercisable at $0.0965 per share for a period of five years from the closing date.
Current report
On September 18, 2025, the Company announced the filing of the PFS Technical Report, completed pursuant to the provisions of the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The Company has also commenced an S-K 1300 report.
Current report
During the three and nine months ended September 30, 2025, the Company recognized $1,033, and $3,183 in Exploration and evaluation expenditures, respectively, compared to $1,591 and $6,640 in the prior periods. The decrease is due to the winding down and completion of stage 2C program of work in the current period compared to the prior periods.
Current report
During the three and nine months ended September 30, 2025, the Company recognized $1,852, and $3,210 in professional fees, respectively, compared to $563 and $1,681 in the prior periods. The increase is primarily due to higher legal and consulting expenses related to FCC’s corporate development activities and engagement in more complex transactions which were were not incurred in the comparative prior periods.
Current report
On November 6, 2025, the Company closed a non-brokered private placement of secured convertible debentures for gross proceeds of $2,700.
Current report
413,234,899 common shares;
Removed paragraphs (28)
Previous report
Cautionary Note Regarding Forward-Looking Statements
Previous report
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of applicable United States and Canadian securities legislations ("Forward-Looking Statements"). Forward-Looking Statements reflect the expectations of management and consist of statements that are not only historical fact but also relate to predictions, expectations, belief, plans, projections, objectives, assumptions, future events, or future performance. Forward-Looking Statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "plan" or similar words. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any Forward-Looking Statements provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in Forward-Looking Statements as a result of various estimates, risks, and uncertainties. Readers should not place undue reliance on Forward-Looking Statements. Forward-Looking Statements in this annual report and in documents incorporated by reference herein include, but are not limited to, statements with regard to:
Previous report
• planned exploration activity including both expected drilling and geological and geophysical related activities;
Previous report
• future foreign exchange rates;
Previous report
• future sources of liquidity, cash flows and their uses;
Previous report
• realization of anticipated benefits of acquisitions and dispositions;
Previous report
• expected levels of operating costs, general and administrative costs, costs of services and others; and
Previous report
• treatment under government regulation and taxation regimes.
Previous report
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:
Previous report
• risks related to exploration and development of natural resource properties;
Previous report
• the uncertain nature of estimating mineral resources and mineral reserves;
Previous report
• uncertainty in the Company's ability to obtain funding;
Previous report
• copper price fluctuations;
Previous report
• recent market events and conditions;
Previous report
• risks related to governmental regulations;
Previous report
• risks related to the Company's business being subject to environmental laws and regulations;
Previous report
• risks related to the Company's inability to meet its financial obligations under agreements to which it is a party; and
Previous report
• risks related to the Company's ability to recruit and retain qualified personnel.
Previous report
These Forward-Looking Statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. We undertake no obligation to update forward-looking statements should circumstances or estimates or opinions change.
Previous report
For the three and six months ended June 30, 2025
Previous report
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Previous report
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Previous report
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Previous report
Page 5 of 7
Previous report
On July 24, 2025, FCC issued $4,065 in convertible debentures at a 10% discount. The debentures are convertible into common shares of FCC and mature nine months from the issue date. Each debenture holder received bonus preferred shares equal to 20% of the debenture’s face value.
Previous report
411,891,862 common shares
Previous report
Page 6 of 7
Reworded paragraphs (16)
Previous wording
This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), datedAugust 14, 2025, should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended June 30, 2025 and the audited consolidated financial statements for the year ended December 31, 2024, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
Current wording
This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), datedNovember 14, 2025, should be read in conjunction with the condensed interim consolidated financial statements for the three and nine months ended September 30, 2025 and the audited consolidated financial statements for the year ended December 31, 2024, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
Previous wording
On March 18, 2022, the Company entered an option to earn-in agreement with Rio Tinto America Inc. ("Rio Tinto"), subsequently assigned to Nuton LLC, a Rio Tinto Venture, (the "Nuton Agreement"), to advance studies and exploration at the Company's copper projects in Mason Valley, Nevada. The Nuton Agreement outlines 3-stage investments, including a fully funded feasibility study, to earn a 65% interest in the projects, comprising 34,494 acres of land, including the historical Yerington mine, the historic MacArthur project, the Wassuk property, the Bear deposit, and associated water rights (the "Mining Assets").
Current wording
On March 18, 2022, the Company entered into an option to earn-in agreement with Rio Tinto America Inc. ("Rio Tinto"), subsequently assigned to Nuton LLC, a Rio Tinto Venture, (the "Nuton Agreement"), to advance studies and exploration at the Company's copper projects in Mason Valley, Nevada. The Nuton Agreement outlines 3-stage investments, including a fully funded feasibility study, to earn a 65% interest in the projects, comprising 34,494 acres of land, including the historical Yerington mine, the historic MacArthur project, the Wassuk property, the Bear deposit, and associated water rights (the "Mining Assets").
Previous wording
As of June 30, 2025, the Company had received a total of $28,000 funding from Nuton LLC, of which $19,000 was advanced from Stage 3. The Company incurred cumulative expenditures of $25,639, consisting of $17,674 for exploration & evaluation, $7,198 for exploration-related overhead, and $767 for capital items under the Nuton Agreement.
Current wording
As of September 30, 2025, the Company had received a total of $28,000 funding from Nuton LLC, of which $19,000 was advanced from Stage 3. The Company incurred cumulative expenditures of $27,113, consisting of $18,325 for exploration & evaluation, $8,021 for exploration-related overhead, and $767 for capital items under the Nuton Agreement.
Previous wording
Under the Nuton Agreement, within 60 days of the completion of Stage 2c, Nuton LLC shall provide written notice to the Company whether it elects to advance to Stage 3 and fund a comprehensive Feasibility Study (the "FS") not to exceed $50,000, including $19,000 advanced from Stage 3. The Company issued a press release on August 5, 2025, announcing the results of the PFS for its Yerington Copper Project and expects to publish the PFS technical report by September 18, 2025. Upon completion of the FS, Nuton LLC and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton LLC holding not less than 65% interest in the investment vehicle.
Current wording
Under the Nuton Agreement, within 60 days of the completion of Stage 2c, September 18, 2025, Nuton LLC shall provide written notice to the Company whether it elects to advance to Stage 3 and fund a comprehensive Feasibility Study (the "FS") not to exceed $50,000, including $19,000 advanced from Stage 3. Upon completion of the FS, Nuton LLC and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton LLC holding not less than 65% interest in the investment vehicle.
Previous wording
During the year ending December 31, 2024 and six months ended June 30, 2025, PFS progressive work for the Yerington Copper Project included geotechnical drilling and studies, metallurgical testing, and engineering studies along with the development of mine operating permitting strategies.
Current wording
During the year ended December 31, 2024 and nine months ended September 30, 2025, PFS progressive work for the Yerington Copper Project included geotechnical drilling and studies, metallurgical testing, and engineering studies along with the development of mine operating permitting strategies.
Previous wording
During the three and six months ended June 30, 2025, excluding non-cash items, the Company incurred $2,386 and $4,955 expenses, compared to $3,746 and $7,567 during the same period in 2024. Approximately 83% of these expenses were covered by Nuton LLC, with the net expenses being equally attributed to corporate and Falcon Copper-related project expenditure that were not covered by Nuton LLC.
Current wording
During the three and nine months ended September 30, 2025, excluding non-cash items, the Company incurred $3,920 and $8,875 expenses, compared to $2,964 and $10,532 during the same period in 2024. For the three and nine months ended September 30, 2025, approximately 38% and 63% of these expenses were covered by Nuton LLC, respectively, with the net expenses being equally attributed to corporate and Falcon Copper-related project expenditure that were not covered by Nuton LLC.
Previous wording
During the three and six months ended June 30, 2025, the Company recognized $171 and $1,257 in share-based payments, respectively, compared to $Nil and $660 in the prior periods. The increase is due to the 12,180,000 options that were granted in the current period in FCC coupled with the vesting of options previously granted in LCG. This compares to the grant of 14,295,000 options in the prior period.
Current wording
During the three and nine months ended September 30, 2025, the Company recognized $3,583 and $4,840 in share-based payments, respectively, compared to $129 and $789 in the prior periods. The increase is due to the 12,680,000 options and 25,000,000 performance warrants that were granted in the current period in FCC coupled with 21,500,000 options granted in LCG and the vesting of options previously granted in LCG. This compares to the grant of 23,495,000 options in the prior period.
Previous wording
During the six months ended June 30, 2025, the Company utilized the $16,500 previously received from Nuton LLC, to cover approximately 84% (2024 - 84%) of the expenses, excluding non-cash items. Cash on hand is approximately $7,800, including $3,800 from FCC, as of August 14, 2025.
Current wording
During the nine months ended September 30, 2025, the Company utilized the $16,500 funding received from Nuton LLC in 2024, to cover approximately 63% (2024 - 82%) of the expenses, excluding non-cash items.
Previous wording
The following table summarizes the Company's cash flows for the six months ended June 30, 2025, and 2024:
Current wording
The following table summarizes the Company's cash flows for the nine months ended September 30, 2025, and 2024:
Previous wording
During the six months ended June 30, 2025, the Company repaid $6 in convertible debentures and received $44 in proceeds relating to the exercise of stock options. The Company also received $482 pursuant to the issuance of 4,150,000 shares of FCC. FCC also issued 12-month convertible debentures totaling $416.
Current wording
During the nine months ended September 30, 2025, the Company repaid $6 in convertible debentures and received $127 in proceeds relating to the exercise of stock options. The Company also received $3,045 pursuant to the issuance of 29,659,524 shares of FCC. FCC also issued 12-month convertible debentures totaling $5,148.
Previous wording
The Company has no operating revenues and therefore must utilize its cashflows from financing transactions to maintain its capacity to meet ongoing operating activities. Should Nuton LLC decide not to proceed with Stage 3, the Company will need to secure additional financing to maintain its mineral property interests, advance its copper projects and fulfill its obligations as they come due. While the Company has successfully raised funds in the past, there is no assurance it will be able to do so in the future. This represents material uncertainty that may cast substantial doubt about the Company's ability to continue as a going concern, as outlined in Note 1 of the June 30, 2025 condensed interim consolidated financial statements.
Current wording
The Company has no operating revenues and therefore must utilize its cashflows from financing transactions to maintain its capacity to meet ongoing operating activities. Should Nuton LLC decide not to proceed with Stage 3, the Company will need to secure additional financing to maintain its mineral property interests, advance its copper projects and fulfill its obligations as they come due. While the Company has successfully raised funds in the past and recently, there is no assurance it will be able to do so in the future. This represents material uncertainty that may cast substantial doubt about the Company’s ability to continue as a going concern, as outlined in Note 1 of the September 30, 2025 condensed interim consolidated financial statements.
Previous wording
(1) Charles Travis Naugle, former CEO, Director - $72 (2024 - $104); Stephen Goodman, former CFO, Director - $Nil (2024 - $83); Steven Dischler, former CEO - $82 (2024 - $17); Lei Wang, CFO - $45 (2024 - $8); John Banning, CEO, former COO - $118 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $88 (2024 - $Nil)
Current wording
(1) Charles Travis Naugle, former CEO, Director - $108 (2024 - $104); Stephen Goodman, former CFO, Director - $Nil (2024 - $83); Steven Dischler, former CEO - $115 (2024 - $67); Lei Wang, CFO - $68 (2024 - $30); John Banning, CEO, former COO - $174 (2024 - $53); Doug Stiles, VP of Sustainability and Environment - $131 (2024 - $Nil).
Previous wording
(2) Charles Travis Naugle, former CEO, Director - $471 (2024 - $Nil); Stephen Goodman, former CFO Director - $Nil (2024 - $66); Tony Alford, Director - $47 (2024 - $215), Thomas Patton, Director - $47 (2024 - $Nil); Steven Dischler, former CEO - $44 (2024 - $Nil); John Banning, CEO, former COO - $43 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $29 (2024 - $Nil); Lukas Naugle, brother of a director - $38 (2024 - $Nil)
Current wording
(2) Charles Travis Naugle, former CEO, Director - $1,429 (2024 - $Nil); Stephen Goodman, former CFO Director - $Nil (2024 - $85); Tony Alford, Director - $1,332 (2024 - $215), Thomas Patton, Director - $207 (2024 - $Nil); Steven Dischler, former CEO - $55 (2024 - $44); John Banning, CEO, former COO - $95 (2024 - $37); Doug Stiles, VP of Sustainability and Environment - $56 (2024 - $Nil); Lukas Naugle, brother of a director - $38 (2024 - $Nil); Matthew Hornor CEO of FCC - $229 (2024 - $Nil).
Previous wording
(3) Charles Travis Naugle, former CEO, Director - $Nil (2024 - $40); Tony Alford, Director - $Nil (2024 - $79); Ekaterina Naugle, spouse of a director - $Nil (2024 - $5); Stephen Goodman, former CFO, Director $Nil (2024 - $2).
Current wording
(3) Charles Travis Naugle, former CEO, Director - $Nil (2024 - $55); Tony Alford, Director - $Nil (2024 - $82); Ekaterina Naugle, spouse of a director - $Nil (2024 - $7); Stephen Goodman, former CFO, Director $Nil (2024 - $2).
Previous wording
69,504,650 stock options exercisable at prices ranging from CAD 0.072 to CAD 0.245, with expiration dates between August 18, 2025 and April 4, 2030
Current wording
88,540,965 stock options, including 7,500,000 performance options, exercisable at prices ranging from CAD 0.072 to CAD 0.245, with expiration dates between June 18, 2026 and September 8, 2030; and
Previous wording
94,780,289 warrants exercisable at approximately $0.06 expirying from March 8, 2029 through November 8, 2029
Current wording
122,759,563 warrants exercisable ranging from approximately $0.06 - $0.10 expiring from March 8, 2029 through November 6, 2030.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The Company announced the results of the PFS for its Yerington Copper Project on August 5, 2025 and published the PFS technical report om September 18, 2025.
Current report — wording carried from elsewhere
Cash on hand is approximately $19,150, including $14,850 from FCC, as of November 14, 2025.