LION COPPER & GOLD CORP.

In November 2025, Tony Alford subscribed for an aggregate $1,400,000 of partially secured convertible debentures ("Debentures"). The Debentures have a maturity date of 12 months and bear interest at a rate of 12% per annum and are convertible into common shares of the Company at $0.0965 per share.

DIRECTOR INDEPENDENCE

Our common shares are listed on the CSE. Under the policies of the CSE, an "Independent Director" has no material relationship with the Company which would interfere with the exercise of independent judgment. The Board has determined that Thomas Patton is an "Independent Director" under that standard.

Because our common shares are not currently listed on a U.S. national securities exchange, we currently use the definition in Nasdaq Listing Rule 5605(a)(2) for determining director independence, which provides that an "independent director" is a person other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company's Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if:

• the director is, or at any time during the past three years was, an employee of the company;

• the director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

• a family member of the director is, or at any time during the past three years was, an executive officer of the company;

• the director or a family member of the director is a partner in, controlling shareholder of, or an executive officer of an entity to which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

• the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the company served on the compensation committee of such other entity; or

• the director or a family member of the director is a current partner of the company's outside auditor, or at any time during the past three years was a partner or employee of the company's outside auditor, and who worked on the company's audit.

We have determined that Thomas Patton meets this definition of independence.

MNP LLP has served as our independent auditors since October 18, 2021, and will be appointed by the Board of Directors to continue as our independent auditor for our fiscal year ending December 31, 2026, and until the next annual general meeting of shareholders.

The fees for services provided by MNP LLP to the Company in each of the fiscal years ended December 31, 2025 and 2024 were as follows: