LION COPPER & GOLD CORP.

Corporate History and General Information

Lion Copper and Gold Corp. (the "Company") was incorporated in British Columbia, Canada on May 11, 1993, under the name Acquaterre Mineral Development Ltd. On November 30, 1993, the Company changed its name to Aquaterre Mineral Development Ltd. and subsequently changed it to Quaterra Resources Inc. on November 13, 1997. On November 22, 2021, the Company changed its name to Lion Copper and Gold Corp.

The Company's registered and records office is located at Suite 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8. Its head office is located at 517 West Bridge Street, Suite A, Yerington, NV, 89447.

We make available, free of charge, on or through our website atwww.lioncg.com, our annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K pursuant to Section 13(a) or 15(d) of the Exchange Act after such materials are filed with the SEC. The information contained on, or accessible through, our website is not incorporated by reference into this Annual Report and should not be considered part of this report.

Principal Business

We are a U.S.-focused copper exploration and development company whose operations are primarily on advancing its flagship Yerington Copper Project located in Lyon County, Nevada.

Nuton Earn-In Agreement

We have entered into an earn-in agreement with Nuton LLC ("Nuton"), a Rio Tinto venture, pursuant to which Nuton has the right to earn in a 65% interest in our Mason Valley copper projects, including the Yerington Copper Project, through staged funding and advancement of technical work programs totaling up to**$59** million.

Nuton elected to proceed to the feasibility study stage and project permitting in November 2025 and provided a lump-sum payment of $30.5 million in January 2026 to fund ongoing technical, engineering, environmental and permitting activities at the Yerington Copper Project. Advancement beyond the current stage remains subject to future technical results, investment decisions and funding approvals by Nuton in accordance with the terms of the agreement.

The agreement provides for the formation of a joint venture upon Nuton satisfying specified earn-in conditions. Until such time, we retain ownership of and operational responsibility for the Yerington Copper Project.

The Yerington Copper Project is subject to risks associated with third-party funding arrangements, including Nuton's discretion to discontinue participation in accordance with the agreement. See "Item 1A, Risk Factors."

Our strategy is to advance the Yerington Copper Project through completion of a definitive feasibility study ("FS") and permitting, secure project financing and position the Project for construction and potential commercial production.

As of the date of this Annual Report, we have not commenced commercial mining operations and have no operating revenue. The amounts shown as mineral properties represent acquisition costs incurred to date, less amounts recovered and/or written off, and do not necessarily represent present or future values.

We have one material subsidiary,Quaterra Alaska Inc., which holds a 100% interest in Singatse Peak Services, LLC ("SPS").

Yerington Copper Project (the "Project")

Our principal asset is the Yerington Copper Project located in Lyon County, Nevada. The Project is an advanced-stage copper development project consisting of several deposits within a historic mining district.

In September 2025, we completed a Pre-Feasibility Study ("PFS") for the Project in accordance with NI 43-101 and subsequently filed with the SEC a Technical Report Summary ("TRS") pursuant to S-K 1300 in February 2026. These reports established mineral resources and mineral reserves and evaluated potential development of the Yerington Copper Project through open-pit mining and heap leach processing with solvent extraction and electrowinning.

Additional information regarding the Project, including mineral resources, mineral reserves, and technical information, is provided under "Item 2 - Properties" in this Annual Report.

Copper Market

Copper is a critical industrial metal widely used in electrical wiring, power transmission, construction, transportation, and renewable energy systems. Copper prices are typically quoted on the London Metal Exchange and are subject to significant volatility driven by global supply and demand dynamics, geopolitical developments, and activity in commodity markets.

We are not currently engaged in commercial copper production; however, the economic viability of our copper project is influenced by market conditions, including copper prices, operating costs, capital expenditures, and regulatory and permitting requirements.

Competitive Conditions

We compete with other peer companies for mineral properties, financing, and qualified key personnel. Many competitors are larger and have greater financial, technical and operational resources. As a result, we may face challenges in developing and operating our properties or obtaining financing on acceptable terms.

Government Regulation and Environmental Matters

Our exploration and development activities are subject to extensive federal, state and local laws and regulations in the United States that governing mineral rights, land use, water use, permitting, environmental protection, mine development, reclamation, waste management, worker health and safety and taxation. Compliance with these laws and regulations requires us to obtain and maintain numerous permits and approvals and do incur significant costs.