LION COPPER & GOLD CORP.

AUDIT COMMITTEE

The Board has an audit committee (the "Audit Committee") composed of three directors, Charles Travis Naugle, Thomas Patton, and Tony Alford. Mr. Patton is the Chair of the Audit Committee.

AUDIT COMMITTEE FINANCIAL EXPERT

In general, an "audit committee financial expert" (as defined in Item 407(d)(5)(ii) of Regulation S-K) is an individual member of the audit committee who (a) understands generally accepted accounting principles and financial statements, (b) is able to assess the general application of such principles in connection with the accounting for estimates, reserves and accruals, (c) has experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by our company's financial statements, (d) understands internal controls over financial reporting, and (e) understands audit committee functions.

Each member of the Audit Committee is an audit committee financial expert.

We have determined that Mr. Patton is an independent director as defined in Nasdaq Listing Rule 5605(a)(2).

NOMINATION OF DIRECTORS

The Company does not have a formal process or committee for proposing new nominees for election to the Board of Directors or for shareholders to make such nominations, and there has been no change in that regard since our last annual report on Form 10-K. Management is in contact with individuals involved in the mineral exploration sector, and in the event that we require any new directors, such individuals will be brought to the attention of the Board. Management will conduct reference and background checks on suitable candidates. New nominees generally must have a track record in business management, areas of strategic interest to our company, the ability to devote the time required to carry out the obligations and responsibilities of a director and a willingness to serve in that capacity. We will disclose any changes in such procedures in future annual reports on Form 10-K.

INSIDER TRADING POLICY

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of its securities by directors, officers and employees, or the Company itself, which have been filed as an exhibit to this Form 10-K.

SUMMARY COMPENSATION TABLE

The following table sets forth all information concerning the total compensation of our 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.

In 2025, our Chief Executive Officer received a discretionary cash bonus awarded by the Board in recognition of his performance and contributions. We do not maintain a formal bonus plan, and bonus determinations are made at the discretion of the Board based on a range of qualitative and quantitative factors, including individual performance, corporate achievements and market conditions.

(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 Note10 to our consolidated financial statements for the fiscal year ended December 31, 2025.

(2) Steven Dischler ceased to act as the Chief Executive Officer on Apr 4, 2025.

(3) John Banning was appointed as the Chief Executive Officer on Apr 4, 2025. He served as the Chief Operating Officer of the Company from July 26, 2024 to April 4, 2025.

(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 on May 22, 2024.

DIRECTOR COMPENSATION

During 2025, we adopted a director compensation policy under which each non-employee director is entitled to an annual cash retainer of $30,000 payable semi-annually. Directors are also eligible to receive incentive stock options in accordance with the policies of the CSE.

*$30,000 has been included in the Summary of the Compensation Table.

OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED FISCAL YEAR

As at the end of the most recently completed financial year, the following unexercised stock options and equity incentive plan awards granted to the board members and 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 our shares on December 31, 2025 over the exercise price of the options.

(3) John Banning was granted 7,500,000 performance options vested based on market capitalization milestones.

EMPLOYMENT AGREEMENTS AND

TERMINATION AND CHANGE OF CONTROL BENEFITS

John Banning entered into an employment agreement with the Company and its subsidiary, Quaterra Alaska, Inc., dated April 4, 2025 (the "Banning Agreement") pursuant to which Mr. Banning was appointed our Chief Executive Officer. The Banning Agreement provides for a signing bonus of US$50,000 and an annual base salary of US$250,000 in consideration for his services as an executive officer. Pursuant to the Banning Agreement, Mr. Banning was granted 7,500,000 performance based stock options which vest upon meeting various milestones relating to the market capitalization of the Company. 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 entered into an employment agreement with the Company and its subsidiary Quaterra Alaska, Inc. dated July 15, 2024 (the "Stiles Agreement") pursuant to which the Company engaged Mr. Stiles as the Vice President of Sustainability and Environment. The Stiles Agreement provides for an annual base salary of US$175,000 effective July 15, 2024 in consideration for his services as an executive officer. Pursuant to the Stiles Agreement, Mr. Stiles was granted a 2,000,000 stock options which vest upon meeting various milestones relating to the Nuton 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.

Steven 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 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 options which vest upon meeting various milestones relating to the Nuton 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.

Effective April 4, 2025, the Discher Agreement was amended reflect Mr. Dischler's new role as Director of Community Relations with an annual salary of $100,000. All other terms of the Dischler Agreement remain unchanged.

Other than the agreements described above, the Company and our 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 our 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 us to attract and retain talent; and

(c) ensure that the total compensation package is designed in a manner that takes into account our present stage of development and our available financial resources. Our 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 individual's experience and past performance, as well as by reference to the competitive marketplace for management talent at other mineral exploration companies. We do not currently have a compensation committee of the Board. Following the annual general meeting of shareholders, the full Board of Directors reviews actual performance of the Company and each of the NEOs for such year, including the quality and measured progress of our exploration projects, raising of capital and similar achievements.

Elements of Compensation

During 2025, our compensation program consisted of two elements (i) cash and (ii) incentive stock options administered under our stock option plan. We do not presently have a long-term incentive plan. There is no policy or target regarding allocation between cash and non- cash elements of our compensation program. The Board reviews annually the total compensation package of each of our 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 our 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 our stock option plan. 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 to be issued, the Board considers qualifications, performance, and option/RSU programs of similar companies.

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