LION COPPER & GOLD CORP.

A quorum for the transaction of business at the Meeting is, subject to the special rights and restrictions attached to the share of any class or series of shares, one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders pursuant to the Company's articles (the "Articles"), present in person or by proxy. Broker non-votes occur when a person holding shares through a bank or brokerage account does not provide instructions as to how his or her shares should be voted, and the broker does not exercise discretion to vote those shares on a particular matter. Abstentions and broker non-votes will be included in determining the presence of a quorum at the Meeting. However, an abstention or broker non-vote will not be considered votes cast with respect to any of the matters brought before the Meeting.

Shares for which proxy cards are properly executed and returned will be voted at the Meeting in accordance with the directions noted thereon or, in the absence of directions, will be voted "FOR" fixing the number of directors at five, "FOR" the election of each of the nominees to the Board named in this Proxy Statement and Information Circular, "FOR" the appointment of MNP LLP, as independent auditors of the Company for the fiscal year ending December 31, 2026 and to authorize the directors to fix their remuneration, "FOR" the approval of an ordinary resolution ratifying, confirming and approving the adoption of the Company's 2026 Stock and Incentive Plan, "FOR" the approval of the consolidation of the issued and outstanding Common Shares of the Company at a consolidation ratio within the range of one (1) post-consolidation Common Share for every twenty (20) to thirty (30) pre-consolidation Common Shares, with the final consolidation ratio and effective date to be determined by the Board in its sole discretion, and "FOR" the approval of an ordinary resolution to approve an amendment to the Articles of the Company to increase the quorum requirement for meetings of shareholders from one person who is a shareholder, or who is otherwise permitted to vote shares of the Company at a meeting of shareholders to two or more persons who are, or who represent by proxy, shareholders who in the aggregate hold at least thirty three and one-third percent (33 1/3%) of the issued shares entitled to be voted at the meeting. It is not expected that any matters other than those referred to in this Proxy Statement and Information Circular will be brought before the Meeting. If, however, other matters are properly presented, the persons named as proxies will vote in accordance with their discretion with respect to such matters.

To be effective, each matter which is submitted to a vote of shareholders, other than for the election of directors and the approval of auditors, must be approved by a majority of the votes cast by the shareholders voting in person or by proxy at the Meeting.