Filed 2026-03-31 · Period ending 2025-12-31 · 53,957 words · SEC EDGAR
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# LION COPPER & GOLD CORP. (LCGMF) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001062993-26-001760
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1339688/000106299326001760/)
**Origin leaf:** ff65a2289c40ebf746a020c041bcc114360ac7329eff2b58cbe79dc08d8f6162
**Words:** 53,957
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UNITED STATES**
**SECURITIES AND EXCHANGE COMMISSION**
Washington, D.C. 20549
**FORM 10-K**
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended**
December 31, 2025**
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
**000-55139**
(Commission File Number)
***Lion Copper and Gold Corp.**
(Exact Name of Registrant as specified in its charter)
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British Columbia, Canada |
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98-1664106 |
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(State or Other Jurisdiction of Incorporation or Organization) |
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(I.R.S. EmployerIdentification No.) |
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c/o #1200 - 750 West Pender Street
Vancouver, British Columbia |
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V6C 2T8 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant's Telephone Number, including area code: **(775) 463-9600**
Securities registered pursuant to Section 12(b) of the Act: **None**
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Securities registered pursuant to Section 12(g) of the Act: |
Common Shares without par value |
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(Title of class) |
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:
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Large Accelerated Filer |
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Accelerated Filer |
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Non-Accelerated Filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: **$45,271,707**.
Indicate the number of shares outstanding of each of the registrant's classes of common equity, as of the latest practicable date: 421,997,186common shares as at **March 31, 2026.**
2
**TABLE OF CONTENTS**
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Note about Forward-Looking Statements |
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Differences in United States and Canadian Reporting Practices |
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Emerging Growth Company Status |
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Glossary of Terms |
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ITEM 1. BUSINESS |
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ITEM 1A. RISK FACTORS |
11 |
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ITEM 1B. UNRESOLVED STAFF COMMENTS |
16 |
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ITEM 1C. CYBERSECURITY |
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ITEM 2. PROPERTIES |
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ITEM 3. LEGAL PROCEEDINGS |
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ITEM 4. MINE SAFETY DISCLOSURES |
39 |
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ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
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ITEM 6. [Reserved] |
42 |
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS |
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
42 |
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
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ITEM 9A. CONTROLS AND PROCEDURES |
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ITEM 9B. OTHER INFORMATION |
44 |
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ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
44 |
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ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
44 |
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ITEM 11. EXECUTIVE COMPENSATION |
47 |
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
53 |
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. |
56 |
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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES |
57 |
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES |
58 |
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**PART I**
**NOTE ABOUT FORWARD-LOOKING STATEMENTS**
This Annual Report on Form 10-K (the "**Annual Report**") contains forward-looking statements within the meaning of applicable United States and Canadian securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by words such as "believe", "anticipate", "expect", "estimate", "may", "plan", "potential", "will", "should" or similar expressions.
These forward-looking statements include, but are not limited to, statements regarding the economic projections, development potential, and anticipated outcomes described in our 2025 pre-feasibility study for the Yerington Copper Project, as well as statements regarding our future operations, objectives, expectations, and financial performance. These statements reflect management's current expectations, estimates, assumptions, and beliefs as of the date of this Annual Report regarding future events and results.
Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, among others, uncertainties related to mineral resource and mineral reserve estimates; assumptions underlying our pre-feasibility study; the availability of financing; reliance on third-party partners; permitting and regulatory approvals; environmental, technical and operational risks; and general economic and market conditions. For a more detailed discussion of these risks, see Item 1A - Risk Factors*in this Annual Report.
Forward-looking statements concerning mineral resources, mineral reserves, and project economics are based on technical reports prepared in accordance with applicable disclosure standards. Such technical information is inherently uncertain and subject to significant assumptions regarding geological interpretation, engineering and metallurgical performance, capital and operating costs, copper prices, and other factors, many of which are beyond our control and difficult to predict accurately.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, future events, or otherwise.
**DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES**
**Resource and Reserve Estimates**
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "**Exchange Act**"), and applicable Canadian securities laws. Accordingly, we report our mineral resources and mineral reserves in accordance with two different standards. U.S. reporting requirements are governed by Regulation S-K Subpart 1300 ("**S-K 1300**") adopted by the U.S. Securities and Exchange Commission ("**SEC**"). Canadian disclosure standards for mineral projects are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("**NI 43-101**"), which incorporates definitions and guidelines adopted by the Canadian Institute of Mining, Metallurgy and Petroleum ("**CIM**").
While S-K 1300 and NI 43-101 have broadly similar objectives, the standards differ in certain technical definitions, assumptions and disclosure requirements. As a result, mineral resources and mineral reserves reported under one standard may not be directly comparable to similar information reported under the other standard.
4
We have reported mineral resources and proven and probable mineral reserves in accordance with S-K 1300. Mineral resources are concentrations of material of economic interest in or on the earth's crust in such form, grade or quality, and quantity that there are reasonable prospects for eventual economic extraction. Mineral resources represent the economically mineable part of measured and/or indicated mineral resources, as demonstrated by at least a preliminary feasibility study.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. The estimate of measured and indicated mineral resources may be materially affected by environmental, permitting, legal title, taxation, socio-political, marketing or other relevant issues. There is no certainty that all or any part of the measured and indicated mineral resources will ever be converted into mineral reserves.
Inferred mineral resources have a greater degree of geological uncertainty than measured and indicated mineral resources and it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category or converted into mineral reserves.
**EMERGING GROWTH COMPANY STATUS**
Lion Copper & Gold Corp. is an "emerging growth company" as defined in section 3(a) of the Exchange Act (as amended by the U.S. Jumpstart Our Business Startups Act (the "**JOBS Act**"), enacted on April 5, 2012), and we will continue to qualify as an "emerging growth company" until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1.235 billion or more; (b) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended; (c) the date on which we have, during the previous three-year period, issued more than $1.235 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer", as defined in Rule 12b-2 under the Exchange Act.
**GLOSSARY OF TECHNICAL TERMS**
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Cut-off Grade: |
Cut-off grade is the grade (i.e., the concentration of metal or mineral in rock) that determines the destination of the material during mining. For purposes of establishing "prospects of economic extraction," the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility). Other terms used in similar fashion as cut-off grade include net smelter return, pay limit, and break-even stripping ratio. |
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Development stage issuer |
An issuer that is engaged in the preparation of mineral reserves for extraction on at least one material property. |
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Development stage property |
A property has mineral reserves disclosed, pursuant to S-K 1300, but no material extraction. |
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Economically viable |
When used in the context of mineral reserve determination, this means that the qualified person has determined, using a discounted cash flow analysis, or has otherwise analytically determined, that extraction of the mineral reserve is economically viable under reasonable investment and market assumptions. |
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Exploration results |
Data and information generated by mineral exploration programs (i.e., programs consisting of sampling, drilling, trenching, analytical testing, assaying, and other similar activities undertaken to locate, investigate, define or delineate a mineral prospect or mineral deposit) that are not part of a disclosure of mineral resources or reserves. A registrant must not use exploration results alone to derive estimates of tonnage, grade, and production rates, or in an assessment of economic viability. |
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Feasibility study |
A comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined by this section, together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project. |
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Indicated MineralResource: |
Part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve. |
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Inferred MineralResource: |
Part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve. |
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Material: |
The term material, when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters to which there is a substantial likelihood that a reasonable investor would attach importance in determining whether to purchase the security registered. |
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Measured MineralResource: |
That part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in this section, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve. |
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Mineral Deposit orMineralized Material: |
A mineralized body which has been intersected by sufficient closely spaced drill holes and or underground sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This deposit does not qualify as a commercially mineable ore body (reserves), as prescribed under SEC standards, until a final and comprehensive economic, technical, and legal feasibility study based upon the test results is concluded. |
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Mineral Reserve: |
An estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of the qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted. |
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MineralResource: |
A concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge. |
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Preliminary feasibility study or Pre-feasibility study |
A comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a qualified person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product.(1) A pre-feasibility study includes a financial analysis based on reasonable assumptions, based on appropriate testing, about the modifying factors and the evaluation of any other relevant factors that are sufficient for a qualified person to determine if all or part of the indicated and measured mineral resources may be converted to mineral reserves at the time of reporting. The financial analysis must have the level of detail necessary to demonstrate, at the time of reporting, that extraction is economically viable.(2) A pre-feasibility study is less comprehensive and results in a lower confidence level than a feasibility study. A pre-feasibility study is more comprehensive and results in a higher confidence level than an initial assessment. |
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Probable MineralReserve: |
The economically mineable part of an indicated and, in some cases, a measured mineral resource. |
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Proven MineralReserve: |
The economically mineable part of a measured mineral resource and can only result from conversion of a measured mineral resource. |
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Tailings: |
The material that remains after minerals have been processed to extract the valuable constituents from ore. |
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Ac-ft: |
Acre feet |
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Cu: |
Copper |
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g/t or gpt: |
grams per tonne |
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IP: |
Induced Polarization geophysical survey |
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NSR: |
Net smelter return royalty |
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Oz: |
Troy ounce |
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oz/t or opt: |
Ounces per ton. |
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ppb: |
Parts per billion |
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ppm: |
Parts per million |
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RC: |
Reverse Circulation |
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TCu: |
Total Copper |
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**CONVERSION TABLES**
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Conversion Table |
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Imperial |
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Metric |
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1 Acre |
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0.404686 |
Hectares |
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1 Foot |
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0.304800 |
Metres |
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1 Mile |
= |
1.609344 |
Kilometres |
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1 Ton |
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0.907185 |
Tonnes |
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1 Ounce(troy)/ton |
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34.285700 |
Grams/Tonne |
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Precious metal units and conversion factors |
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ppb |
- Part per billion |
1 |
ppb |
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0.0010 |
ppm |
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0.000030 |
oz/t |
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ppm |
- Part per million |
100 |
ppb |
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0.1000 |
ppm |
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0.002920 |
oz/t |
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oz |
- Ounce (troy) |
10,000 |
ppb |
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10.0000 |
ppm |
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0.291670 |
oz/t |
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oz/t |
- Ounce per ton (avdp.) |
1 |
ppm |
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1.0000 |
ug/g |
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1.000000 |
g/tonne |
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g |
- Gram |
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g/tonne |
- gram per metric ton |
1 |
oz/t |
= |
34.2857 |
ppm |
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mg |
- milligram |
1 |
Carat |
= |
41.6660 |
mg/g |
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kg |
- kilogram |
1 |
ton (avdp.) |
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907.1848 |
kg |
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ug |
- microgram |
1 |
oz (troy) |
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31.1035 |
g |
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**ITEM 1. BUSINESS**
**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 at www.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."**
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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.
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**Federal Regulations**
At the federal level, our activities are subject to various environmental and mining-related laws and regulations administered by agencies such as the Bureau of Land Management ("**BLM**"), the Environmental Protection Agency ("**EPA**") and other federal authorities. These include requirements under statutes such as the National Environmental Policy Act ("**NEPA**"), the Clean Water Act, the Clean Air Act and other environmental laws governing permitting, water discharge, air emissions and environmental review processes.
**Nevada Regulation**
At the state level, our activities are subject to regulation by Nevada state agencies, including the Nevada Division of Environmental Protection and the Nevada Division of Minerals. Nevada regulations address mine permitting, reclamation bonds, water rights, air quality and environmental compliance. These requirements may affect the timing and cost of advancing the Yerington Copper Project.
Government agencies have broad discretion in administering and enforcing these laws and regulations, and regulatory requirements may change over time. See "*Item 1A. Risk Factors*" for additional discussion of risks associated with environmental and regulatory matters.
**Employees**
As of March 31, 2026, we have eight full and part time employees and approximately 50 individuals engaged on a consulting basis, including technical and project personnel. Our operations and financial reporting processes are managed by our officers with oversight from the Board of Directors and the Audit Committee. We also retain geological, metallurgical, environmental and engineering consultants, as needed, to assist in evaluating our mineral properties and planning and executing work programs.
**ITEM 1A. RISK FACTORS**
*Investing in our common shares involves a high degree of risk. You should consider carefully the risks described below, together with the other information contained in this Annual Report, including our consolidated financial statements and related notes. If any of the following risks materialize, our business, financial condition, results of operations, and future prospects may be materially and adversely affected, and the market price of our common shares could decline.*
*The risks described below*are*not the only risks we face.*
**Risks Related to Our Business and Financial Condition**
***We have a history of losses, no revenue from mining operations and may never achieve profitability.***
We have not generated revenue from mineral production and do not expect to do so in the foreseeable future. Our activities are speculative and capital-intensive, and we expect to continue incurring losses unless and until we achieve commercial production, which may never occur. Our ability to achieve profitability depends on successful completion of the feasibility study, permitting, project financing and development of the Yerington Copper Project.
11
***We are dependent on a single material project, and any adverse development affecting the Project would materially harm our business.***
Our principal asset is the PFS-level Yerington Copper Project in Nevada, and our business and prospects are highly dependent on its advancement. As a result, we are particularly exposed to risks affecting the Project, including unfavorable technical results, cost increases, engineering challenges, permitting delays, environmental or regulatory developments, declines in copper prices, financing constraints or changes in our option agreement with Nuton. If any of the foregoing occurs, it could materially and adversely affect our business, financial condition and results of operations.
Advancing the Project through a feasibility study may encounter unexpected technical challenges that could reduce projected economic returns, delay production, or require additional capital expenditures.
***We rely significantly on our collaboration with Nuton***
Advancement of the Yerington Copper Project depends significantly on the agreement with Nuton. Nuton has elected to proceed to the feasibility study stage and has provided a lump-sum payment of $30.5 million to us. Further advancement of the Project remains subject to future technical results, investment decisions and funding approvals by Nuton, which retains discretion regarding future participation. If Nuton elects not to proceed beyond the current stage in accordance with the agreement, we may not have sufficient financial or technical resources to advance the project independently.
***We will require substantial additional capital to advance the Project.***
Our development plan relies substantially on funding from Nuton and potentially other equity or debt financing. There is no assurance that Nuton or other sources will provide funding on acceptable terms or at all. Our ability to raise additional funds depends on market conditions, investor sentiment, copper prices and other factors. In the absence of such financing, we may delay or suspend planned activities or dispose of interests in our mineral properties.
***Our investment in Falcon Copper Corp. and related valuation judgments may result in significant volatility in our financial results.***
As of December 31, 2025, we deconsolidated Falcon Copper Corp. (FCC) and recognized a non-cash gain based primarily on the estimated fair value of our retained interest at the date of deconsolidation. FCC is a private, exploration-stage company with no active trading market for its shares. Accordingly, the initial carrying value of our retained investment, including an implied share price of $0.31, was determined using significant judgment and unobservable inputs.
In addition, warrants received in connection with the Falcon Butte transaction were valued using a Monte Carlo simulation model. This model incorporates assumptions such as expected volatility, probability of financing or development milestones, valuation caps, and market-based inputs. These assumptions are inherently uncertain and subjective. The related valuations are classified as Level 3 under ASC 820 Fair Value Measurement.
Following deconsolidation, our investment in FCC is accounted for under the equity method. The carrying value is not remeasured to fair value but is adjusted for our share of FCCs earnings or losses. FCC has a limited operating history and is dependent on future financing and the successful advancement of its mineral properties. As a result, if FCCs performance or development outcomes differ from expectations, we may be required to record our share of losses or recognize impairment charges, which could be material.
There can be no assurance that the implied valuation of $0.31 per share will be realized or that the carrying value of our investment will be recoverable.
**Risks Related to the Mining Industry**
***Our mineral resource and reserve estimates are subject to significant uncertainty and may not be realized.***
Our estimates of mineral resources and mineral reserves for the Yerington Copper Project are based on geological modeling, engineering assumptions and economic analyses that involve significant judgment. These estimates may change as additional data becomes available, as further technical work is completed, or as economic conditions change.
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There can be no assurance that mineral resources will be converted to mineral reserves or that mineral reserves will be ultimately mined or processed profitably. Differences between actual results and assumptions regarding ore grade, recovery rates, operating costs, capital expenditures, metallurgical performance, permitting, infrastructure or copper prices could materially affect the economic viability of the Project.
***Fluctuations in copper prices may may adversely affect the economic viability of the Project.***
The economic viability of the Yerington Copper Project depends significantly on copper prices, which are volatile and influenced by various factors. Although copper prices have improved in recent periods, there can be no assurance that such pricing levels will remain in the future. Sustained price declines could affect the economic viability of the Project, our ability to obtain financing and the market value of our common shares.
***If developed, mining operations would be subject to significant risks.***
Mining operations involve risks such as equipment failures, geotechnical instability, adverse weather conditions, labor disruptions and environmental incidents, which could result in operational disruptions and financial losses.
***Our operations are subject to extensive environmental and permitting requirements.***
Our exploration activities are regulated by federal, state and local authorities in the United States. Permitting delays, regulatory changes or compliance failures could materially affect our ability to advance our project. Compliance with environmental and other regulatory requirements may increase costs, delay schedules or limit operations.
***Our properties may be subject to uncertain title.***
Mineral properties may be subject to prior, and in some cases, not fully ascertainable unregistered agreements or transfers, and title may be affected by undetected defects. Title may be based upon interpretation of a country's laws, which may be ambiguous, inconsistently applied and subject to reinterpretation or change.
**Risks Related to Our Securities and Capital Structure**
***Our largest shareholder has significant influence over our Company.***
Our largest shareholder beneficially owns a substantial portion of our common shares and is able to influence the outcome of matters submitted to shareholders, including the election of directors and significant corporate transactions. This concentration of ownership may discourage a change in control and may not align with the interests of other shareholders.
***Our share price may be volatile and trading volume may remain limited.***
Our common shares trade on the Canadian Securities Exchange and the OTCQB, which generally have lower liquidity than major exchanges. Market volatility and limited trading volume may adversely affect investors' ability to buy or sell our shares.
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***Future equity issuances may dilute existing shareholders.***
We may issue additional securities to finance operations. Such issuances may dilute existing shareholders and negatively affect our share prices.
**Risks Related to Governance, Compliance and Reporting**
***As a Canadian company subject to U.S. reporting obligations, we are subject to complex compliance requirements.***
We are incorporated in Canada and listed on the CSE and remain a registrant with the SEC as a domestic issuer. Because most of our directors and shareholders are based in the United States, we are no longer a foreign private issuer. As a result, we must comply with both Canadian and U.S. regulatory regimes, including periodic reporting, internal control and corporate governance requirements.
Compliance with these regulatory frameworks increases legal, audit and administrative costs and management time. Differences between U.S. and Canadian disclosure requirements may also increase the risk of errors or regulatory scrutiny. Failure to comply with applicable securities laws in either jurisdiction could result in enforcement actions, fines, penalties or reputational harm.
***We are subject to risks associated with internal control over financial reporting.***
Our financial reporting processes rely on a small management team supported by external service providers and advisors for certain complex accounting matters. While management believes appropriate oversight and review procedures mitigate these limitations, maintaining effective internal controls may become more challenging as the Company grows or undertakes more complex transactions. Failure to maintain effective internal controls could adversely affect investor confidence in our financial reporting and harm our business and reputation.
***Overlapping leadership roles may give rise to conflicts of interest.***
Our board currently consists of three members, and one director also serves as Chairman of Falcon Copper. Situations may arise in which such director has competing fiduciary duties when matters involve or affect both companies. Although we have governance policies in place, such conflicts may not always be resolved in our favor.
***Cybersecurity threats could disrupt our operations and adversely affect our business.***
We rely on information technology systems and third-party service providers for our operations. Despite the cybersecurity measures we have implemented, our systems and those of our service providers remain vulnerable to cyberattacks, including phishing, malware, ransomware and unauthorized access. A successful cybersecurity incident could result in operational disruptions, financial losses, theft or loss of sensitive data, reputational harm or regulatory exposure. In addition, responding to cybersecurity incidents could require significant management time and resources. See "*Item 1C. Cybersecurity*" for additional information.
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**Risks Related to Strategic Initiatives and Forward-Looking Statements**
***We may pursue strategic initiatives that involve execution risks.***
We may evaluate financings, joint ventures, corporate reorganizations or exchange listings. These initiatives involve legal, financial and execution risks and may not be completed successfully.
***Forward-looking statements involve significant risks and uncertainties.***
Forward-looking statements are based on assumptions regarding commodity prices, technical outcome, financing availability, permitting timelines and other factors. Actual results may differ materially.
***Global economic conditions may adversely affect our business.***
Economic uncertainty, inflation, rising geopolitical tensions and conflicts, may impair our access to capital and negatively impact our operations.
**Tax Risks**
***The Company is possibly a "passive foreign investment company", which would likely have adverse U.S. federal income tax consequences for U.S. shareholders.***
If the Company is or becomes a "**passive foreign investment company**," its U.S. investors may suffer adverse U.S. income tax consequences.
Generally, for any taxable year, if at least 75% of the Company's gross income is passive income, or at least 50% of the value of the Company's assets (generally determined based on a weighted quarterly average) is attributable to assets that produce, or are held for the production, of passive income, the Company will be a "passive foreign investment company" ("**PFIC**") for U.S. federal income tax purposes. For purposes of these tests, passive income generally includes dividends, interest, certain gains from the sale of investment property, and certain rents and royalties, and passive assets generally include cash. Additionally, the Company generally will be treated as directly holding and receiving its proportionate share of the assets and income, respectively, of any corporation in which it owns, directly or indirectly, 25% of its stock by value. If the Company is a PFIC for any taxable year, certain U.S. investors may suffer adverse tax consequences, including ineligibility for preferential tax rates on capital gains or dividends, interest charges on certain taxes treated as deferred, and additional tax reporting requirements.
The Company's PFIC status generally will depend on the nature and composition of the Company's income and assets and the value of the Company's assets (which generally will be determined based on the fair market value of each asset, with the value of goodwill determined in large part by reference to the market value of the Company's stock from time to time, which may be volatile). If the Company's market capitalization declines while it holds a substantial amount of cash for any taxable year, the Company may be a PFIC for such taxable year. The manner and timeframe in which the Company spends the cash it raises in any offering, the transactions it enters into, and how the Company's corporate structure may change in the future will affect the nature and composition of the Company's income and assets. Based on the nature and composition of the Company's income and assets and the value of the Company's assets, including goodwill, the Company believes it may be classified as a passive foreign investment company up to and including the taxable year ended December 31, 2025, and based on current business plans and financial projections, management believes there is a possibility that we could be classified as a PFIC during the current taxable year. If we are classified as a PFIC for any year during a U.S. shareholder's holding period, then such U.S. shareholder generally will be required to treat any gain realized upon a disposition of common shares, or any so-called "excess distribution" received on their common shares, as ordinary income, and to pay an interest charge on a portion of such gain or distributions, unless the shareholder makes a timely and effective "qualified electing fund" ("**QEF Election**") or a "mark-to-market" election with respect to the common shares. A U.S. shareholder who makes a QEF Election generally must report on a current basis its share of the net capital gain and ordinary earnings for any year in which the Company is a PFIC, whether or not the Company distributes any amounts to its shareholders. U.S. shareholders should be aware that there can be no assurance that the Company will satisfy record keeping requirements that apply to a QEF Election, or that the Company will supply U.S. shareholders with information that such U.S. shareholders require to report under the QEF Election rules, in event that the Company is a PFIC and a U.S. shareholder wishes to make a QEF Election. Thus, U.S. shareholders may not be able to make a QEF Election with respect to their common shares. A U.S. shareholder who makes the mark-to-market election generally must include as ordinary income each year the excess of the fair market value of the common shares over the taxpayer's basis therein. This paragraph is qualified in its entirety by the discussion below in "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities - Certain U.S. Federal Income Tax Considerations for U.S. Residents." Each U.S. shareholder should consult his or her own tax advisor regarding the U.S. federal, U.S. state and local, and foreign tax consequences of the PFIC rules and the acquisition, ownership, and disposition of common shares.
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**ITEM 1B. UNRESOLVED STAFF COMMENTS**
None.
**ITEM 1C. CYBERSECURITY**
We maintain a cybersecurity program designed to identify, assess, manage and respond to cybersecurity risks that could result in operational disruption, financial loss or unauthorized access to data. The program includes system access controls, data backup procedures, cybersecurity insurance and disaster recovery capabilities intended to support business continuity. We also monitor emerging cybersecurity threats and evaluates potential incidents to determine materiality and appropriate response actions.
Responsibility for assessing and managing cybersecurity risks resides with the Company's management team. Management oversees the Company's cybersecurity risk management processes, monitors potential threats and coordinates responses to cybersecurity incidents in accordance with established procedures. Information technology general controls, including those designed to mitigate cybersecurity risks, are incorporated into management's evaluation of internal control over financial reporting.
Cybersecurity risks are considered as part of the Company's enterprise risk management processes and are reviewed periodically by the Company's board of directors. Management also provides periodic updates to the board regarding the Company's cybersecurity program and related risks.
We are not aware of any cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business.
However, despite the security measures implemented, our information systems, and those of our third-party service providers, remain vulnerable to cybersecurity threats. A successful cyberattack or other security incident could have a material adverse effect on our business, financial condition and results of operations.
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**ITEM 2. PROPERTIES**
**Summary**
We are an exploration and development stage company engaged in advancing copper properties in Nevada, United States. We hold our only material mineral property, the Yerington Copper Project located in Lyon County Nevada, through our wholly owned U.S. subsidiary, Singatse Peak Services LLC ("**SPS***")*.
As of December 31, 2025, we held interests in the following mineral properties:
|
Project/Propertyname |
Location |
DepositType |
Type of Interest |
Acres/Hectares |
Property Stage |
Ownership/Operator |
Materiality |
|
|
Yerington Copper Project
Yerington Pit
MacArthur Pit
Bear Deposit |
Lyon County Nevada, USA |
Copper |
5 fee simple parcels;82 patented mining claims;1,155 unpatented lode and placer mining claims |
26,464.59 acres |
Pre-feasibility |
SPS(Nuton earn-in) |
Material |
|
|
Hunewill |
Lyon County Nevada, USA |
Copper |
1 fee simple parcel |
39.14 acres |
Exploration |
SPS |
Not Material |
|
|
Wassuk |
Lyon County Nevada, USA |
Copper |
310 unpatented lode mining claims |
6,400 acres |
Exploration |
SPS(Nuton earn-in) |
Not Material |
|
|
Copper Canyon |
Lyon County Nevada, USA |
Copper |
60 unpatented lode mining claims |
1,240 acres |
Exploration |
SPS |
Not Material |
|
|
Butte Valley Royalty |
White Pine County, Nevada, USA |
Copper |
1405 unpatented mining claims; 1% Net Smelter Royalty; buydown to 0.5% for US $15 million |
39,000 acres |
Exploration |
Blue Copper Royalties LLC |
Not Material |
|
|
Nieves Project Interest |
Zacatecas, Mexico |
Silver |
5% net profits interest |
12,064 hectacres |
Exploration |
Blue Copper Royalties LLC |
Not Material |
|
**Yerington Copper Project**
Our principal asset is the Yerington Copper Project located in Lyon County, Nevada, a historic copper mining district with established infrastructure. The Project comprises multiple deposits, including the Yerington, MacArthur and Bear deposits, and consists of fee lands, patented mining claims and unpatented mining claims covering approximately 26,465 acres.
The Project is subject to the earn-in option agreement with Nuton described under "**Item 1. Business**."
In September 2025, we completed a PFS for the Project prepared in accordance with NI 43-101 standards. In February 2026, we filed with the SEC a TRS under S-K 1300. These reports evaluate development of the Project through conventional open-pit mining and heap leach processing with solvent extraction and electrowinning.
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The PFS and TRS established mineral resources and mineral reserves and support a projected mine life of approximately 12 years with average annual payable copper production of approximately 120 million pounds. Additional technical and economic information regarding the Project, including mineral resources, mineral reserves and development assumptions, is contained in the TRS filed as an exhibit to this Annual Report.
The Project remains at the development stage. Advancement toward construction remains subject to completion of a feasibility study, permitting, financing and other factors described under "*Item 1A. Risk Factors."*
***Project Location and Access***
The Yerington Copper Project is located near the geographic center of Lyon County, Nevada, US, along the eastern flank of the Singatse Range. The Project includes both the historic Yerington Property and the historic MacArthur open pit located approximately 4.5 miles to the northwest. The Project is bordered on the east by the town of Yerington, Nevada, which provides access via a network of paved and gravel roads that were used during previous mining operations.
The Property is approximately 70 miles by road from Reno Nevada, 50 miles south of Tahoe-Reno Industrial Center, and 10 miles from the nearest rail spur of Wabuska. Topographic coverage is provided by the U.S. Geological Survey "Mason Butte", Lincoln Flat", and the "Yerington" 7.5' topographic quadrangles.
Access to the Project from the town of Yerington follows US Highway ALT 95 north about one mile to the Burch Street turnoff, a paved road that leads west into the Yerington Property. Access into the mine area is fenced and restricted. Inside the fenced area a series of roads provide access to the property in Township 13 North, Range 25 East. Claims in Township 13 North, Range 24 East are accessed by several existing roads leading west from US Highway ALT 95, from one to three miles south of the town of Yerington. A 100-foot-wide gravel haul road that accessed the MacArthur open pit copper mine during the 1990s leads 3.5 miles south to the Yerington Mine Site. Beyond the MacArthur pit area are several existing historic two-track dirt roads that provide access throughout the property. Topographic coverage is on US Geological Survey "Mason Butte" and "Lincoln Flat" 7.5' topographic quadrangles.
The Bear deposit is located south-southeast of the MacArthur pit and can be accessed by farm roads that are directly connected to US Highway ALT 95.
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*Yerington Copper Project Location*
*Source: Tetra Tech, 2014
The Yerington Copper Project consists of three property areas that are considered Material Properties within the project area, the Yerington pit, the MacArthur pit, and the Bear deposit.
Regional Layout Map*
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*Source: Lion CG, 2025
**Project Stage***
The Project is a Pre-feasibility stage project with Mineral Reserves and Resources at the Yerington (which includes the Yerington pit and Vat Leach Tailings) and MacArthur deposits at the Project.
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***Local Resources and Infrastructure***
The nearest population center is the agricultural community of Yerington, one mile east of the Yerington pit. Formerly an active mining center from 1953 to 1978 and from 1989 to 1997, Yerington now serves as a base for three active exploration groups: SPS; HudBay Minerals Inc. (Mason Project copper-molybdenum property); and Southwest Critical Materials, LLC (Pumpkin Hollow Copper Project). Yerington hosts a work force active in, qualified for, and familiar with mining operations within a one-hour drive.
Yerington offers most necessities and amenities including police, hospital, groceries, fuel, regional airport, hardware, and other necessary infrastructure. One core drilling contractor is based in Yerington. Drilling supplies and assay laboratories can be found in Reno, a 1.5-hour drive. Reverse circulation drilling contractors are found in Silver Springs, Nevada, 33 miles north, as well as in the Winnemucca and Elko, Nevada areas, within a three- to five-hour drive from the site.
Power is available at the Yerington Property. NV Energy operates a 226 MW natural gas fueled power plant within ten miles of the Project site. The power infrastructure at the Yerington Property is expected to be readily available for a future mining operation due to the historical mine operations.
***Water Rights***
On March 13, 2025, we announced the successful negotiation of a Settlement Agreement with the Nevada Division of Water Resources and the Nevada State Engineering (collectively, the "**State**") to reinstate 3,452.8 ac-ft of previously forfeited water rights essential for the development of the Yerington Copper project. As a result, the State has officially rescinded its notice of forfeiture, thus restoring all our owned 6,014.5 ac-ft of water rights to good standing. This Settlement Agreement effectively terminates the legal proceedings initiated by us to defend its water rights.
***Property Claims***
The Yerington Project consists of 5 fee simple parcels and 82 patented mining claims totaling 2,767.59 acres, and 1,155 unpatented lode and placer claims totaling 26,464.59acres. The unpatented claims are located on lands administered by the US Department of Interior, Bureau of Land Management (BLM).
The private land, patented claims, and 23 unpatented mining claims were acquired on April 27, 2011, when SPS closed a transaction under which assets of Arimetco, Inc. (Arimetco), a Nevada corporation, were acquired. Private properties are located in Township 13 North, Range 25 East in Sections 4, 5, 8, 9, 16, 17, and 21, and patented claims are located within Township 13 North, Range 25 East in Sections 16, 17, 19, 21, 31, and 32 and in Township 13 North, Range 24 East in Sections 22-25 and 36.
The additional unpatented claims were staked prior to or subsequent to the acquisition by SPS. SPS's claims are located in: Sections 1 and 2, Township 12 North, Range 24 East; Sections 1-3, 8, 9, 11-14, 22-27, 35, 36, Township 13 North, Range 24 East; Sections 4-9, 16-21, and 30-32, Township 13 North, Range 25 East; Sections 1-4, 9-16, 22-27, 34-36, Township 14 North, Range 24 East; Sections 19-20, 29-31 Township 14 North, Range 25 East; Sections 33-36 Township 15 North, Range 24 East, Mount Diablo Base & Meridian.
The purchase of the Arimetco assets was accomplished through a US$500,000 cash payment, 250,000 shares of Quaterra common stock, and a 2% net smelter return royalty capped at $7.5 million on production from any claims owned by its subsidiary Quaterra Alaska, Inc (including Quaterra's MacArthur Property) in the Yerington mining district.
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A portion of the claims around the historic MacArthur mine were acquired by exercising a "Mining Lease with Option to Purchase". The original purchase option dated September 13, 2005, between North and us, as amended, was exercised on February 9, 2015. Our purchase is subject to a two percent NSR with a royalty buy down option of $1,000,000 to purchase one percent of the NSR, leaving a perpetual one percent NSR.
A portion of the MacArthur claim group is also included in the area referred to as the "Royalty Area" in our purchase agreement for the acquisition of Arimetco's Yerington properties. Under this agreement, MacArthur claims within this area (as well as the Yerington properties) are subject to a two percent NSR production royalty derived from the sales of ores, minerals and materials mined and marketed from the Property up to $7,500,000.
Ownership of the patented claims and private land is maintained through payment of county assessed taxes, while unpatented lode claims staked in the United States require a federal annual maintenance fee of $200 each, due by 12:00 pm (noon) on September 1 of each year. Further, each unpatented claim staked in Nevada requires an Intent to Hold fee of $15.00, plus filing fees, due by November 1 of each year payable to the County Recorder of the appropriate Nevada county. All SPS claims are current.
Unpatented lode claims have been staked by placing a location monument (two- by two-in by four-foot-high wood post) along the center line of each claim and two- by two-inch by four-foot-high wood posts at all four corners, with all posts properly identified in accordance with the rules and regulations of the BLM and the State of Nevada. Maximum dimensions of unpatented lode claims are 600 feet 1,500 feet.
***Geology, Mineralization and Deposit***
The Yerington, Bear, and MacArthur copper Deposits are hosted in Middle Jurassic intrusive rocks of the Yerington Batholith.
Copper mineralization in the deposits occurs in all three phases of the Yerington Batholith. Intrusive phases, from oldest to youngest, are known as the McLeod Hill Quartz Monzodiorite (field name granodiorite), the Bear Quartz Monzonite, and the Luhr Hill Granite, the source of quartz monzonitic (i.e. granite) porphyry dikes related to copper mineralization.
Following uplift and erosion, a thick Tertiary volcanic section was deposited, circa 18-17 Ma. This entire rock package was then extended along northerly striking, down-to-the-east normal faults that flatten at depth, creating an estimated 2.5 miles of west to east dilation-displacement (Proffett and Dilles, 1984). The extension rotated the section such that the near vertically emplaced batholiths were tilted 60 to 90 westerly. Pre-tilt, flat-lying Tertiary volcanics now crop out as steeply west dipping units in the Singatse Range. The easterly extension thus created a present-day surface such that a plan map view represents a cross-section of the geology.
*Yerington Deposit*
The general geometry of copper mineralization below the Yerington pit is an elongate body extending 6,600 feet along a strike of S62E. The modeled mineralization has an average width of 2,000 feet and has been defined by drilling to an average depth of 400-500 feet below the pit bottom at the 3,500-foot elevation.
The copper mineralization and alteration throughout the Yerington District is unusual for porphyry copper camps in that the mineralization is "stripey", occurring in WNW striking bands or stripes between materials of lesser grade. Clearly, much of this geometry is influenced by the strong, district-wide WNW structural grain observed in fault, fracture and, especially, porphyry dike orientations. Altered, mineralized bands range in width from tens of feet to 200-foot-wide mineralized porphyry dikes mined in the Yerington pit by Anaconda.
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Greenish, greenish blue chrysocolla (CuSiO3.2H20) was the dominant copper oxide mineral, occurring as fracture coatings and fillings, easily amenable to an acid leach solution. Historic Anaconda drill logs note lesser neotocite, also referred to as black copper wad (Cu, Fe, Mn), SiO2 as well as rare tenorite (CuO) and cuprite (Cu2O). Oxide copper also occurs in iron oxide/limonite fracture coatings and selvages.
Chalcopyrite (CuFeS2) was the dominant copper sulfide mineral occurring with minor bornite (Cu5FeS4) primarily hosted in A-type quartz veins in the older porphyry dikes and in quartz monzonite and granodiorite, as well as disseminated between veins in host rock at lesser grade.
*MacArthur Deposit*
The MacArthur Deposit is a large copper mineralized system containing near-surface acid soluble copper and the potential for a significant primary sulfide resource that remains underexplored. The MacArthur Deposit is hosted in middle Jurassic granodiorite and quartz monzonite intruded by west-northwesterly-trending, moderate to steeply north-dipping quartz monzonite porphyry dike swarms. The mineralization dominantly occurs as a 50 to 150-ft thick, tabular zone of secondary copper (in the form of oxides and/or chalcocite) covering an area of approximately two square miles. Limited drilling has also intersected underlying primary copper mineralization open to the north, but only partially tested to the west and east.
Oxide copper mineralization is most abundant and particularly well exposed in the walls of the legacy MacArthur pit. The most common copper mineral is chrysocolla; also present is black copper wad (neotocite) along with traces of cuprite and tenorite. The flat-lying zones of oxide copper mirror topography, exhibit strong fracture control and range in thickness from 50 to 100 feet. Secondary chalcocite mineralization forms a blanket up to 50 feet or more in thickness that is mixed with and underlies the oxide copper. Primary chalcopyrite mineralization has been intersected in several locations mixed with and below the chalcocite. The extent of the primary copper is unknown as many of the holes bottomed at 400 feet or less.
Like the other deposits in the Yerington Mining District, the MacArthur deposit has experienced complex faulting and tilting. Events leading to the current geometry and distribution of known mineralization include: 1) Middle Jurassic emplacement of primary porphyry copper mineralization by quartz monzonite dikes intruding the Yerington batholith; 2) Late Tertiary westward tilting of the porphyry deposit from 60 to 90 through Basin and Range extensional faulting; 3) secondary (supergene) enrichment resulting in the formation of a widespread, tabular zone of secondary chalcocite mineralization below outcrops of oxidized rocks called leached cap; 4) oxidation of outcropping and near-surface parts of this chalcocite blanket, as well as oxidation of the primary porphyry sulfide system.
*Bear Deposit*
The Bear Deposit occurs below 500 to 1,000 feet of valley fill and volcanic rocks of Tertiary age. Mineralization occurs predominantly in quartz monzonite, border phase quartz monzonite, and quartz monzonite porphyry dikes of Jurassic age.
The mineralization of the Bear Deposit is predominantly related to micaceous veining rather than A-type quartz veining common in the Yerington Deposit. Mineralization also occurs in distinct sulfide veins (dominantly chalcopyrite) as well as in calc-silicate altered zones where sulfide mineralization tends to occur in gobs and knots. No copper oxide mineralization is present and only minor occurrences of chalcocite have been noted. Molybdenite is a common sulfide within the deposit. However, only about 20% of the historic core samples have been analyzed for molybdenite and more studies are necessary to better understand its average grade and distribution.
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The deposit is displaced by the gently east-dipping normal fault known as the Bear fault. The fault is defined by strongly sheared dark clay gouge with andesite and sulfide fragments. The Bear fault is further down dropped by steep range front normal faults. On the western part of the deposit the mineralization occurs within the foot wall of the Bear fault while to the east the mineralization occurs deeper within the hanging wall of the Bear fault
The Bear Deposit is prospective because of its very large size, historic drilling and potential for higher grades than district averages. Molybdenum could also represent a by-product credit at the Bear Deposit.
***Exploration History***
Exploration activities at the Yerington Copper Project have been conducted by the Company and prior operators over several decades and include geological mapping, geophysical surveys, drilling and metallurgical testing. These historical and recent programs support the current geological interpretation and the mineral resource and reserve estimates presented in the TRS. The Company expects to continue technical and development work programs as part of advancing the Yerington Copper Project.
*Environmental Considerations*
Permitting the Yerington Copper Project, inclusive of the Yerington Property and MacArthur Property, will require approvals and authorizations from various Federal, State and Local agencies. SPS is developing a permitting strategy to identify and address the range of environmental and social requirements and standards applicable to the Project.
SPS intends to ensure that characterization of environmental resources at the Yerington and MacArthur Properties is complete and adequate to support development of a Mine Plan of Operations and Reclamation Plan Permit Application, support analyses and modeling studies to complete impact assessments, and inform and satisfy all other permitting requirements.
The Yerington Property has been characterized through previous permitting efforts, environmental studies, and analyses, and as part of the regulatory compliance process during previous operations. SPS is currently developing a regional numerical groundwater model, including a Pit Lake fate and transport model, to assess potential impacts to the groundwater system from dewatering the existing Pit Lake and expanding and deepening the Yerington pit.
The Yerington Property is undergoing active remediation of the former Anaconda and Arimetco mining operations (brownfield site). Atlantic Richfield Company (ARC) has the responsibility for remediation at the Yerington Property. Prior to acquiring the Yerington Property in 2011, SPS performed due diligence following guidelines of a BFPP defense to shield SPS from legacy liabilities. In 2009, the State of Nevada, EPA and BLM issued letters outlining activities SPS needed to take to achieve and maintain BFPP status under State and Federal law. SPS continues to perform the activities to maintain the BFPP status. SPS entered into a Master Agreement with ARC effective June 1, 2015, that outlines the parties' responsibilities concerning cooperation, access, property rights, liabilities, federal land acquisition, preservation of SPS's property and mineral rights and coordination of the use of the brownfield site by ARC to complete remedial actions and by SPS for exploration, mining, and mineral processing activities. These agreements reduce SPS's risks regarding environmental liabilities from past exploration, mining and mineral processing which took place at the Yerington brownfield site prior to SPS's acquisition in 2011. These agreements allow SPS to proceed with mine development and operation in parallel with ARC's ongoing remediation activities. Areas of the Yerington Property that are included in the proposed Yerington Copper Project are envisioned to be reclaimed as part of mine closure and covered by a new reclamation bond. Synchronization of remediation with mining will be ongoing and refined during the next stage of mine development.
24
SPS intends to reclaim disturbed areas resulting from activities associated with the Project in accordance with BLM Surface Management and the State of Nevada NDEP regulations. The State of Nevada requires development of a Reclamation Plan for any new mining project and for expansions of existing operations meeting requirements to return mined lands to a productive post-mining land use.
***Drilling***
*Yerington Deposit*
Our 2011 drilling program totaled 21,887 feet in 42 holes. That included 6,871 feet of core: 14 HQ (2.5-inch) core holes, which includes one hole (SP-010) collared in PQ (3.345-inch) and reduced to HQ at 147 feet. Reverse circulation (RC) drilling totalled 15,016 feet in twenty-eight 4.5-inch RC holes. Fourteen core holes and four RC holes were drilled to twin Anaconda core holes, while the remaining 24 RC holes were targeted for expansion of mineralization laterally and below historic Anaconda drill intercepts along the perimeter of the Yerington pit.
Drill hole siting was constrained by pit wall geometry and by the presence of the pit lake and was confined to selected benches around the Yerington pit to maintain safe access around the existing pit lake.
The total area covered by the drilling resembles an elliptical doughnut (the accessible ramps and roads along perimeter within the Yerington pit). Drill hole spacing is irregular due to access and safety limitations within the pit.
The 2017 and 2022 drilling focused on deeper drill holes to confirm the extents of mineralization. We completed an additional seven holes totalling 15,636.7 feet. Four of the holes were pre-collared using RC and changed to HQ sized core.
Diamond drilling was completed at Yerington in 2024 totaling 3,457.5 ft of drilling in four core drill holes which were targeted for expansion and resource upgrade.
In 2025, geotechnical 8.25-inch outside diameter hollow stem auger drilling was completed at Yerington to characterize subsurface conditions in citing a heap leach facility. In total, 14 drill holes were completed, totalling 1,359 feet.
*MacArthur Deposits*
From 2007 through to 2010, we completed an extensive drilling program of 123,005 feet in 375 drill holes including 28,472 feet of core over 32 holes and 94,533 feet of RC drilling over 343 holes. Our initial objective was to verify and expand the MacArthur oxide resource, as defined by the 1970's Anaconda drilling.
Taking into account minor secondary chalcocite intersected in the few Anaconda drillholes that reached depths greater than 300 feet, we successfully targeted a deeper chalcocite zone in step out holes from the MacArthur pit area. The program expanded the oxide mineralization, and encountered a large, underlying tabular blanket of mixed oxide-chalcocite mineralization. Our deeper drillholes testing the western and northern margins of the chalcocite mineralization encountered primary copper sulfide mineralization below the chalcocite blanket.
25
In 2011, drilling centered on an approximate one-half square mile area from the North Ridge area to the present-day MacArthur pit, and the Gallagher area located west of the existing MacArthur pit. Drill spacing was reduced to 250-foot centers on several drill fences. South-bearing angle holes tested the WNW, north dipping structural / mineralized grain and east- and west-bearing angle holes tested orthogonal structure. In 2021, a focus was made to continue upgrading the resource in the main portion of the MacArthur Deposit as well as to step out to the east-southeast to test for additional acid soluble copper mineralization.
In 2011, 3,275 feet of PQ size core was drilled at 26 sites for the purpose of metallurgical test work. PQ holes twinned existing RC and core holes.
In 2021, 5,147 feet of exploration drilling in ten holes was completed, and 4,445 feet of PQ size core was drilled in thirteen holes for metallurgical sampling.
In 2024, 6,165 feet of exploration drilling in 18 reverse circulation drill holes was completed.
*Bear Deposit*
We have drilled 10 holes totalling 34,283.5 feet at the Bear since 2015. The drill holes were pre-collared using sonic, reverse circulation or rotary drilling prior to core drilling. Drilling was focused on expanding the Bear deposit to the northeast and to the northwest.
*Residuals Drilling*
Numerous sites of low-grade mineralization and waste dumps are present at the Yerington. Some of these have been sampled, post deposition, to determine an average grade and to conduct metallurgical testing. One area is included in the mineral reserve and resource estimate:
- Vat Leach Tailings (VLT) which are low-grade oxide tailings that lie northwest of the Yerington pit
*Vat Leach Tailings*
Oxide tailings, or VLT, are the leached products of Anaconda's vat leach copper extraction process. The oxide tailings dumps, located north of the process areas, contain the crushed rock that remained following the extraction of copper in the vat leaching process. The vat leach process involved crushing ore into a uniform minus 0.5-inch size and loading it into one of eight large concrete leach vats where weak sulfuric acid was circulated over an 8-day period. Following the 8-day cycle, the spent ore was removed from the vats and transferred to haul trucks for conveyance to the oxide tailings area.
In May and June of 2012 22 drill holes, VLT-001 to VLT-022, first completed with wet sonic drilling methods. In September 2012, nine dry rotosonic drill holes (Prosonic) twinned the wet sonic drill holes configured with an 8-inch-diameter drill pipe and a 7-inch core. "T" was added to the hole number to identify the twin holes.
***Metallurgical Testing***
Yerington and MacArthur oxide materials are well-suited to standard heap leaching. The projected operational scaled-up copper recoveries for these oxide materials are approximately 68% for Yerington and 46-59% for MacArthur, with expected net acid consumption of approximately 15 lb/ton and 20-42 lb/ton, respectively. The VLT projected operational scaled-up copper recovery is 69% with a net acid consumption of 15 lb/ton.
26
Primary sulfide materials at Yerington will be processed using Nuton technologies The projected operation scaled-up copper recovery is 73% with a net acid consumption of 30 lb/t.
*Yerington Deposit*
Oxide and sulfide at Yerington will be processed using separate heap leach pads. Oxide material will be processed using modern oxide heap leaching techniques, while the sulfides will be processed using Nuton methods.
The metallurgical Nuton testing on Yerington sulfide materials remains ongoing.
Several synergies exist that improve the metallurgical performance of oxide materials while simultaneously reducing operating costs for both the oxide and sulfide leach methods.
*MacArthur Deposits*
Oxide material from MacArthur will be placed Run of Mine on a separate leach pad, optimized adjacent to the MacArthur pits.
***Mineral Resources***
*Resource Estimation Methodology*
The reserve and resource pit shells were completed with various input parameters including estimates of the expected mining, processing, and G&A costs, as well as metallurgical recoveries, pit slopes and reasonable long-term metal price assumptions. AGP worked together with Lion CG and the study team personnel to select appropriate operating cost parameters for the open pits.
The mining costs are based on cost estimates for equipment from vendors specific to the Yerington Copper Project and previous studies completed by AGP. Process feed material is sent to separate destinations and the costs reflect that. The mining cost estimates are based on the use of 102-ton trucks using an approximate waste dump configuration to determine incremental hauls for process feed and waste.
Geotechnical sectors used for the Yerington resource were based on AGP's 2023 review of past operating reports. Pit slopes ranged from 40-45 degrees. For the MacArthur area pits a slope of 40 degrees was applied.
Process costs and recoveries by feed type were provided by Samuels Engineering. Metallurgical recoveries ranged from 70% for oxide materials and 74% for sulfide materials for the Yerington resource areas. Recoveries for the MacArthur resources are 55% for the MacArthur domain, 53% for the North Ridge domain, and 54% for the Gallagher domain.
Total copper grades are used in the revenue calculations with the appropriate recoveries applied to them.
For block valuation, a Net Smelter Rate ("NSR") ($/t) was determined for every block and used with the Lerchs-Grossman routine within Mine Plan.
27
A variable cut-off grade of 0.04% TCu for oxide material and 0.08% TCu for sulfide material was determined for the Yerington Deposit. For the MacArthur Deposit, a cut-off grade of 0.05% TCu was used for the MacArthur domain and a 0.06% TCu cut-off for the North Ridge domain, and a 0.07% TCu cut-off was used for the Gallagher domain. For the VLT a cut-off of 0.03% TCu was used. For all deposits, a copper metal price of US$4.40/lb was utilized and based on historic average price (determined October 2024) of US$3.90/lb Cu escalated approximately 15%. Net price after smelting, refining, and transportation is US$4.22/lb Cu.
*Yerington Deposit*
The mineral resources were classified in accordance with S-K 1300 definitions. The Yerington Deposit Mineral Resource estimate involved assay analyses and the interpretation of a geologic model which describes the spatial distribution of copper within the Yerington Deposit. Interpolation parameters were defined based on geological considerations, drill hole spacing, and geostatistical analysis of the data. Classification of the Yerington Deposit Mineral Resources was done based on their proximity to sample locations and their suitability for mining production. The 2023 Yerington Copper Project Mineral Resource amenable to open pit extraction was reported at 0.04% total copper (TCu) cut-off grade for oxide mineralization and 0.08% TCu cut-off grade for sulfide mineralization.
Mineral Resources are not Mineral Reserves do not have demonstrated economic viability. This estimate of Mineral Resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, and other relevant issues.
The updated Mineral Resources for the Yerington Deposit are as follows: Measured Resources of 121.7 MTons at 0.27 TCu%; Indicated Resources of 323.3 MTons at 0.21 TCu%; and Inferred Resources of 108.5 MTons at 0.15 TCu%. The Mineral Resource is current on December 31, 2025.
**Yerington Deposit - Summary of Copper Mineral Resources at the End of the Fiscal Year Ended December 31, 2025**
|
Material |
Cut-off Grade(TCu%) |
Tons (kt) |
TCu% |
Copper (Mlbs) |
|
|
Measured Oxide |
0.04 |
37,531 |
0.21 |
157.6 |
|
|
Measured Sulfide |
0.08 |
84,163 |
0.30 |
505.0 |
|
|
Measured Total |
|
121,694 |
0.27 |
662.6 |
|
|
Indicated Oxide |
0.04 |
60,043 |
0.16 |
192.1 |
|
|
Indicated Sulfide |
0.08 |
263,230 |
0.22 |
1,158.2 |
|
|
Indicated Total |
|
323,273 |
0.21 |
1,350.3 |
|
|
Measured+Indicated Oxide |
0.04 |
97,574 |
0.18 |
349.7 |
|
|
Measured+Indicated Sulfide |
0.08 |
347,393 |
0.24 |
1,663.2 |
|
|
Measured+Indicated Total |
|
444,967 |
0.23 |
2,013.0 |
|
|
Inferred Oxide |
0.04 |
40,9167 |
0.12 |
98.2 |
|
|
Inferred Sulfide |
0.08 |
67,576 |
0.17 |
229.8 |
|
|
Inferred Total |
|
108,493 |
0.15 |
328.0 |
|
Notes: Mineral resources are reported in situ and the effective date is March 17, 2025. Mineral resources are not mineral reserves and do not demonstrate economic viability.
Mineral resources are reported within a conceptual pit shell that used the following input parameters: a variable break-even economic cut-off grade of 0.04 % TCu and 0.08% TCu, for oxide and sulfide material respectively, based on assumptions of a net copper price of US$4.22 per pound (after smelting, refining, transportation, and royalty charges), 70% recovery in oxide material, 74% recovery in sulfide material, base mining costs of $2.49/st for oxide and $2.22/st for sulfide, and processing plus G&A costs of $2.00/st for oxide and $4.44/st for sulfide.
28
All figures are rounded to reflect the relative accuracy of the estimates and totals may not add correctly.
*Vat Leach Tailings*
Oxide tailings, or Vat Leach Tailings ("VLT"), are the residual leached products of Anaconda's vat leach copper extraction process. The oxide tailings dumps, located north of the previous process areas, contain the crushed rock and the red sludge at the base of the leach vats that remained following the extraction of copper in the vat leaching process.
No controls for mineralization were used as this is primarily low-grade oxide mineralization in surface stockpiles and are not in situ. The volume of the VLT was estimated by comparing the current topography based on 2023 LiDAR survey and interpreted original topography.
The mineral resource estimates were classified in accordance with the definitions in S-K 1300. The VLT block model TCu was interpolated using inverse distance weighting to the second power methods (ID2). The resource classification was applied based on the distance to nearest composite reported for the ID2 interpolation.
Mineral Resources are not Mineral Reserves do not have demonstrated economic viability. This estimate of Mineral Resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, and other relevant issues.
The 2023 VLT Mineral Resource amenable to open pit extraction was reported at 0.03% TCu cut-off grade. The updated VLT Mineral Resource is as follows: Indicated Resources of 36.5 Mtons at 0.09% TCu and Inferred Resources of 26.4 Mtons at 0.09% TCu. The Mineral Resource is current as of December 31, 2024.
**VLT - Summary of Copper Mineral Resources at the End of the Fiscal Year Ended December 31, 2025**
|
Class |
Cut-off Grade (TCu%) |
Tons (kt) |
TCu% |
Copper (Mlbs) |
ASCU% |
ASCU (Mlbs) |
|
|
Indicated |
>= 0.03 |
36,512 |
0.09 |
65.7 |
0.05 |
36.5 |
|
|
Inferred |
>= 0.03 |
26,420 |
0.09 |
47.6 |
0.05 |
28.4 |
|
Notes: Mineral resources reported for the VLT are for surficial deposits and not in situ. Effective date for this Mineral Resource estimate is March 17, 2025.
The 2025 Mineral Resource estimate uses a break-even economic cut-off grade of 0.03 % TCu based on assumptions of a net copper price of US$4.22 per pound (after smelting, refining, transportation, and royalty charges) and 75% recovery in oxide material.
Mineral Resources are not Mineral Reserves and do not demonstrate economic viability.
The Mineral Resource estimate is reported from within the resource pit shell containing Indicated and Inferred Mineral Resources.
There is no certainty that all or any part of the Mineral Resource estimate will be converted into Mineral Reserves.
All figures are rounded to reflect the relative accuracy of the estimates and totals may not add correctly.
*MacArthur Deposits*
The MacArthur Deposit Mineral Resources were classified in accordance with S-K 1300 definitions. The Mineral Resources for the MacArthur Deposits are contained within a pit shell defined by the current understanding of costs and recovery of copper based on the intended recovery method of heap leaching using sulfuric acid.
29
A variable cut-off grade was utilized. A 0.05% TCu cut-off was used for the MacArthur domain, a 0.06% TCu cut-off for the North Ridge domain, and a 0.07% TCu cut-off for the Gallagher domain. The MacArthur block model TCu was interpolated using inverse distance weighting to the third power (ID3).
Mineral Resources are not Mineral Reserves do not have demonstrated economic viability. This estimate of Mineral Resources may be materially affected by environmental permitting, legal, title, taxation, sociopolitical, marketing, and other relevant issues.
The Mineral Resources for the MacArthur Deposit are: Measured Resources of 163.3 MTons at 0.18 TCu%; Indicated Resources of 155.1 MTons at 0.15 TCu%; and Inferred Resources of 23.2 MTons at 0.15 TCu% (Table 5). The Mineral Resource is current as of December 31, 2024.
**MacArthur -****Summary of Copper Mineral Resources at the End of the Fiscal Year Ended December 31, 2025**
|
Class |
Tons (kt) |
TCu% |
Copper (Mlbs) |
|
|
Measured |
163,333 |
0.18 |
577.8 |
|
|
Indicated |
155,086 |
0.15 |
471.6 |
|
|
Sum Measured+Indicated |
318,419 |
0.17 |
1,049.4 |
|
|
Inferred |
23,169 |
0.15 |
67.9 |
|
Notes:
Mineral resources are reported in situ and are current as of March 17, 2025.
Mineral resources are not mineral reserves and do not have demonstrated economic viability.
Herb Welhener, Vice president of IMC is qualified person for the MacArthur Mineral Resource estimate.
Mineral resources are reported within a conceptual pit shell that uses the following input parameters:
Metal price of $4.40/lb Cu; process costs between $1.67 and $2.14/st; and base mining costs for heap tonnage of $2.49/st and $2.53/st for waste,
Recovery of Total Copper in redox zones of leach cap, overburden, oxide and mixed: MacArthur domain 55%, North Ridge domain 53%, Gallagher domain 54%, recovery in sulfide redox = 0%
Cut-off grade: for leach cap, overburden, oxide and transition is 0.05% TCu in MacArthur, 0.06% Tcu in North Ridge and 0.07% Tcu in Gallagher
Total resource shell tonnage = 438,601ktons
***Mineral Reserve Estimates***
Only Measured and Indicated resources were used for Mineral Reserve Estimation. Pit optimization shells were completed for each area. These were plotted to determine the ultimate shell for pit design purposes and help in the pit development phase determination.
A restriction was placed on the pit optimization runs for the Yerington pit so that pit shells were not expanded to the east past the highway into proximity with the Walker River. The existing pit crest was used as that limit. The shell chosen for the Yerington pit design was Revenue Factor (RF) = 0.9 or $3.51/lb copper. This is where 98% of the RF=1 pit revenue was achieved, with only 67% of the waste material needed to be moved.
30
For the VLT area, pits were generated, but the RF=1 pit was selected to fully remove the material where the sulfide heap leach facility would be placed. In later phased expansions, the sulfide facility will expand onto the current VLT location.
Pit optimization for the MacArthur area was completed in the same manner. Various pits were examined from a phasing perspective, but the RF=1.0 pit was selected as a single phase. This shell was used for the designs in all three areas (MacArthur, Gallagher, and North Ridge) of MacArthur.
A cut-off was applied to each pit as follows: Yerington pit - 0.05% TCu, VLT pit - 0.03% TCu, MacArthur pit - 0.05% TCu, Gallagher pit - 0.07% TCu, and North Ridge pit - 0.06% TCu. A US$3.90/lb copper price was used for each area.
**Yerington Deposit - Summary of Copper Mineral Reserves at the End of the Fiscal Year Ended December 31, 2025**
|
PitArea |
|
Proven |
Probable |
Total |
|
|
OreType |
CutoffGrade(Cu%) |
Tons(kt) |
Grade(Cu%) |
Copper(Mlbs) |
Tons(kt) |
Grade(Cu%) |
Copper(Mlbs) |
Tons(kt) |
Grade(Cu%) |
Copper(Mlbs) |
|
|
Yerington Area |
|
|
Yerington Pit |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
0.05 |
34,295 |
0.22 |
148.3 |
41,785 |
0.16 |
137.6 |
76,080 |
0.19 |
285.9 |
|
|
Sulfide |
0.09 |
81,037 |
0.30 |
481.1 |
152,761 |
0.24 |
732.3 |
233,798 |
0.26 |
1,213.3 |
|
|
VLT |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
0.03 |
- |
- |
- |
31,896 |
0.09 |
55.6 |
31,896 |
0.09 |
55.6 |
|
|
Sulfide |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Yerington Subtotal |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
0.05 |
34,295 |
0.22 |
148.3 |
73,681 |
0.13 |
193.1 |
107,976 |
0.16 |
341.5 |
|
|
Sulfide |
- |
81,037 |
0.30 |
481.1 |
152,761 |
0.24 |
732.3 |
233,798 |
0.26 |
1,213.3 |
|
|
|
|
|
MacArthur Area |
|
|
MacArthur |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
0.05 |
89,425 |
0.19 |
330.9 |
27,185 |
0.16 |
87.3 |
116,610 |
0.18 |
418.3 |
|
|
Sulfide |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Gallagher |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
0.07 |
3,237 |
0.22 |
13.9 |
5,527 |
0.18 |
20.3 |
8,764 |
0.20 |
34.2 |
|
|
Sulfide |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
North Ridge |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
0.06 |
17,563 |
0.19 |
66.8 |
21,840 |
0.15 |
65.9 |
39,403 |
0.17 |
132.7 |
|
|
Sulfide |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
MacArthur Area Subtotal |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
|
110,224 |
0.19 |
411.7 |
54,553 |
0.16 |
173.5 |
164,777 |
0.18 |
585.2 |
|
31
|
Sulfide |
|
- |
- |
- |
- |
- |
|
|
|
|
|
|
Reserves Total |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
Oxide |
|
144,519 |
0.19 |
560.0 |
128,234 |
0.14 |
366.7 |
272,753 |
0.17 |
926.7 |
|
|
Sulfide |
|
81,037 |
0.30 |
481.1 |
152,761 |
0.24 |
732.3 |
233,798 |
0.26 |
1,213.3 |
|
|
Total |
225,556 |
0.23 |
1,041.1 |
280,995 |
0.20 |
1,099.0 |
506,551 |
0.21 |
2,140.0 |
|
Note:This mineral reserve estimate has an effective date of May 31, 2025, and is based on the mineral resource estimates for Yerington and VLT dated March 17, 2025, by AGP Mining Consultants Inc. and MacArthur Area Pits dated March 17, 2025, by Independent Mining Consultants Inc. The Mineral Reserve estimate was completed under the supervision of Gordon Zurowski, P.Eng. of AGP, who is a Qualified Person as defined under NI 43-101. Mineral Reserves are stated within the final pit designs based on a $3.90/lb copper price.
The copper cutoff grades used were:
Yerington Pit - 0.05% copper (oxide ROM), 0.09% copper (sulfide)
VLT Pit - 0.03% copper (oxide ROM)
MacArthur - 0.05% copper (oxide ROM)
Gallagher Pit - 0.07% copper (oxide ROM)
North Ridge Pit - 0.06% copper (oxide ROM)
Open pit mining costs varied by area and elevation with waste of $2.53/t, oxide material at $2.49/t and sulfide at $2.22/t. Incremental costs of $0.027/25ft bench were applied below the 4225-foot elevation for waste and oxide and 0.024/t for sulfide material below the 4225-foot elevation.
Processing costs were based on the use of an acid plant at site with crushing for sulfide material. The processing costs by pit area were:
Yerington Pit - $2.00/t ore (oxide ROM), $4.44/t (sulfide)
VLT Pit - $1.34/t ore (oxide ROM)
MacArthur - $1.67/t ore (oxide ROM)
Gallagher Pit - $2.14/t ore (oxide ROM)
North Ridge Pit - $1.73/t ore (oxide ROM)
G&A costs were $0.49/t ore.
Process copper recoveries varied by material and area and were as follows:
Yerington Pit - 70% (oxide ROM), 74% (sulfide)
VLT Pit - 75% (oxide ROM)
MacArthur - 55% (oxide ROM)
Gallagher Pit - 54% (oxide ROM)
North Ridge Pit - 55% (oxide ROM)
***Mining Methods***
Open pit mining offers the best approach for development of the deposits based on the size of the resource, tenor of the grade, grade distribution and proximity to topography for the deposits.
The PFS mine schedule totals 506.6 Mt of heap leach feed grading 0.21% copper over a processing life of just under 12 years. Open pit waste tonnages from the various areas total 159.8 Mt and will be placed into waste storage areas adjacent to the open pits. The overall open pit strip ratio is 0.32:1 (waste: heap feed).
Three heap leach facilities will be used to provide copper solution to the processing (SX/EW) facilities. The sulfide HLF located near the Yerington pit will utilize the Nuton process for the leaching of sulfide feed from the Yerington pit. The Nuton facility will have a peak feed rate of 35 Mtpa through a crushing plant. The Yerington pit is the only supply of sulfide material for the PFS. The other process stream will employ conventional oxide copper leaching technology with ROM material. One oxide HLF will be located at Yerington for the Yerington oxide and VLT material while the other oxide HLF will be adjacent to the MacArthur pits.
32
The current mine plan includes minimal pre-stripping as the bottom of the existing pit still contains material suitable for placement on a HLF with conventional leaching and use of the Nuton process for the sulfide materials.
The open pit mining starts in Year 1 and continues uninterrupted until early in Year 12.
Conventional mining equipment was selected to meet the required production schedule, with additional support equipment for road, waste rock storage, and pit bench maintenance as is typical in an open pit mine.
Drilling will be completed with down-the-hole-hammer (DTH) electric drills with 6" bits. A smaller 5" drill is used for tighter working areas. The primary loading units will be 21 yd electric hydraulic shovels. Additional loading will be completed by 15 yd loaders. It is expected that one of the loaders will be at the primary crusher for most of its operating time. The haulage trucks will be conventional 100-ton rigid body trucks.
***Mineral Processing & Metallurgical Testing***
Copper mineralization at the Yerington Copper Project exhibits characteristics typical of deposits in the Western United States. The unique orientation of the mineralized zones and the existence of both the Yerington and MacArthur deposits allows for the potential to process oxide, transitional and sulfide copper ores simultaneously.
Recent advances in processing technology, particularly the Nuton process, show improvements in recovering lower grade copper sulfide ores using bio-leaching technology without the need for flotation concentration and smelting. Modelling and associated test work confirm that copper recoveries up to 77% are achievable on primary Yerington sulfide ore using Nuton Technology.
Current test campaigns are optimizing Nuton Technology and evaluating synergies across flowsheets that incorporate heap leach processing of oxide, transitional and sulfide ore.
Metallurgical copper extraction and recovery estimates for the Yerington Copper Project are summarized in the Yerington Copper Project Projected Recoveries by Deposit/Ore Type/Process. These projections are based on metallurgical test campaigns and data from historical operations at the Yerington project site.
Yerington Copper Project Project Recoveries by Deposit/Ore Type/Process(1)
|
Deposit |
Feed Type |
Crush Size |
TCuExtraction |
TCu Recoveryw/ OperationalScale-up Factor |
Net AcidConsumption(lb./t) |
|
|
MacArthur |
Oxide: MacArthur |
ROM |
64% |
59% |
20 |
|
|
Oxide: Gallagher |
ROM |
54% |
46% |
42 |
|
|
Oxide: North Ridge |
ROM |
55% |
46% |
38 |
|
|
Yerington |
Oxide |
ROM |
74% |
68% |
15 |
|
|
Residual: VLT |
As Received |
75% |
69% |
15 |
|
|
Primary Sulfide |
0.4-in. p80 |
77% |
73% |
30 |
|
(1) Based on metallurgical test work campaigns
33
***Planned Infrastructure***
The MacArthur and Yerington Sites have similar infrastructure, with Yerington as the main operating site. The major operating and administrative infrastructure will be located at Yerington Site.
Both MacArthur and Yerington Sites will have the following:
- Mine Pit(s)
- HLFs
- Waste Rock and Storage Facility (WRSF)
- Raffinate pond
- Pregnant Leach Solution (PLS) pond
- PLS event pond
- Solvent Extraction (SX) facility
- Pit dewatering and deep well water pumps
- Overhead power lines with connection to existing substations
- Railroad spur and railroad offloading
- Haul Roads
- Service Roads
The shared infrastructure between the two Sites includes:
- Railroad
- Connecting Service Road
- Intra-site pipelines
The Yerington Site will have the following additional infrastructure:
- Yerington Stockpiles: coarse ore and fine ore
- Truck shop
- Administrative buildings
- Crushing and Agglomeration circuit
- Common Electrowinning (EW) facility
- Water Treatment Plant
- Acid Plants (2)
- Cogeneration Plants (2)
- Fuel storage
***Project Permitting***
The Yerington and MacArthur Properties are on private and federal land administered by the BLM Sierra Front Field Office in the Carson City District. Proposed mining operations for the Project will require authorization from Federal, State, and local regulatory agencies, supported by requisite studies and analyses, along with public involvement.
The Table below provides an overview of the anticipated Federal, State, and County permits and approvals that may be required to dewater the Yerington Pit and construct/operate the Yerington Copper Project. This preliminary list of permits/authorizations may require modifications as additional mine planning and engineering designs are completed and results of baseline characterization studies and analyses are available.
34
Yerington Copper Project Project Anticipated Permit Requirements
|
Permit |
Regulatory Agency |
|
|
Federal Permitting |
|
|
Mine Plan of Operations/Record of Decision |
U.S. Department of the Interior, Bureau of Land Management (BLM) |
|
|
Incidental Take Permit (Golden Eagle) |
U.S. Fish and Wildlife Service (USFWS) |
|
|
404 Permit |
U.S. Army Corps of Engineers (USACE) |
|
|
Right of Way on Public Land (Railroad Spur) |
U.S. Bureau of Land Management (BLM) |
|
|
Certificate to Construct, Acquire, or Operate Railroad Line |
U.S. Surface Transportation Board (STB) |
|
|
Explosives Permit |
U.S. Department of Treasury, Bureau of Alcohol, Tobacco, Firearms, and Explosives |
|
|
Hazardous Waste Identification Number |
Environmental Protection Agency (EPA) |
|
|
Mine Identification Number |
Mine Safety and Health Administration (MSHA) |
|
|
State Permitting |
|
|
Water Pollution Control Permit (Project and pit dewatering) |
Nevada Division of Environmental Protection (NDEP)Bureau of Mining Regulation and Reclamation (BMRR) |
|
|
Reclamation Permit |
Nevada Division of Environmental Protection (NDEP)Bureau of Mining Regulation and Reclamation (BMRR) |
|
|
Air Quality Permit |
Nevada Division of Environmental Protection (NDEP)Bureau of Air Pollution Control (BAPC) |
|
|
Water Rights Appropriation |
Nevada Division of Water Resources (NDWR) |
|
|
Stormwater National Pollutant Discharge Elimination System (NPDES) Multi-Sector General Permit (MSGP) for Stormwater/ Stormwater Pollution Prevention Plan (SWPPP) |
Nevada Division of Environmental Protection (NDEP)Bureau of Water Pollution Control (BWPC) |
|
|
Spill Prevention, Control, and Countermeasure Plan (SPCC) |
Nevada Division of Environmental Protection (NDEP)Bureau of Water Pollution Control (BWPC) |
|
|
Individual NPDES Permit for Discharge to Surface Waters |
Nevada Division of Environmental Protection (NDEP) |
|
|
State Groundwater Permit |
Nevada Division of Environmental Protection (NDEP)Bureau of Water Pollution Control (BWPC) |
|
|
Section 401 Certification |
Nevada Division of Environmental Protection (NDEP)Bureau of Water Pollution Control (BWPC) |
|
|
Working in Waterways Permit |
Nevada Division of Environmental Protection (NDEP)Bureau of Water Pollution Control (BWPC) |
|
|
Notice of Dam Construction* |
Nevada Division of Water Resources (NDWR) |
|
|
Water Rights Appropriation |
Nevada Division of Water Resources (NDWR) |
|
|
Dam Safety Permit* |
Nevada Division of Water Resources (NDWR) |
|
|
Public Water System Permit |
NDEP, Bureau of Safe Drinking Water |
|
|
Hazardous Waste Management Permit |
NDEP, Bureau of Waste Management |
|
35
|
Industrial Artificial Pond Permit |
Nevada Department of Wildlife, Habitat Division |
|
|
Septic System Permit |
Nevada Division of Public Health |
|
|
Hazardous Materials Permit |
State Fire Marshal |
|
|
Hazardous Materials Storage Permit |
State Fire Marshal |
|
|
Local (County) |
|
|
Project Notification |
Lyon County |
|
|
Special Use Permit |
Lyon County |
|
|
Building Permit |
Lyon County |
|
|
Business License |
Lyon County |
|
Note:
*: Not anticipated at this time, but if the Heap Leach Facility (HLF) ponds are deemed jurisdictional dams, these permits may be required.
***Project Economics***
Capital Costs
The capital cost estimate encompasses all direct and indirect expenditures, complete with appropriate contingencies for the various facilities required to commence production, as outlined in this study. It's important to note that all equipment and materials are assumed to be new, and the estimate does not incorporate allowances for potential scope changes, escalation, or fluctuations in exchange rates. The execution strategy is rooted in an engineering, procurement, and construction management (EPCM) implementation approach, with Lion CG overseeing construction management and the packaging of discipline-based construction contracts.
This capital cost estimate for the Project has been developed to align with the requirements of a PFS, encompassing the costs associated with designing, constructing, and commissioning the necessary facilities.
The capital Cost Estimate Table below estimates the capital costs for the project, encompassing the mine, process facilities (including the 34 Mtpa crushing plant), heap leach facilities, on-site infrastructure, dewatering of the existing pit lake, and all associated project-related indirect expenditures and contingencies across major areas. The total capital cost estimate for the Project stands at approximately $1,732 million, with prices expressed in terms of Q1 2025 levels.
Yerington Copper Project Capital Cost Estimate
|
Area |
Initial Capital(M$) |
SustainingCapital (M$) |
Total Capital(M$) |
|
|
Open Pit Mining |
22.8 |
40.7 |
63.5 |
|
|
Processing |
143.4 |
318.5 |
461.9 |
|
|
Infrastructure |
176.4 |
228.1 |
404.5 |
|
|
Acid Plant/CoGen |
130.2 |
114 |
244.2 |
|
|
Dewatering |
42.5 |
17.5 |
60 |
|
|
Indirects |
74.0 |
125.7 |
199.7 |
|
|
Contingency |
134.7 |
163.2 |
297.9 |
|
|
Total |
724.0 |
1007.7 |
1731.7 |
|
36
Operating Costs
The estimated Project operating costs are shown in the Yerington Copper Project Operating Costs - Life of Mine Table.
Yerington Copper Project Operating Cost Estimate
|
Area |
Life of Mine($/t moved) |
Life of Mine ($/t process feed) |
Life of Mine($/lb copper payable) |
|
|
Open Pit Mining |
2.55 |
3.35 |
1.18 |
|
|
Processing |
1.42 |
1.87 |
0.66 |
|
|
G&A |
0.19 |
0.24 |
0.09 |
|
|
Total Operating Cost |
4.16 |
5.47 |
1.92 |
|
General data sources and assumptions used as the basis for estimating the process operating costs include:
Average production rate of 34 Mtpa for the Nuton circuit
Labor requirements as developed by AGP and Samuel Engineering
Unit cost of electrical energy of $0.065/kWhr
Unit cost of diesel fuel of $3.03/gal
Taxes are excluded from the G&A but are applied to the financial model
Financial Evaluation
Yerington Copper Project Financial Evaluation Base Case $4.30/lb copper
|
Parameter |
Unit |
Pre-tax |
Post-tax |
|
|
Net Revenue |
$USM |
2,914 |
2,315 |
|
|
NPV (7%) (LOM) |
$USM |
$975 |
$694 |
|
|
IRR (LOM) |
% |
16.9% |
14.6% |
|
|
Payback |
Years |
6.4 |
6.7 |
|
|
Cash Costs1 |
$US/lb payable |
$1.92 |
|
|
AISC1 |
$US/lb payable |
$2.67 |
|
|
Copper - Payable |
Mlbs |
1,443 |
|
|
Mine Life |
Years |
12 |
|
|
Average Annual Production LOM |
Mlbs |
120 |
|
|
LOM Production |
tons |
721,352 |
|
Total cash cost and AISC are non-GAAP measures and include royalties payable.
**Internal Controls over Exploration Results, Mineral Resources and Reserve Estimation**
The Company maintains internal controls over its exploration activities and mineral resource estimation for the Yerington Copper Project to support the reliability of data and reasonableness of estimates at the preliminary feasibility study stage.
37
**Quality Assurance and Quality Control (QA/QC)**
The Company applies industry-standard QA/QC procedures, including the use of certified reference materials, blanks, and duplicates, chain-of-custody protocols, and analysis by accredited independent laboratories. QA/QC results are reviewed by Company personnel and qualified persons to identify potential errors or bias.
**Verification of Analytical Procedures**
Analytical results are verified through reconciliation of laboratory data, review of methodologies, and independent checks by qualified persons. Geological interpretations and assay results are evaluated for consistency, and resource models are developed using industry-standard software with controlled access.
**Resource Estimation Controls**
Mineral resource estimates are prepared byqualified persons and include review of geological models, estimation parameters, and key assumptions. Management performs sensitivity analyses and documents key judgments supporting the estimates.
**Risk Considerations**
Resource estimation at the PFS stage involves inherent uncertainties, including geological variability, data limitations, metallurgical assumptions, and economic factors such as commodity prices and costs. The Company addresses these uncertainties through conservative assumptions, ongoing data validation, and oversight by experienced qualified persons.
Management believes these controls provide a reasonable basis for the reliability of exploration results and mineral resource estimates used in the Company's PFS-level evaluation.
**Qualified Person**
The scientific and technical information in this Annual Report relating to the Yerington Copper Project is based on information derived from the Technical Report Summary prepared in accordance with S-K 1300 and filed as an exhibit to this Annual Report. The TRS was prepared by qualified persons (each, a "Qualified Person") as defined in S-K 1300. The Company believes that the TRS and the information incorporated herein accurately summarize the material scientific and technical information concerning the Project.
**Other Properties**
**Hunewill Property, Nevada, US**
The Hunewill property consists of one fee land parcel located in Lyon County, Nevada. The property is an early-stage exploration asset with no known mineral resources or reserves and is not considered material to our business.
**Wassuk Property, Nevada, US**
38
The Wassuk Property consists of approximately 310 unpatented mining claims covering approximately 6,400 acres in Lyon County, Nevada. The property is an early-stage exploration asset with no known mineral resources or reserves. We hold a 100% interest in the property, subject to a 3% net smelter return royalty, reducible to 2% for a payment of $1.5 million. We do not consider the Wassuk Property to be material.
**Copper Canyon Property, Nevada, US**
The Copper Canyon property consists of approximately 60 unpatented mining claims covering approximately 1,240 acres in Lyon County, Nevada. The property is an early-stage exploration asset with no known mineral resources or reserves and is not considered material.
**ITEM 3. LEGAL PROCEEDINGS**
We are not a party to any pending legal proceedings and, to the best of our knowledge, none of our properties or assets are the subject of any pending legal proceedings.
**ITEM 4. MINE SAFETY DISCLOSURES**
We have no active mining operations or dormant mining assets currently and have no outstanding mine safety violations or other regulatory safety matters to report.
**PART II**
**ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
**Market Information**
The principal market on which our common shares are traded is the CSE under the symbol "**LEO**". Our common shares are also quoted for trading in the United States on the OTCQB under the symbol "**LCGMF**".
**Shareholders**
As of March 31, 2026 there were 252 registered holders of record of our common shares and an undetermined number of beneficial holders.
**Dividend Policy**
We have not paid any cash dividends on our common shares and do not anticipate paying any cash dividends in the foreseeable future.
**Securities Authorized for Issuance under Compensation Plans**
39
Please see Item 12 of this Form 10-K for a table setting forth the number of our common shares that are authorized to be issued pursuant to outstanding options and the number of securities remaining available to be issued under our option plan as of December 31, 2025.
**Purchases of Equity Securities by the Company and Affiliated Purchasers**
Neither the Company nor any affiliated purchaser of the Company (as defined in Rule 10b-18(a)(3) under the Exchange Act) has repurchased common shares of the Company in the year ended December 31, 2025.
**Unregistered Sales of Equity Securities**
All unregistered sales of equity securities by the Company during the fiscal year ended December 31, 2025 have been previously reported on Form 8-K.
**Exchange Controls**
There are no governmental laws, decrees or regulations in Canada that restrict the export or import of capital, including foreign exchange controls, or that affect the remittance of dividends, interest, or other payments to non-resident holders of the securities of the Company, other than Canadian withholding tax. See "Certain Canadian Federal Income Tax Considerations for U.S. Residents" below.
**Certain Canadian Federal Income Tax Considerations for U.S. Residents**
The following summarizes certain Canadian federal income tax consequences generally applicable under the Income Tax Act (Canada) and the regulations enacted thereunder (collectively, the "Canadian Tax Act") and the Canada-United States Income Tax Convention (1980) (the "Convention") to the holding and disposition of common shares.
Comment is restricted to holders of common shares each of whom, at all material times for the purposes of the Canadian Tax Act and the Convention:
(i) is resident solely in the United States;
(ii) is entitled to the benefits of the Convention;
(iii) holds all common shares as capital property;
(iv) holds no common shares that are "taxable Canadian property" (as defined in the Canadian Tax Act) of the holder;
(v) deals at arm's length with and is not affiliated with the Company;
(vi) does not and is not deemed to use or hold any common shares in a business carried on in Canada; and
(vii) is not an insurer that carries on business in Canada and elsewhere; (each such holder, a "U.S. Resident Holder").
Certain U.S.-resident entities that are fiscally transparent for United States federal income tax purposes (including limited liability companies) are generally not themselves entitled to the benefits of the Convention. However, members of, or holders of, an interest in such entities that hold common shares may be entitled to the benefits of the Convention for income derived through such entities. Such members or holders should consult their own tax advisors in this regard.
Generally, a holder's common shares will be considered to be capital property of the holder provided that the holder is not a trader or dealer in securities, did not acquire, hold or dispose of the common shares in one or more transactions considered to be an adventure or concern in the nature of trade and does not hold the common shares as inventory in the course of carrying on a business.
40
Generally, a holder's common shares will not be "taxable Canadian property" of the holder at a particular time at which the common shares are listed on a "designated stock exchange" (which currently includes the TSX) unless both of the following conditions are met at any time during the 60-month period ending at the particular time:
(i)the holder, persons with whom the holder does not deal at arm's length, or any partnership in which the holder or persons with whom the holder did not deal at arm's length holds a membership interest directly or indirectly through one or more partnerships, alone or in any combination, owned 25% or more of the issued shares of any class of the capital stock of the Company; and
(ii)more than 50% of the fair market value of the common shares was derived directly or indirectly from, or from any combination of, real or immovable property situated in Canada, "Canadian resource properties" (as defined in the Canadian Tax Act), "timber resource properties" (as defined in the Canadian Tax Act), or options in respect of or interests in such properties.
In certain other circumstances, a Common Share may be deemed to be "taxable Canadian property" for purposes of the Canadian Tax Act.
This summary is based on the current provisions of the Canadian Tax Act and the Convention in effect on the date hereof, all specific proposals to amend the Canadian Tax Act and Convention publicly announced by or on behalf of the Minister of Finance (Canada) on or before the date hereof, and the current published administrative and assessing policies of the CRA. It is assumed that all such amendments will be enacted as currently proposed, and that there will be no other material change to any applicable law or administrative or assessing practice, although no assurance can be given in these respects. Except as otherwise expressly provided, this summary does not take into account any provincial, territorial or foreign tax considerations, which may differ materially from those set out herein.
This summary is of a general nature only, is not exhaustive of all possible Canadian federal income tax considerations and is not intended to be and should not be construed as legal or tax advice to any particular U.S. Resident Holder. U.S. Resident Holders are urged to consult their own tax advisers for advice with respect to their particular circumstances. The discussion below is qualified accordingly.
A U.S. Resident Holder who disposes or is deemed to dispose of one or more common shares generally should not thereby incur any liability for Canadian federal income tax in respect of any capital gain arising as a consequence of the disposition.
A U.S. Resident Holder to whom the Company pays or is deemed to pay a dividend on the holder's common shares will be subject to Canadian withholding tax, and the Company will be required to withhold the tax from the dividend and remit it to the CRA for the holder's account. The rate of withholding tax under the Canadian Tax Act is 25% of the gross amount of the dividend (subject to reduction under the provisions of an applicable tax treaty). Under the Convention, a U.S. Resident Holder who beneficially owns the dividend will generally be subject to Canadian withholding tax at the rate of 15% (or 5%, if the U.S. Resident Holder who beneficially owns the dividend is a company that is not fiscally transparent and which owns at least 10% of the voting shares of the Company) of the gross amount of the dividend.
***Certain United States Federal Income Tax Considerations for U.S. Residents***
There may be material tax consequences to U.S. Residents in relation to an acquisition or disposition of common shares or other securities of the Company. U.S. Residents should consult their own legal, accounting and tax advisors regarding such tax consequences under United States, state, local or foreign tax law regarding the acquisition or disposition of our common shares or other securities, in particular, the tax consequences of the Company possibly being a PFIC within the meaning of Section 1297 of the United States Internal Revenue Code. See the section *"Item 1A. - Risk Factors - Tax Risks - The Company is possibly a 'passive foreign investment company'," which would likely have adverse U.S. federal income tax consequences for U.S. shareholders"* above.
41
**ITEM 6. [RESERVED]**
**ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL**
**CONDITION AND RESULTS OF OPERATIONS**
Our Management's Discussion and Analysis of Financial Conditions and Results of Operations for the year ended December 31 2025 is attached to this report following our consolidated Financial Statements.
**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
Not applicable.
**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
Our consolidated Financial Statements for the years ended December 31 2025 and 2024 and the notes thereto are attached to this report following the signature page.
**ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
For the fiscal years ended December 31, 2025 and 2024, we did not have any disagreement with our accountants on any matter of accounting principles, practices, or financial statement disclosure.
**ITEM 9A. CONTROLS AND PROCEDURES**
**Disclosure Controls and Procedures**
We maintain disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
42
In connection with this evaluation, management identified limitations in controls over the completeness and accuracy of financial information obtained from Falcon Copper Corp. ("**Falcon**"), an entity that represented a significant component of the Company's financial reporting during the year. While the Company had access to Falcon's accounting systems, it did not have timely access to certain supporting information, including governance documentation and finalized year-end financial statements.
These limitations, together with delays in obtaining requested information during a period of significant operational and management changes at Falcon, affected the Company's ability to consistently ensure the completeness, authorization, and finalization of certain financial reporting inputs.
Management implemented additional procedures to mitigate these limitations, including enhanced analytical review, reconciliation of key balances, and direct communication with Falcon management and external service providers.
Based on these procedures, management believes that the consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Company. However, due to the limitations described above, management has concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2025.
**Management's Report on Internal Control over Financial Reporting**
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Management identified a material weakness in the design and operation of controls related to the completeness and accuracy of financial information obtained from Falcon Copper Corp.
Specifically, the Company did not consistently have timely access to certain governance documentation and finalized financial information necessary to support the completeness and authorization of Falcon-related financial reporting inputs.
This material weakness resulted in a reasonable possibility that a material misstatement of the Company's financial statements could occur and not be prevented or detected on a timely basis.
Management implemented additional procedures to address these limitations, including detailed analytical reviews, reconciliation procedures, and review of available supporting documentation. Based on these procedures, management believes that the consolidated financial statements fairly present, in all material respects, the financial position and results of operations of the Company.
Accordingly, management concluded that this material weakness resulted in the Company's internal control over financial reporting not being effective as of December 31, 2025.
43
**Attestation Report of the Independent Registered Public Accounting Firm**
An attestation report on our internal control over financial reporting by our independent registered public accounting firm is not included herein because, as a non-accelerated filer and an emerging growth company, we are exempt from the requirement to provide such report.
**Changes in Internal Control**
There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.
**ITEM 9B. OTHER INFORMATION**
(a)Not applicable.
(b)
During the quarter ended December 31, 2025, none of our directors or officers
adopted
, modified, or
terminated
any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
**ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**
Not applicable.
**PART III**
**ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
**DIRECTORS AND EXECUTIVE OFFICERS**
The following table contains information regarding our board members and executive officers:
|
Name |
Age |
Position |
Position Held Since |
|
|
Charles Travis Naugle |
48 |
DirectorCo-Chairman |
June 18, 2021November 1, 2022 |
|
|
Thomas Patton |
81 |
DirectorCo-Chairman |
November 6, 1998July 31, 2013 |
|
|
Tony Alford |
63 |
Director |
September 13, 2021 |
|
|
John Banning |
50 |
Chief Executive Officer |
April 4, 2025 |
|
|
Lei Wang |
58 |
Chief Financial OfficerCorporate Secretary |
May 22, 2024May 22, 2024 |
|
|
Douglas Stiles |
52 |
Vice President ofSustainability andEnvironment |
July 26, 2024 |
|
44
Members of the Board of Directors hold office until our next annual general meeting of shareholders or until their successors have been duly appointed or elected and qualified. Our officers serve at the discretion of the Board of Directors.
**Charles Travis Naugle** - Mr. Naugle is a seasoned executive and officer in gold, copper, and strategic and critical metals mining companies. He participated in the design, construction, and operation of mining projects in the United States, Eurasia, Russia, and Asia. His track record includes a focus on environmental and sustainability initiatives in collaboration with local and indigenous peoples, numerous asset- and company-level transactions, negotiating international joint ventures, and securing a bilateral mining treaty between two sovereign nations. A licensed Professional Engineer, Mr. Naugle received his MBA from the University of Chicago Booth School of Business and holds a degree in mining engineering from Montana Tech.
**Thomas Patton**- Mr. Patton is the former President and COO of Western Silver, and Senior VP Exploration and Business Development, Kennecott, and Managing Director of Rio Tinto Mining and Exploration, South America. Mr. Patton has worked as a resource exploration geologist for over 40 years. He notably headed the Western Silver team that discovered and delineated the world's largest silver reserve, Penasquito, and subsequently sold it to Glamis Gold (now Goldcorp) for $1.2 billion in 2006.
**Tony Alford**- Mr. Alford has a history of executive leadership, including serving as a director of Revett Minerals Inc. in 2009 and 2010, where he was part of the team that rang the bell at the company's NYSE Amex listing. Mr. Alford is the founder and president of PBA Consultants Inc., a firm specializing in tax savings and cost reduction services, for many of the fortune 500 companies across the United States. In 1993, Mr. Alford founded Alford Investments focusing on real estate investment properties, pharmacy distribution, food-related and natural resource companies.
**John Banning** - Mr. Banning is an experienced mining executive focused on outcomes and excellence through the development of high-performance teams. He is a dynamic leader with 25 years of corporate, strategic, feasibility, project design, construction, and operations experience across numerous commodities with a focus on copper. He has a proven track record in areas of people, risk management, and system and process improvement to drive rapid and sustainable business improvement. Mr. Banning, alongside our other staff members who live in Yerington, Nevada, is an active member of the community. He has a B.S. in Mining Engineering from Montana Tech School of Mines and is a Qualified Person - Mining (QP-MMSA).
**Lei Wang** - Ms. Wang has worked in the mineral resource sector for over 20 years and has acquired extensive experience in financial reporting, regulatory compliance, internal control, and corporate finance activities. She has served as the CFO for several publicly traded companies on the TSX Venture Exchange. Ms. Wang is a CPA, CGA and holds a Bachelor of Science in Engineering from Qingdao University, China.
**Douglas Stiles** - Mr. Stiles is an experienced executive with 25 years of experience resolving complex regulatory, operational, and project challenges in the mining sector. He has expertise in implementing permitting and compliance strategies for mining operations in multiple states, including Nevada. His experience includes working with senior management within federal, state, and local regulatory agencies. Doug is skilled at building trusting relationships with diverse project stakeholders, including local communities and Indian Tribes near mine sites. Mr. Stiles has a B.S. in Environmental Engineering from Montana Tech and an MBA from Washington State University.
45
**INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS**
During the past ten years, none of the persons currently serving as executive officers and/or directors of the Company have been the subject matter of any of the following legal proceedings that are required to be disclosed pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (b) any criminal convictions or pending criminal proceeding (excluding traffic violations and other minor offenses); (c) any order, judgment, or decree permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, commodities or banking activities; (d) any finding by a court, the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud in connection with any business entity; (e) any sanction or order of any self-regulatory organization or registered entity or equivalent exchange, association or entity that has disciplinary authority over its members or persons associated with a member; or (f) any material proceedings in which such person is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Further, no such legal proceedings are believed to be contemplated by governmental authorities against any director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of our common shares, or any associate of such director, executive officer, affiliate of the Company, or security holder.
**RELATIONSHIPS AMONG DIRECTORS OR EXECUTIVE OFFICERS**
There are no family relationships among any of our existing directors or executive officers.
**SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**
Section 16(a) of the Exchange Act requires a company's directors and officers, and persons who own more than 10% of any class of a company's equity securities which are registered under Section 12 of the Exchange Act, to file with the SEC initial statements of beneficial ownership on Form 3, reports of changes in ownership on Form 4, and annual reports on Form 5 concerning their ownership of and transactions concerning our common shares and other equity securities. Such officers, directors and 10% shareholders are also required to furnish the Company with copies of all Section 16(a) reports they file. Based solely on our review of the copies of such forms received by the Company, or written representations from the reporting persons as of the date of this report, management believes that all Section 16(a) filing requirements applicable to directors, officers and 10% shareholders with respect to the fiscal year ended December 31, 2025 have been fulfilled, except that (a) Lei Wang filed a late Form 3 (no transactions), (b) John Banning filed two late reports (two transaction), Douglas Stile filed one late report (one transaction) and (c) Tony Alford filed one late report (one transaction).
**ETHICAL BUSINESS CONDUCT**
The Board has adopted a written code of ethics (the "**Code**") applicable to our officers and directors, entitled "Code of Business Conduct and Ethics". A copy of the Code is included as an exhibit to this Form 10-K.
Our audit committee monitors compliance with the Code, and the Board and audit committee are responsible for granting any waivers from the Code. During the recently completed fiscal year, there was no conduct by a director or executive officer that constituted a departure from the Code and no material change report in that respect has been filed.
46
**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.
**ITEM 11. EXECUTIVE COMPENSATION**
**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.
47
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.
|
Name andPrincipalPosition |
Year |
Salary($) |
Bonus($) |
StockAwards($) |
OptionAwards(1)($) |
Non-EquityIncentivePlanCompen-sation($) |
Change inPensionValue andNon-qualifiedDeferredCompen-sationEarnings($) |
All OtherCompen-sation($) |
Total ($) |
|
|
Steven Dischler(2)Former CEO |
2025 |
126,218 |
Nil |
Nil |
97,144 |
N/A |
N/A |
N/A |
223,362 |
|
|
2024 |
179,167 |
Nil |
Nil |
65,877 |
N/A |
N/A |
N/A |
245,044 |
|
|
John Banning(3)CEO |
2025 |
250,000 |
175,000 |
Nil |
136,692 |
N/A |
N/A |
N/A |
561,692 |
|
|
2024 |
115,545 |
Nil |
Nil |
54,897 |
N/A |
N/A |
N/A |
170,442 |
|
|
Douglas Stiles(4)Vice President of Sustainability and Environment |
2025 |
175,000 |
N/A |
N/A |
84,077 |
N/A |
N/A |
N/A |
259,077 |
|
|
2024 |
80,881 |
N/A |
N/A |
132,095 |
N/A |
N/A |
N/A |
212,976 |
|
|
Charles Travis Naugle(5)Co-Chair, Former CEO |
2025 |
174,000 |
Nil |
Nil |
160,504 |
N/A |
N/A |
N/A |
334,504 |
|
|
2024 |
112,000 |
Nil |
Nil |
148,281 |
N/A |
N/A |
N/A |
260,281 |
|
**Notes:**
(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 Note **10** 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.
48
**DIRECTOR COMPENSATION**
During 2025, we adopted a director compensation policy under which each non-employee director is entitled to an annual cash retainer of $30,000 payable semi-annually. Directors are also eligible to receive incentive stock options in accordance with the policies of the CSE.
|
Name |
Feesearned orpaid incash ($) |
Stockawards($) |
Optionawards($) |
Non-EquityIncentivePlanCompen-sation($) |
Nonqualifieddeferredcompensationearnings($) |
All OtherCompen-sation($) |
Total ($) |
|
|
Thomas Patton |
30,000 |
Nil |
160,604 |
N/A |
N/A |
N/A |
190,604 |
|
|
Charles Travis Naugle* |
30,000 |
Nil |
160,604 |
N/A |
N/A |
N/A |
190,604 |
|
|
Tony Alford |
30,000 |
Nil |
1,284,833 |
N/A |
N/A |
N/A |
1,314,833 |
|
*$30,000 has been included in the Summary of the Compensation Table.
**OUTSTANDING EQUITY AWARDS AT THE MOST RECENTLY COMPLETED FISCAL YEAR**
As at the end of the most recently completed financial year, the following unexercised stock options and equity incentive plan awards granted to the board members and Named Executive Officers, were outstanding:
49
|
Name |
Option awards |
Stock awards |
|
|
Number ofsecuritiesunderlyingunexercisedoptions (#)exercisable |
Numberofsecuritiesunderlyingunexercisedoptions(#)unexercisable |
Equityincentiveplanawards:Numberofsecuritiesunderlyingunexercisedunearnedoptions (#) |
Optionexerciseprice ($) |
Optionexpirationdate |
Numberof sharesor units ofstock thathave notvested (#) |
Marketvalue of sharesor units ofstock thathave notvested (#) |
Equityincentiveplanawards:Numberofunearnedshares,unitsorotherrightsthathavenotvested(#) |
Equityincentiveplanawards:Marketof payoutvalue ofunearnedshares,units orotherrightsthat havenotvested($) |
|
|
Thomas Patton |
200,000700,0001,000,0002,000,000 |
Nil |
Nil |
C$0.245C$0.085C$0.08C$0.12 |
2026-06-182027-05-252028-07-212030-09-05 |
Nil |
Nil |
Nil |
Nil |
|
|
Tony Alford |
5,600,00011,790,0003,750,00016,000,000 |
Nil |
Nil |
C$0.08C$0.08C$0.07C$0.12 |
2028-07-212029-03-012029-12-102030-09-05 |
Nil |
Nil |
Nil |
Nil |
|
|
John Banning(3) |
2,500,000500,000 |
Nil |
7,500,000 |
C0.080$0.08C$0.135 |
2029-07-262030-04-042030-09-08 |
Nil |
Nil |
Nil |
Nil |
|
|
Douglas Stiles |
2,000,0002,230,000300,000 |
Nil |
Nil |
C0.080C0.085C$0.135 |
2029-07-262029-12-102030-09-08 |
Nil |
Nil |
Nil |
Nil |
|
|
Charles Travis Naugle |
5,165,9653,750,0002,000,000 |
Nil |
Nil |
C$0.08C$0.085C$0.085 |
2028-07-212029-12-102030-09-05 |
Nil |
Nil |
Nil |
Nil |
|
**Notes:**
(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.
50
**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.
51
**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.
52
The Board has considered the risks associated with our compensation policies and practices. None of the NEOs or directors are permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of equity securities granted as compensation or held, directly or indirectly, by such NEOs or directors.
**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.**
**SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS**
The following table sets out information as of the end of the fiscal year ended December 31, 2025 with respect to compensation plans under which equity securities are authorized for issuance.
|
Plan Category |
Number of securitiesto be issued uponexercise ofoutstanding options,warrants |
Weighted-averageexercise price ofoutstanding options,warrants |
Number of securitiesremaining availablefor future issuancesunder equitycompensation plan[excluding securitiesreflected in column(a)] |
|
|
Equity compensation plans approved by security holders |
81,040,965 |
CAD 0.07 |
1,606,015 |
|
|
Total |
81,040,965 |
CAD0.07 |
1,606,015 |
|
Our option plan (the "**Option Plan**") is a 20% rolling plan and reserves for issuance in respect of stock options granted thereunder a maximum number of common shares determined from time to time as being equal to 20% of the issued and outstanding common shares of the Company at the time of any such granting of stock options. The purpose of the Option Plan is to provide an incentive to directors, officers, employees and consultants or its subsidiary to acquire a proprietary interest in us, to continue their participation in the affairs of the Company and to increase their efforts on behalf of us.
**DESCRIPTION OF THE 2024 ROLLING STOCK OPTION PLAN**
On December 10, 2024 the Board adopted a 20% rolling stock option plan (the "Option Plan") to replace its 20% fixed stock option plan (the "Fixed Plan") which was approved by shareholders on July 26, 2024. All outstanding options granted under the Fixed Plan will continue to be governed by the Fixed Plan, and no further options will be granted under the Fixed Plan. The Option Plan allows for the issuance of stock options and incentive stock options ("ISOs").
The following summary of the material terms of the Option Plan does not purport to be complete and is qualified in its entirety by reference to the Option Plan.
1.Eligible Participants. Options may be granted under the Option Plan to directors and senior officers of the Company or its subsidiaries, management company employees (collectively, the "**Directors**"), employees of the Company or its subsidiaries (collectively, the "**Employees**") or consultants of the Company or its subsidiaries (collectively, the "**Consultants**"). The Board, in its discretion, determines which of the Directors, Employees or Consultants will be awarded Options under the Plan.
53
2.Number of Shares Reserved. The number of Shares which may be issued pursuant to options granted under the Plan may not exceed 20% of the issued and outstanding Shares at the date of granting of Options. Options that are exercised, cancelled or expire prior to exercise continue to be issuable under the Plan.
3.Limitations. Under the Option Plan, the aggregate number of options granted to any one person (including companies wholly-owned by that person) in a 12-month period must not exceed 5% of the issued and outstanding Shares of the Company, calculated on the date the option is granted. The maximum number of Shares for which options may be issued to Eligible Participants (as a group) combined with Shares for which Fixed Plan options have been issued in any 12-month period shall not exceed 10% of the outstanding Shares. The aggregate number of options granted to any one Consultant in a 12-month period must not exceed 2% of the issued and outstanding Shares of the Company, calculated at the date the option is granted. The aggregate number of options granted to all persons retained to provide investor relations services to the Company (including Consultants and Employees or Directors whose role and duties primarily consist of providing investor relations services) must not exceed 2% of the issued and outstanding Shares of the Company in any 12 month period, calculated at the date an option is granted to any such person.
4.Exercise Price. The exercise price of options granted under the Option Plan is determined by the Board, provided that it is not less than the greater of C$0.05 and the last closing price for the shares as quoted on the CSE on the trading day prior to the grant date, where the Shares are listed on the CSE. In the case of ISOs, the exercise price shall be not less than one hundred percent (100%) of the U.S. Fair Market Value of a Share at the time of grant; *provided, however*, that if at the time of grant of such ISO, the optionee is a Ten Percent Holder, the exercise price shall be not less than one hundred and ten percent (110%) of the U.S. Fair Market Value of a Share at the time of grant. The exercise price of options granted to Insiders may not be decreased without disinterested Shareholder approval at the time of the proposed amendment.
5.Cashless Exercise. Option awards may allow for options to be exercised by cashless exercise or net exercise awards, at the option of the Board. Cashless exercise means an arrangement between the Corporation and a brokerage firm pursuant to which (i) the brokerage firm loans money to an Optionee to pay for the acquisition of the Option Shares on exercise of an Option, (ii) the brokerage firm then sells a sufficient number of Shares of the Corporation to cover the exercise price of the Options in order to repay to itself the loan made to the Optionee, (iii) the brokerage firm then receives the Option Shares that were subject to the Option from the Corporation and delivers to the Optionee either the balance of the Option Shares or the cash proceeds from the balance of such Option Shares, with such variation in the above arrangement as may be approved by the Board where such variation is necessary to accommodate the internal policies and procedures of the selected brokerage firm related to cashless stock option exercise procedures.
Net exercise means an arrangement whereby (i) options are exercised without the Optionee making any cash payment to the Corporation, and (ii) the Corporation then issues to the Optionee that number of Option Shares that is the equal to the quotient obtained by dividing:
(a)the product of the number of options being exercised multiplied by the difference between the VWAP of the Shares and the Option Price; by
(b)the VWAP of the Shares;
6.Term of Options. Subject to the termination and change of control provisions noted below, the term of any options granted under the Option Plan is determined by the Board and may not exceed ten (10) years from the date of grant. In the case of ISOs granted to a Ten Percent Holder, the term may not exceed five (5) years from the date of grant. Disinterested shareholder approval will be required for any extension to stock options granted to individuals that are Insiders at the time of the proposed amendment. An Insider is an officer or director of the Company or any other person whose transactions in Shares are subject to Section 16 of the Exchange Act.
54
7.Vesting. All Options granted pursuant to the Option Plan will be subject to such vesting requirements as may be imposed by the Board, subject to the rules of the CSE as applicable.
8.Termination. Any Options granted pursuant to the Option Plan will terminate upon the earliest of:
(a)the end of the term of the option;
(b)on the date the holder ceases to be eligible to hold the option (the "**Cessation Date**"), if the Cessation Date is as a result of dismissal for cause;
(c)one year from the date of death or disability, if the Cessation Date is as a result of death or disability;
(d)90 days from the Cessation Date, if the Cessation Date is a result of a reason other than death, disability or cause; or
(e)on such other date as is fixed by the Board, provided that the date is no more than one year from the Cessation Date, if the Cessation Date is a result of a reason other than death, disability or cause.
9.Adjustments. To prevent substantial dilution or enlargement of rights granted to optionees, the Company may adjust option awards in connection with changes to its capital structure through stock splits, reverse splits, consolidations, or recapitalizations.
10.Change of Control. In the event of (i) a business combination in which the Company is not the surviving company, (ii) shares being converted into securities of another entity or exchanged for other consideration, or (iii) an offer for 50% or more shares of the Company being made by a third party that constitutes a take-over bid, all outstanding options under the Option Plan will immediately vest, provided that if such transaction does not close all such options which remain unexercised will be deemed not to have vested.
**SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**
The following table sets forth the beneficial ownership of our common shares as of March 31, 2026 by (a) each person who serves as a director and/or is identified as a Named Executive Officer of the Company in Item 11, "Executive Compensation," above, and by all of our current directors and executive officers as a group, and (b) each person known by us to beneficially own more than 5.0% of any class of our voting securities.
A person or group of persons is considered to beneficially own any shares over which such person or group of persons, directly or indirectly, exercises sole or shared voting or investment power, or over which such person or group of persons has the right to acquire beneficial ownership at any time within 60 days through an exercise of stock options or warrants or a conversion of convertible securities, or otherwise. Unless otherwise indicated, voting and investment power relating to the common shares shown in the table for our officers and directors is exercised solely by the beneficial owner thereof.
55
For the purposes of computing the percentage of outstanding shares of our common shares held by each person or group of persons named below, any shares that such person or group of persons has the right to acquire within 60 days of March 31, 2026 is deemed to be outstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.
|
Name and Address(7) of Beneficial Owner |
Shares BeneficiallyOwned |
Percent of Class(1) |
|
|
Charles Travis Naugle, Director and Co-Chairman |
13,147,632(2) |
3.04% |
|
|
Thomas Patton, Director and Co-Chairman |
14,297,110(3) |
3.36% |
|
|
Tony Alford, Director |
247,731,561(4) |
45.81% |
|
|
Lei Wang, CFO and Corporate Secretary |
31,864 |
* |
|
|
John Banning, Chief Executive Officer |
3,578,785(5) |
* |
|
|
Douglas Stiles, Vice President of Sustainability and Environment |
8,974,444(6) |
2.10% |
|
|
All executive officers and directors (6 persons) |
287,761,396 |
50.90% |
|
**Notes:**
* Less than 1%.
(1) Based on 421,950,674 issued and outstanding shares as of March 31, 2026.
(2) Includes 833,334 shares held by Redhill Energy LLC, a company controlled by Mr. Naugle, and 10,915,965 shares issuable upon exercise of stock options.
(3) Includes 6,889,348 shares held jointly with Mr. Patton's spouse and 3,900,000 shares issuable upon exercise of stock options.
(4) Includes 43,477,269 shares beneficially owned jointly with Mr. Alford's spouse, 29,995,000 shares issuable upon exercise of stock options, 74,276,012 shares issuable upon exercise of warrants, and 14,507,772 shares issuable upon conversion of convertible debentures. Does not include 15,234,794 shares beneficially owned separately by Mr. Alford's spouse.
(5) Includes 3,000,000 shares issuable upon exercise of stock options. Does not include 7,500,000 shares that may become exercisable upon exercise of unvested options.
(6) Mr. Stiles also has beneficial ownership of 4,530,000 stock options and 2,222,222 warrants.
(7) The address of each person named in the table is c/o Lion Copper and Gold Corp., 143 S Nevada Street, Yerington, Nevada 89447.
**ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
**CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
Other than as described herein, there were no transactions, since the beginning of our last fiscal year, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. Related party transactions are reviewed by the Board as part of the transaction approval process. Transactions are approved in Board minutes or unanimous consent documentation. The Audit Committee is mandated to review and approve all material related party transactions.
56
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.
**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
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:
57
|
Fees |
2025 |
2024 |
|
|
Audit Fees |
C$297,564 |
C$229,396 |
|
|
Audit Related Fees |
N/A |
N/A |
|
|
Tax Fees |
C$23,132 |
N/A |
|
|
All Other Fees |
N/A |
N/A |
|
|
Total |
C$320,696 |
C$229,396 |
|
**Notes:**
(1)"Audit Fees" include fees necessary to perform the annual audit and quarterly reviews of our consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.
(2)"Audit-Related Fees" include services that are traditionally performed by the auditor. These audit-related services include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.
(3)"Tax Fees" include fees for all tax services other than those included in "Audit Fees" and "Audit-Related Fees". This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.
(4)"All Other Fees" include all other non-audit services.
All services to be performed by our independent auditor must be approved in advance by the Audit Committee. Under our Audit Committee Charter, the Audit Committee is required to pre-approve the audit and non-audit services performed by the external auditors. Unless a type of service to be provided by the external auditors receives general pre-approval, it requires specific pre-approval by our Audit Committee.
**PART IV**
**ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES**
**Financial Statements and Management's Discussion and Analysis**
The following Consolidated Financial Statements are filed as part of this report.
|
Description |
Page |
|
|
Financial statements for the years ended December 31, 2025 and 2024 and audit reports thereon. |
F-1 |
|
|
Management's Discussion and Analysis for the years ended December 31, 2025 and 2024. |
F-2 |
|
**Exhibits**
The following table sets out the exhibits filed herewith or incorporated herein by reference.
|
Exhibit |
Description |
|
|
3.1(1) |
Certificate of Incorporation and Certificates of Change of Name |
|
|
3.2(2) |
Notice of Articles dated July 29, 2025 |
|
|
3.3(3) |
Articles dated June 21, 2018 |
|
|
4.1(4) |
Description of Capital Stock |
|
|
10.1(5) |
2024 20% Rolling Stock Option Plan |
|
58
|
10.2(6) |
Management Contract with John Banning |
|
|
10.3(5) |
Management Contract with Steven Dischler |
|
|
14.1(5) |
Code of Business Conduct and Ethics |
|
|
19.1(1) |
Insider Trading Policy |
|
|
21.1* |
List of Subsidiaries |
|
|
23.1* |
Consent of MNP LLP |
|
|
23.2* |
Consent of AGP Mining Consultants, Inc. |
|
|
23.3* |
Consent of Samuel Engineering Inc. |
|
|
23.4* |
Consent of Samuel Engineering Inc. |
|
|
23.5* |
Consent of NewFields Mining Design & Technical Services, LLC |
|
|
23.6* |
Consent of T. Maunula & Associates Consulting Inc. |
|
|
23.7* |
Consent of Independent Mining Consultants, Inc. |
|
|
23.8* |
Consent of GSI Environmental Inc. |
|
|
31.1* |
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 of the Principal Executive Officer |
|
|
31.2* |
Certification Pursuant to Rule 13a-14(a) or 15d-14(a) of the U.S. Securities Exchange Act of 1934 of the Principal Financial Officer |
|
|
32.1* |
Section 1350 Certification of the Principal Executive Officer |
|
|
32.2* |
Section 1350 Certification of the Principal Financial Officer |
|
|
96.1(7) |
Technical Report Summary - Yerington Project dated May 31, 2025 |
|
|
101.INS* |
Inline XBRL Instance Document |
|
|
101.SCH* |
Inline XBRL Taxonomy Extension Schema Document. |
|
|
101.CAL* |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
|
|
101.DEF* |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
|
|
101.LAB* |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
|
|
101.PRE* |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
|
|
104* |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
|
**Notes:**
* Filed herewith.
(1) Previously filed as exhibit to the Form 10-K filed March 31, 2023 and incorporated herein by reference.
(2) Previously filed as exhibit to the Form 10-Q filed August 14, 2025 and incorporated herein by reference.
(3) Previously filed as exhibit to the Form 20-F filed April 30, 2020 and incorporated herein by reference.
(4) Previously disclosed in Item 1 of the Form 8-A filed February 5, 2014 and incorporated herein by reference.
(5) Previously filed as exhibit to the Form 10-K filed March 28, 2025 and incorporated herein by reference.
(6) Previously filed as exhibit to the Form S-1 filed September 30, 2025 and incorporated herein by reference.
(7) Previously filed as exhibit to Form 8-K filed February 18, 2026 and incorporated herein by reference.
59
**SIGNATURES**
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
**LION COPPER AND GOLD CORP.**
|
By: |
/s/ John Banning |
|
|
John Banning
CEO
Date: March 31, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
|
|
|
|
|
|
|
|
|
|
|
|
/s/ John Banning |
Chief Executive Officer |
March 31, 2026 |
|
|
John Banning |
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
/s/ Lei Wang |
Chief Financial Officer |
March 31, 2026 |
|
|
Lei Wang |
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
|
|
|
|
|
/s/ Charles Travis Naugle |
Co-Chairman and Director |
March 31, 2026 |
|
|
Charles Travis Naugle |
|
|
|
|
|
|
|
|
|
/s/ Thomas Patton |
Co-Chairman and Director |
March 31, 2026 |
|
|
Thomas Patton |
|
|
|
|
|
|
|
|
|
/s/ Tony Alford |
Director |
March 31, 2026 |
|
|
Tony Alford |
|
|
|
60
*
**Lion Copper and Gold Corp.**
**Consolidated Financial Statements**
**For the years ended December 31, 2025 and 2024**
**(Expressed in thousands of U.S. Dollars except for shares and per share amounts)**
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Lion Copper and Gold Corp.
**Opinion on the Consolidated Financial Statements**
We have audited the accompanying consolidated balance sheets of Lion Copper and Gold Corp. (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the "consolidated financial statements").
In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
**Material Uncertainty Related to Going Concern**
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenue and is required to repay its outstanding convertible debt obligations when due, maintain its mineral property interests, and fund ongoing administrative expenses which raises substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Basis for Opinion**
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Signed: MNP LLP
Chartered Professional Accountants
We have served as the Company's auditor since 2021.
Vancouver, Canada
March 31, 2025
1930
|
Lion Copper and Gold Corp.Consolidated Balance SheetsAs at December 31, 2025 and 2024(In thousands of U.S. Dollars) |
|
|
|
|
|
December 31, |
|
|
December 31, |
|
|
|
|
Notes |
|
2025 |
|
|
2024 |
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
2,364 |
|
$ |
7,999 |
|
|
|
Other receivables |
3 |
|
557 |
|
|
31 |
|
|
|
Prepaid and deposit |
|
|
4 |
|
|
57 |
|
|
|
|
|
|
2,925 |
|
|
8,087 |
|
|
|
Non-Current |
|
|
|
|
|
|
|
|
|
Mineral properties |
4 |
|
7,986 |
|
|
7,902 |
|
|
|
Reclamation bonds |
|
|
9 |
|
|
9 |
|
|
|
Investment in associate |
3 |
|
17,829 |
|
|
1,102 |
|
|
|
Investment other |
3 |
|
719 |
|
|
- |
|
|
|
Other assets |
|
|
- |
|
|
40 |
|
|
|
Total assets |
|
$ |
29,468 |
|
$ |
17,140 |
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
228 |
|
$ |
510 |
|
|
|
Nuton LLC deposit |
4 |
|
204 |
|
|
6,645 |
|
|
|
Convertible debentures |
7 |
|
2,086 |
|
|
257 |
|
|
|
Derivative liabilities |
8 |
|
3,564 |
|
|
289 |
|
|
|
Lease liability |
|
|
- |
|
|
40 |
|
|
|
Total current liabilities |
|
|
6,082 |
|
|
7,741 |
|
|
|
Total liabilities |
|
|
6,082 |
|
|
7,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity |
|
|
|
|
|
|
|
|
|
Share capital, no pair value, unlimited common shares authorized; 413,234,899 issued and outstanding (2024-411,011,264) |
9 |
|
110,702 |
|
|
110,459 |
|
|
|
Additional paid-in capital |
10 |
|
28,500 |
|
|
25,877 |
|
|
|
Commitment to issue shares |
|
|
10 |
|
|
- |
|
|
|
Deficit |
|
|
(115,826 |
) |
|
(130,597 |
) |
|
|
Non-controlling interest |
6 |
|
- |
|
|
3,660 |
|
|
|
Total shareholders' equity |
|
|
23,386 |
|
|
9,399 |
|
|
|
Total liabilities and shareholders' equity |
|
$ |
29,468 |
|
$ |
17,140 |
|
|
The accompanying notes form an integral part of these consolidated financial statements.*
On behalf of the Board of Directors on March 31, 2026
|
/s/ "Thomas Patton" |
/s/ "Tony Alford" |
|
|
Director |
Director |
|
|
2 | P a g e |
|
|
Lion Copper and Gold Corp.Consolidated Statements of Operations and Comprehensive Income (Loss)For the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars, except for shares and per share amounts) |
|
|
|
|
|
|
|
For the years ended December 31, |
|
|
|
|
|
Notes |
|
|
2025 |
|
|
2024 |
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
Exploration and evaluation |
|
4 |
|
$ |
4,032 |
|
$ |
8,243 |
|
|
|
General and administrative |
|
5 |
|
|
10,066 |
|
|
5,014 |
|
|
|
Share-based compensation |
|
9 |
|
|
8,772 |
|
|
1,523 |
|
|
|
Nuton LLC deposit |
|
4 |
|
|
(6,210 |
) |
|
(10,966 |
) |
|
|
Operating loss |
|
|
|
|
(16,660 |
) |
|
(3,814 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
Accretion expense |
|
7 |
|
|
(2,125 |
) |
|
(220 |
) |
|
|
Fair value (loss) gain on derivative liabilities |
|
8 |
|
|
(3,372 |
) |
|
731 |
|
|
|
Foreign exchange loss |
|
|
|
|
(34 |
) |
|
(40 |
) |
|
|
Gain on deconsolidation of Falcon Copper Corp. |
|
3 |
|
|
26,381 |
|
|
- |
|
|
|
Interest income and other |
|
|
|
|
250 |
|
|
456 |
|
|
|
Loss on convertible debentures |
|
|
|
|
- |
|
|
(1,750 |
) |
|
|
Share of gain (loss) in associate |
|
|
|
|
962 |
|
|
(104 |
) |
|
|
Financing costs |
|
|
|
|
(231 |
) |
|
- |
|
|
|
Impairment |
|
3(a) |
|
|
(788 |
) |
|
- |
|
|
|
|
|
|
|
|
21,043 |
|
|
(927 |
) |
|
|
Net income (loss) and comprehensive income (loss) for the year |
|
|
|
$ |
4,383 |
|
$ |
(4,741 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) and comprehensive income (loss) attributed to: |
|
|
|
|
|
|
|
|
|
|
|
Shareholders of the Company |
|
|
|
$ |
14,771 |
|
$ |
(3,934 |
) |
|
|
Non-controlling interest |
|
|
|
$ |
(10,388 |
) |
$ |
(807 |
) |
|
|
|
|
|
|
|
4,383 |
|
|
(4,741 |
) |
|
|
Earnings (loss) per share, basic |
|
|
|
$ |
0.04 |
|
$ |
(0.01 |
) |
|
|
Earnings (loss) per share, diluted |
|
|
|
$ |
0.03 |
|
$ |
(0.01 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
basic |
|
|
|
|
411,971,205 |
|
|
375,049,165 |
|
|
|
Weighted average number of shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
diluted |
|
|
|
|
484,301,125 |
|
|
375,049,165 |
|
|
*The accompanying notes form an integral part of these consolidated financial statements.*
|
3 | P a g e |
|
|
Lion Copper and Gold Corp.Consolidated Statements of Changes in EquityFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars, except for shares) |
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Share |
|
|
Paid-in |
|
|
|
|
Commitment |
|
|
Controlling |
|
|
|
|
|
|
|
Notes |
|
|
Shares |
|
|
Capital |
|
|
Capital |
|
|
Deficit |
|
to Issue Shares |
|
|
Interest |
|
Total Equity |
|
|
|
Balance, December 31, 2023 |
|
|
|
309,667,975 |
|
$ |
105,396 |
|
$ |
24,168 |
|
$ |
(126,663 |
) |
$ |
- |
|
$ |
3,117 |
|
$ |
6,018 |
|
|
|
Shares issued for cash, net of share issue costs |
|
|
|
48,965,076 |
|
|
1,752 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,752 |
|
|
|
Shares issued for options exercised |
|
|
|
3,063,000 |
|
|
354 |
|
|
(173 |
) |
|
- |
|
|
- |
|
|
- |
|
|
181 |
|
|
|
Conversion of convertible debentures |
|
|
|
49,315,213 |
|
|
2,957 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
2,957 |
|
|
|
Share-based compensation |
|
|
|
- |
|
|
- |
|
|
1,523 |
|
|
- |
|
|
- |
|
|
- |
|
|
1,523 |
|
|
|
Issuance of warrants |
|
|
|
- |
|
|
- |
|
|
359 |
|
|
- |
|
|
- |
|
|
- |
|
|
359 |
|
|
|
Shares issued by Falcon Copper Corp. |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,350 |
|
|
1,350 |
|
|
|
Net loss and comprehensive loss for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
(3,934 |
) |
|
- |
|
|
(807 |
) |
|
(4,741 |
) |
|
|
Balance, December 31, 2024 |
|
|
|
411,011,264 |
|
|
110,459 |
|
|
25,877 |
|
|
(130,597 |
) |
|
- |
|
|
3,660 |
|
|
9,399 |
|
|
|
Shares issued for option and warrant exercises |
|
|
|
2,223,635 |
|
|
243 |
|
|
(116 |
) |
|
- |
|
|
- |
|
|
2,881 |
|
|
3,008 |
|
|
|
Issuance of warrants |
3 |
|
|
- |
|
|
- |
|
|
764 |
|
|
- |
|
|
- |
|
|
137 |
|
|
901 |
|
|
|
Commitment to issue shares for service |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
10 |
|
|
- |
|
|
10 |
|
|
|
Shares issued by Falcon Copper Corp. |
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
4,094 |
|
|
4,094 |
|
|
|
Share-based compensation |
6, 10 |
|
|
- |
|
|
- |
|
|
1,975 |
|
|
- |
|
|
- |
|
|
6,797 |
|
|
8,772 |
|
|
|
Derecognition of non-controlling interest |
3 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(7,181 |
) |
|
(7,181 |
) |
|
|
Net income and comprehensive income for the year |
|
|
|
- |
|
|
- |
|
|
- |
|
|
14,771 |
|
|
- |
|
|
(10,388 |
) |
|
4,383 |
|
|
|
Balance, December 31, 2025 |
|
|
|
413,234,899 |
|
$ |
110,702 |
|
$ |
28,500 |
|
$ |
(115,826 |
) |
$ |
10 |
|
$ |
- |
|
$ |
23,386 |
|
|
*The accompanying notes form an integral part of these consolidated financial statements.*
|
4 | P a g e |
|
|
Lion Copper and Gold Corp.Consolidated Statements of Cash FlowFor the years ended December 31, 2025 and 2024( In thousands of U.S. Dollars) |
|
|
|
|
|
Year ended December 31, |
|
|
|
|
Note |
|
2025 |
|
|
|
2024 |
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
Net income (loss) for the year |
|
$ |
4,383 |
|
$ |
(4,741 |
) |
|
|
Non-cash transactions |
|
|
|
|
|
|
|
|
|
|
Accretion expense |
|
|
2,125 |
|
|
|
220 |
|
|
|
Fair value gain on derivative liabilities |
|
|
3,372 |
|
|
|
(731 |
) |
|
|
Loss on convertible debentures |
|
|
- |
|
|
|
1,750 |
|
|
|
Interest expenses |
|
|
70 |
|
|
|
228 |
|
|
|
Share of (gain) loss in associate |
|
|
(962 |
) |
|
|
104 |
|
|
|
Share-based compensation |
|
|
8,772 |
|
|
|
1,523 |
|
|
|
Amortization of ROU asset |
|
|
40 |
|
|
|
32 |
|
|
|
Financing |
|
|
231 |
|
|
|
- |
|
|
|
Impairment |
|
|
788 |
|
|
|
- |
|
|
|
Gain on deconsolidation of Falcon Copper Corp. |
|
|
(26,381 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in non-cash operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
Other receivable |
|
|
25 |
|
|
|
(7 |
) |
|
|
Prepaid expenses and deposit |
|
|
(116 |
) |
|
|
5 |
|
|
|
Accounts payable and accrued liabilities |
|
|
968 |
|
|
|
303 |
|
|
|
Lease liabilities |
|
|
(40 |
) |
|
|
(32 |
) |
|
|
Nuton LLC deposit |
|
|
(6,441 |
) |
|
|
5,288 |
|
|
|
Cash flow (used in) provided by operating activities |
|
|
(13,166 |
) |
|
|
3,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
Mineral properties |
4 |
|
(1,634 |
) |
|
|
(210 |
) |
|
|
Acquisition of Butte Valley |
3(a) |
|
(2,995 |
) |
|
|
- |
|
|
|
Cash lost upon deconsolidation |
3(b) |
|
(24,090 |
) |
|
|
- |
|
|
|
Cash used by investing activities |
|
|
(28,719 |
) |
|
|
(210 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
Proceeds from private placements |
|
|
- |
|
|
|
2,132 |
|
|
|
Share issue costs |
|
|
- |
|
|
|
(34 |
) |
|
|
Convertible debentures |
7 |
|
32,766 |
|
|
|
250 |
|
|
|
Repayment of convertible debentures |
|
|
(6 |
) |
|
|
(1,922 |
) |
|
|
Proceeds of share issuances Falcon Copper |
|
|
3,363 |
|
|
|
1,350 |
|
|
|
Proceeds from warrants and options exercised |
|
|
127 |
|
|
|
181 |
|
|
|
Cash provided by financing activities |
|
|
36,250 |
|
|
|
1,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
|
(5,635 |
) |
|
|
5,689 |
|
|
|
Cash and cash equivalents, beginning of year |
|
|
7,999 |
|
|
|
2,310 |
|
|
|
Cash and cash equivalents, end of year |
|
$ |
2,364 |
|
$ |
7,999 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
|
|
|
Shares issued for convertible debentures |
|
$ |
- |
|
$ |
2,957 |
|
|
*The accompanying notes form an integral part of these consolidated financial statements.*
|
5 | P a g e |
|
**Lion Copper and Gold Corp.**
Notes to the Consolidated Financial Statements
For the years ended December 31, 2025 and 2024
|
(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
|
**1.****NATURE OF OPERATIONS AND GOING CONCERN**
Lion Copper and Gold Corp. ("**LCG**"), together with its subsidiaries, collectively, the "**Company**", is engaged in the acquisition, exploration and development of copper properties in the United States. The Company is currently advancing its flagship Yerington Copper Project in Nevada toward a Feasibility Study (the "**FS**"), pursuant to an earn-in agreement executed in March 2022 with Nuton LLC ("**Nuton**"), a Rio Tinto venture.
LCG was incorporated in British Columbia, Canada on May 11, 1993. Its common shares are listed on the Canadian Securities Exchange ("**CSE**") under the symbol "LEO" and are quoted for trading on the OTCQB Market under the symbol "LCGMF".
The Company acquires mineral properties through option agreements and claim staking. The carrying value of its mineral properties represents the acquisition costs and does not reflect present or future values. The recoverability of these mineral property interests is dependent on the discovery of mineral reserves, the Company's ability to secure the necessary financing to complete development, and the achievement of future profitable production or proceeds from the disposition of such properties.
These consolidated financial statements ("**Financial Statements**") have been prepared on a going concern basis, which contemplates the realization of assets and discharge of liabilities in the normal course of business for at least twelve months following the date of issuance of the Financial Statements.
As of December 31, 2025, the Company had an accumulated deficit of $115,826 (December 31, 2024 -$130,597), and working capital deficiency of $3,157 (December 31, 2024 - working capital of $346).
The Company has not generated revenue and is required to repay its outstanding convertible debt obligations when due, maintain its mineral property interests, and fund ongoing administrative expenses. Although the Company has historically been successful in raising capital, there can be no assurance that additional financing will be available on acceptable terms, or at all. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern.
The Financial Statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities, or to reported expenses that might result from the outcome of this uncertainty. If the Company were unable to continue as a going concern, such adjustments could be material.
**2.****SIGNIFICANT ACCOUNTING POLICIES**
a)Statement of compliance and consolidation
The Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States ("**U.S. GAAP**") and are presented in United States dollars ("**$**" or "**USD**"), unless otherwise indicated.
The Financial Statements include the accounts of LCG and its wholly owned subsidiaries, Quaterra Alaska Inc. (**QTA**) which holds a 100% interest in Singatse Peak Services LLC (**SPS**) and MRE LLC, which was incorporated by its sole shareholder, QTA, on October 28, 2025, as well as its partially owned consolidated entity, Blue Copper Royalties LLC (**BCR**). Falcon Copper Corp. (**FCC**) was previously consolidated but was deconsolidated effective December 31, 2025 (Note 3).
6| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
The Company consolidates an entity when it has a controlling financial interest in that entity. A controlling financial interest exists when the Company has the power to direct the activities that most significantly affect the entity's economic performance, is exposed to variable returns from its involvement with that entity and can affect those returns through its power over that entity.
Upon the occurrence of certain significant events, the Company reassesses whether a subsidiary in which the Company has control over. The reassessment process considers whether the Company has acquired or divested the power to direct the activities of a subsidiary. The reassessment also considers whether the Company has acquired or disposed of a financial interest that could be significant to a subsidiary, or whether an interest in a subsidiary has become significant or is no longer significant. The consolidation status of the entities with which the Company is involved may change as a result of such reassessments. Changes in consolidation status are applied prospectively, with assets and liabilities initially recorded at fair value. A gain or loss may be recognized upon deconsolidation of a subsidiary, depending on the carrying amounts of deconsolidated assets and liabilities compared to the fair value of retained interests and ongoing contractual arrangements.
b)Accounting estimates and judgments
The preparation of these Financial Statements in accordance with U.S. GAAP requires management to make estimates and exercise judgments that affect the application of policies, reported amounts and disclosures. Actual results could differ from those estimates.
|
|
|
Deconsolidation of Falcon Copper Corp. ("FCC") |
|
The Company applied significant judgement in determining the appropriate accounting treatment for its investment in Falcon Copper Corp. as of December 31, 2025.
|
|
|
Loss of Control Assessment: The Company evaluated whether it continued to have a controlling financial interest in FCC in accordance with ASC 810, Consolidation. This assessment requires evaluating governance rights, ownership interests, and the Company's ability to direct the activities that most significantly impact FCC's economic performance. Based on these factors, management concluded that the Company no longer controlled FCC effective December 31, 2025, and accordingly deconsolidated FCC from its consolidated financial statements. |
|
|
|
|
Fair Value of Retained Investment: The Company measured its retained investment in FCC at fair value at the deconsolidation date in accordance with ASC 820, Fair Value Measurement. As FCC is a private entity, the fair value measurement was based on Level 3 inputs. The key input is FCCs share price of $0.31, which is determined using the price of FCCs most recent financing of $0.116 on March 14, 2025 and bridging the price to December 31, 2025. This input required significant estimates, including the FCCs share price trending. Changes in assumptions will result in changes in FCCs share price, such as a $0.01 change in FCCs share price, could have an impact of approximately $575 on the fair value of the retained investment and the resulting gain on deconsolidation. |
|
|
|
|
|
|
Given the significance of the deconsolidation and the use of Level 3 inputs in valuing the retained investment, this represents the most significant area of judgment for the year ended December 31, 2025.
Key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the consolidated financial statements exist as follows:
7| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
|
Share-based payments: The Company has a stock option plan pursuant to which the fair value of options issued is estimated by using the Black Scholes option pricing model on the date of the grant based on certain assumptions. Those assumptions are described in Note 10 and include expected volatility, expected life of the options, number of options expected to vest, estimation of vesting period, and vesting possibility for certain milestones. |
|
|
|
|
Valuation of warrants: the Company granted warrants pursuant to the closing of convertible debenture financings during 2025 and 2024. The Black Scholes option pricing model was used to determine fair value for the warrants and required significant assumptions to be made by management. FCC also granted warrants pursuant to the acquisition transaction described in Note 3(a) using the Monte Carlo simulation method which also required significant assumptions to be made by management. |
|
|
|
|
Valuation of derivative liabilities: During the year ended December 31, 2025 and 2024, the Company completed multiple tranches of convertible debenture financing and/or restructuring. The convertible debentures include certain conversion features which were valued using the option pricing model and required significant assumptions to be made by management to value. |
|
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected.
Significant judgments used in the preparation of these Financial Statements include, but are not limited to:
|
|
|
Mineral properties: Judgment is required in assessing whether certain factors would be considered an indicator of impairment. Both internal and external information is considered to determine whether there is an indicator of impairment present and, accordingly, whether impairment testing is required. Judgment is also required in assessing what is deemed an acquisition cost. Management has determined that only costs pursuant to option agreements constitute an acquisition cost. |
|
|
|
|
Going concern: In the determination of the Company's ability to meet its ongoing obligations and future contractual commitments, management relies on the Company's planning, budgeting and forecasting process to help determine the funds required to support the Company's normal operations on an ongoing basis and its expansionary plans. The key inputs used by the Company in this process include forecasted capital deployment, results from operations, results from the exploration and development of its properties and general industry conditions. |
|
|
|
|
Control over Blue Copper Royalties LLC: During the year ended December 31, 2025 and 2024, the Company's ownership in Blue Copper Royalties LLC did not change. |
|
|
|
|
Falcon Butte acquisition: the Company assessed whether the acquisition of Falcon Butte Minerals constitutes a business combination or an asset acquisition under ASC 805 Business Combination. Management determined that the transaction is an asset acquisition, as substantially all the fair value is attributable to a single mineral property and the acquired entity did not include a substantive process. Specifically, Falcon Butte is an early-stage exploration entity with no production activities, no organized workforce, and limited operational processes capable of generating outputs. |
|
c)Business Combination / asset acquisition
The Company applies the provisions of ASC 805, "Business Combination" and allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets.
8| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred.
The Company accounts for a transaction as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, or otherwise does not meet the definition of a business. Asset acquisition-related direct costs are capitalized as part of the asset or assets acquired.
d)Investment in associate
The Company accounts for investments in entities over which it has significant influence using the equity method of accounting. The investment is initially recorded at cost and subsequently adjusted for the Company's share of investee's net earnings or losses, which are recognized in the consolidated statements of operations.
The Company evaluates its investments for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable and records a write-down if any decline in value is other than temporary.
e)Translation of foreign currencies
The functional currency for the Company and each of the Company's subsidiaries is the currency of the primary economic environment in which the entity operates. Determination of functional currency may involve certain judgments to determine the primary economic environment, and the Company reconsiders the functional currency of its entities if there is a change in events and conditions that determined the primary economic environment. The Company's presentation currency is the U.S. dollar ("**$**" or "**USD**"). The functional currency of the Company and its significant subsidiaries is the USD. In preparing the financial statements, transactions in currencies other than an entity's functional currency ("foreign currencies") are recorded at the rates of exchange prevailing at the dates of the transactions. At each balance sheet date, monetary assets and liabilities are translated using the year-end foreign exchange rate. Non-monetary assets and liabilities are translated using the historical rate on the date of the transaction. All gains and losses on translation of these foreign currency transactions are included in the consolidated statements of operations and comprehensive loss.
f)Mineral properties
Direct costs related to the acquisition of mineral properties held or controlled by the Company are capitalized on an individual property basis until the property transitions to the development stage, is sold, abandoned, or determined to be impaired. Exploration and evaluation costs are expensed as incurred. The Company classifies its mineral properties as exploration and evaluation assets until the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. At this point, the mineral properties' carrying value is tested for impairment and subsequently transferred to property and equipment. The establishment of technical feasibility and commercial viability of a mineral property is assessed based on a combination of factors, such as the extent of established mineral reserves, the results of feasibility and technical evaluations, the status of mineral leases or permits, and additional regulatory approvals such as environmental and mineral access rights. Proceeds from the sale of properties are accounted for as reductions to the capitalized acquisition costs.
9| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Cash proceeds received from farm-out option agreements are recorded as a liability once received and reduced as the obligation to incur expenditures related to the agreement are met. Funds received for expenditures incurred are recorded as a recovery in the consolidated statements of operations or as a reduction to the capitalized acquisition costs, depending on the nature of the expenditure incurred.
g)Impairment
The Company assesses the carrying costs of the capitalized mineral properties for impairment indicators under ASC 360-10, "Impairment of long-lived assets". If impairment indicators are identified, the Company evaluates its carrying value under ASC 930-360, "Extractive Activities - Mining". An impairment is recognized if the sum of the expected undiscounted future cash flows is less than the carrying amount of mineral properties. Impairment losses, if any, are measured as the excess of the carrying amount of mineral properties over its estimated fair value.
Based on the Company's assessment, no impairment indicators were identified on the mineral properties for 2025 and 2024.
h)Share-based payments
The fair value of stock options granted to directors, officers, employees and consultants is calculated using the Black Scholes option pricing model and is expensed over the vesting periods. If and when stock options are exercised, the value attributable to the stock options is transferred to share capital.
i)Cash and cash equivalents
Cash consists of cash on hand and short-term investments with a maturing term of less than 90 days. As of December 31, 2025, the Company held $nil ($2024 - $4,000) in cash equivalents.
j)Financial instruments
Financial instruments are recognized in the balance sheet when the Company becomes a party to a contractual obligation. At initial recognition, the Company classifies and measures its financial instruments as one of the following:
|
|
|
held to maturity (amortized cost); |
|
|
|
|
Fair value through other comprehensive income (FVOCI); |
|
|
|
|
otherwise, they are classified as trading (fair value through Profit and loss). |
|
Financial assets are classified and measured at fair value with subsequent changes in fair value recognized in either profit and loss as they arise unless restrictive criteria are met for classifying and measuring the asset at either amortized cost or FVOCI. Financial liabilities are measured at amortized costs unless they are elected to be or required to be measured at fair value through profit and loss.
10| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Financial assets are derecognized when the rights to receive cash flows from the assets have expired or have been transferred, and the Company has transferred all risks and rewards of ownership. Financial liabilities are derecognized when the obligations specified in the contract are discharged, cancelled, or expire.
The Company's cash, other receivable, accounts payable, accrued liabilities, convertible debentures, and Nuton LLC deposit approximate fair value due to their short-term nature.
The Company's derivative liabilities and investment other are measured at fair value through profit and loss.
k)Provisions
Provisions are recognized when a present legal or constructive obligation exists as a result of past events where it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, considering the risks and uncertainties surrounding the obligation. The Company had no material provisions as of December 31, 2025 and 2024.
l)Earnings (loss) per share
Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the year. The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on earnings per share is calculated, presuming the exercise of in-the-money outstanding options, warrants and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the year. However, the calculation of diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
m)Income tax
Income tax comprises current and deferred tax. Income tax is recognized in net loss, except to the extent it is related to items recognized directly in equity or other comprehensive loss. Deferred tax is recognized in respect of temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is determined on a non-discounted basis using tax rates and laws that have been enacted by the reporting date and are expected to apply when the deferred tax asset or liability is settled. Deferred tax assets are recognized to the extent that their recovery is more likely than not.
n)Asset retirement obligations
Liabilities for asset retirement obligations are recognized at the time of environmental disturbance, in amounts equal to the discounted value of expected future mine reclamation and closure costs. The provision for asset retirement obligations represents management's best estimate of the present value of the future cash outflows required to settle the liability.
11| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
To the extent a legal obligation exists, an asset retirement obligation is recorded at its estimated fair value and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. Because asset retirement obligations represent financial obligations to be settled in the future, uncertainties exist in estimating timing and amount of the associated costs to be incurred. As at December 31, 2025 and 2024, the Company does not believe it has any significant asset retirement obligations.
o)Unit Offerings
Proceeds from unit placements are allocated between shares and warrants issued using the residual method. The residual method first allocates fair value to the component with the best evidence of fair value and then the residual value, if any, to the less easily measurable component. If the attached warrants do not meet the definition of a derivative liability, the fair value of the common shares, measured on date of issue, are determined to be the component with the best evidence of fair value. The balance, if any, is allocated to the attached warrants. If the attached warrants meet the definition of a derivative liability under ASC 470, the proceeds are first allocated to the fair value of the warrants and then the residual value, if any, is allocated to the common shares. Costs directly identifiable with share capital financings are charged against share capital.
**Recently Issued Accounting Pronouncements and Disclosures Not Yet Adopted**
*ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and ASU 2025-01, (Subtopic 220-40): Clarifying the Effective Date*
In November 2024, FASB issued an Accounting Standards Update ("**ASU**") which will require entities to provide disaggregated disclosure of specified categories of expenses that are included on the face of the income statement, including: purchases of inventory, employee compensation, depreciation, amortization and depletion. In January 2025, FASB clarified the effective dates of this ASU, which becomes effective January 1, 2027. The Company is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its consolidated financial statements.
**3.****INVESTMENTS**
a)Falcon Butte Minerals Corp. ("**Falcon Butte**")
Falcon Butte is a privately held company incorporated in British Columbia, Canada on April 22, 2021.
In April 2022, the Company assigned its two option agreements, originally entered in 2019 to acquire the Butte Valley project located in White Pine County, Nevada, to Falcon Butte. In consideration of the assignment, the Company received:
12| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
|
Total cash proceeds of $1,000, including $500 as reimbursement of previously incurred exploration expenditures and $500 for 0.5% NSR buydown; and |
|
|
|
|
16,049,444 common shares of Falcon Butte with a fair value of $1,906. |
|
The Company also retained net smelter return royalties (**NSR**s) on the property with a carrying value of $Nil (December 31, 2024: $Nil), subject to certain buy-down provisions. As at December 31, 2025, the Company held 18.81% (December 31, 2024 20.44%) ownership in Falcon Butte.
Summarized financial information of Falcon Butte and a reconciliation of the carrying amount of the investment in the Interim Financial Statements are set out below:
**Summarized balance sheet:**
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash |
$ |
2,533 |
|
$ |
381 |
|
|
|
Receivables |
|
- |
|
|
16 |
|
|
|
Financial asset - Convertible loan receivable |
|
- |
|
|
100 |
|
|
|
Prepaids & deposits |
|
- |
|
|
9 |
|
|
|
Investment in associate |
|
- |
|
|
4,067 |
|
|
|
Total Assets |
$ |
2,533 |
|
$ |
4,573 |
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Accounts payable & accrued liabilities |
$ |
2,533 |
|
$ |
14 |
|
|
|
Derivative liabilities |
|
- |
|
|
881 |
|
|
|
Total Liabilities |
$ |
2,533 |
|
$ |
895 |
|
|
|
Summarized statement of loss |
|
|
|
|
|
|
|
|
|
|
Year ended December |
|
|
Year ended December 31, |
|
|
|
|
|
31, 2025 |
|
|
2024 |
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
General and administrative expenses |
$ |
1,444 |
|
$ |
2,937 |
|
|
|
Total operating expenses |
|
1,444 |
|
|
2,937 |
|
|
|
|
|
|
|
|
|
|
|
|
Fair value gain on derivative liability |
|
(1,283 |
) |
|
(412 |
) |
|
|
Other income |
|
(104 |
) |
|
(244 |
) |
|
|
Gain on sale of subsidiary |
|
(4,894 |
) |
|
- |
|
|
|
Gain on initial recognition of investment in associate |
|
- |
|
|
(1,403 |
) |
|
|
Foreign exchange loss (gain) |
|
127 |
|
|
(372 |
) |
|
|
Net (income) loss |
|
(4,710 |
) |
|
506 |
|
|
|
A continuity of the Company's investment in Falcon Butte is as follows: |
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2023 |
|
|
|
$ |
1,206 |
|
|
|
Company's share of net loss |
|
|
|
|
(104) |
|
|
13| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
Balance December 31, 2024 |
$ |
1,102 |
|
|
|
Company's share of net income |
|
962 |
|
|
|
Dividend |
|
(1,276 |
) |
|
|
Impairment |
|
(788 |
) |
|
|
Balance December 31, 2025 |
$ |
- |
|
|
On December 1, 2025, Falcon Butte entered into a Membership Interest Purchase Agreement with Falcon Copper Corp. to sell all its membership interests in Freeport Butte Valley, LLC, which holds the Butte Valley property, the sole asset of Falcon Butte. Falcon Buttes interest in Freeport Butte Valley, LLC, is held in its wholly-owned subsidiary, Falcon Butte America. The total consideration for the transaction consisted of $3,000 in cash and 53,935,113 FCC share purchase warrants valued at $5,913.
The fair value of the share purchase warrants were measured using a Monte Carlo simulation method and the following inputs:
|
|
December 31, 2025 |
|
|
Risk-free interest rate |
3.73% |
|
|
Expected volatility |
100% |
|
|
Dividend yield |
0% |
|
|
Valuation cap |
$250M |
|
|
Exercise price |
$0.35 |
|
|
Probability of qualifying event/milestone event |
50% |
|
|
Simulation Paths |
100,000 |
|
The transaction closed on December 31, 2025.
The purchase price was determined to be $8,913, the fair value of the consideration transferred (cash and warrants) and liabilities assumed.
|
Purchase price: |
|
Amounts ($) |
|
|
|
Cash |
|
3,000 |
|
|
|
Warrants issued |
|
5,913 |
|
|
|
|
|
8,913 |
|
|
|
|
|
|
|
|
|
Net assets acquired: |
|
|
|
|
|
Cash |
|
5 |
|
|
|
Mineral properties |
|
8,927 |
|
|
|
Accounts payable and accrued liabilities |
|
(19 |
) |
|
|
Net asset acquired |
|
8,913 |
|
|
14| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Following closing, Falcon Butte distributed the excess cash and FCC warrants to its security holders on a pro rata basis. Accordingly, the Company recorded $557 in other receivables (received on January 12, 2026) and 6,564,180 FCC share purchase warrants valued at $719.
The cash distribution and the fair value of the FCC warrants received were recorded as a reduction in the carrying value of the Company's investment in Falcon Butte. A further impairment on the investment of $788 to reduce the carrying value of the investment to $Nil was recognized, as the sole asset of Falcon Butte was transferred out of the company as a result of the above transaction.
The FCC warrants were initially recognized at a fair value of $719 on December 31, 2025 and are classified as financial assets. Subsequent to December 31, 2025, the warrants will be revalued at fair value at each period end, with the change in fair value recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss). Each warrant entitles the Company to acquire one common share of FCC for a period of five years, with acceleration provisions and at an exercise price to be determined as the lower of:
a)the price per warrant share equal to the valuation cap of $250,000 divided by the partially diluted capitalization outstanding on the determination date;
b)the price per warrant share equal to a 20% discount to specified future equity financing; and
c)A 20% discount to the 5-day volume-weighted average price (VWAP) of the common shares upon the closing of a corporate event.
b)Falcon Copper Corp. ("**FCC**")
Falcon Copper Corp., formerly Blue Copper Resources Corp, is a privately held company incorporated in Wyoming, United States.
In December 2022, QTA transferred to FCC its:
|
|
|
100% interest in the Blue Copper project. |
|
|
|
|
90% interest in the Groundhog property in Alaska. |
|
|
|
|
5% net profit interest in the Nieves silver property in Mexico, and |
|
|
|
|
Butte Valley royalty. |
|
As consideration, the Company received 57,513,764 common shares of FCC, representing 79.3% of FCC's then-issued and outstanding shares. This transaction was accounted for as a transfer between entities under common control and thus was recorded at carrying value.
In August 2023, Blue Copper Royalties LLC, or BCR, was incorporated in Wyoming, United States. In September 2023, FCC transferred the Butte Valley royalty and its Nieves interest to BCR. Following this transfer, the Company has held a 48.76% ownership in BCR.
As at December 31, 2025 and 2024, the Company's ownership in FCC was reduced to 33.69% and 43.46% respectively, resulting from FCC's equity issuances.
On December 31, 2025, FCC restructured its board of directors such that LCG directors no longer constituted a majority. As a result, the Company reassessed its relationship with FCC in accordance with **ASC 810, Consolidation,**and determined that it no longer maintained a controlling financial interest due to changes in governance and decision-making authority. Accordingly, FCC was deconsolidated effective December 31, 2025.
Upon deconsolidation, the Company derecognized the assets, liabilities and non-controlling interests of FCC and recognized its retained investment in FCC at fair value. The Company recorded a gain on deconsolidation of $26,381 in the consolidated statements of operations and comprehensive income (loss) for 2025.
15| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Summary of derecognized net assets of FCC as at December 31, 2025:
|
|
|
Amount ($) |
|
|
|
Cash and cash equivalents |
|
24,090 |
|
|
|
Mineral properties |
|
1,550 |
|
|
|
Investment |
|
8,927 |
|
|
|
Other assets |
|
175 |
|
|
|
Total assets of FCC |
|
34,742 |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
1,259 |
|
|
|
Convertible debentures |
|
24,364 |
|
|
|
Derivative liability |
|
10,490 |
|
|
|
Total liabilities of FCC |
|
36,113 |
|
|
|
|
|
|
|
|
|
Net assets of FCC |
|
(1,371 |
) |
|
|
Noncontrolling interests |
|
(7,181 |
) |
|
|
Fair value retained |
|
(17,829 |
) |
|
|
Gain on deconsolidation of FCC |
|
(26,381 |
) |
|
The gain represents a non-cash accounting adjustment primarily arising from the remeasurement of the Companys retained interest in FCC to its fair value of $17,829, based on FCCs share price of $0.31, which was determined using the price of FCCs most recent financing of $0.116 on March 14, 2025 and bridging the price to December 31, 2025 using a comparable company indexing approach . The gain does not impact the Companys cash position or liquidity.
Subsequent to deconsolidation, the Company accounts for its investment in FCC using the equity method as the Company holds 33.69% ownership as at December 31, 2025.
16| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
**4.****MINERAL PROPERTIES**
Total mineral property acquisition costs are listed in the table below:
|
|
|
|
|
|
Singatse Peak Services LLC |
|
|
|
|
|
|
Falcon Copper Copr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Copper |
|
|
Blue |
|
|
Schell |
|
|
|
|
|
|
|
|
|
|
|
MacArthur |
|
|
Yerignton |
|
|
Bear |
|
|
Hunewill |
|
|
Wassuk |
|
|
Canyon |
|
|
Copper |
|
|
Creek |
|
|
Groundhog |
|
|
Total |
|
|
|
Balance, December 31, 2023 |
$ |
2,489 |
|
$ |
1,195 |
|
$ |
1,575 |
|
$ |
- |
|
$ |
1,405 |
|
$ |
10 |
|
$ |
878 |
|
$ |
95 |
|
$ |
- |
|
$ |
7,647 |
|
|
|
Option payments |
|
- |
|
|
- |
|
|
231 |
|
|
- |
|
|
- |
|
|
- |
|
|
150 |
|
|
105 |
|
|
- |
|
|
486 |
|
|
|
Funded by Nuton LLC |
|
- |
|
|
- |
|
|
(231 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(231 |
) |
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
150 |
|
|
105 |
|
|
- |
|
|
255 |
|
|
|
Balance, December 31, 2024 |
|
2,489 |
|
|
1,195 |
|
|
1,575 |
|
|
- |
|
|
1,405 |
|
|
10 |
|
|
1,028 |
|
|
200 |
|
|
- |
|
|
7,902 |
|
|
|
Option payments |
|
- |
|
|
- |
|
|
231 |
|
|
- |
|
|
- |
|
|
- |
|
|
225 |
|
|
50 |
|
|
47 |
|
|
553 |
|
|
|
Acquisition |
|
- |
|
|
- |
|
|
- |
|
|
1,312 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,312 |
|
|
|
Deconsolidation of Falcon Copper Corp. |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,253 |
) |
|
(250 |
) |
|
(47 |
) |
|
(1,550 |
) |
|
|
Funded by Nuton LLC |
|
- |
|
|
- |
|
|
(231 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(231 |
) |
|
|
|
|
- |
|
|
- |
|
|
- |
|
|
1,312 |
|
|
- |
|
|
- |
|
|
(1,028 |
) |
|
(200 |
) |
|
- |
|
|
84 |
|
|
|
Balance, December 31, 2025 |
$ |
2,489 |
|
$ |
1,195 |
|
$ |
1,575 |
|
$ |
1,312 |
|
$ |
1,405 |
|
$ |
10 |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
7,986 |
|
|
17| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Total exploration expenditures recorded on the consolidated statements of operations and comprehensive income (loss) are listed in the tables below:
|
|
|
Singatse Peak Services LLC |
|
|
Falcon Copper Corp. |
|
|
|
Year 2025 |
|
MacArthur |
|
|
Yerington |
|
|
Bear |
|
|
Wassuk |
|
|
Blue Copper |
|
|
Schell Creek |
|
|
Other |
|
|
Total |
|
|
|
Property Maintenance |
$ |
207 |
|
$ |
73 |
|
$ |
- |
|
$ |
81 |
|
$ |
192 |
|
$ |
160 |
|
$ |
412 |
|
$ |
1,125 |
|
|
|
Assay & Labs |
|
- |
|
|
25 |
|
|
29 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
54 |
|
|
|
Drilling |
|
- |
|
|
119 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
119 |
|
|
|
Environmental |
|
1 |
|
|
364 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
365 |
|
|
|
Geophysical |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
270 |
|
|
30 |
|
|
- |
|
|
300 |
|
|
|
Technical Study |
|
54 |
|
|
1,828 |
|
|
7 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
1,889 |
|
|
|
Field Support |
|
- |
|
|
15 |
|
|
2 |
|
|
- |
|
|
130 |
|
|
- |
|
|
33 |
|
|
180 |
|
|
|
|
|
262 |
|
|
2,424 |
|
|
38 |
|
|
81 |
|
|
592 |
|
|
190 |
|
|
445 |
|
|
4,032 |
|
|
|
Funded by Nuton LLC |
|
(262 |
) |
|
(2,424 |
) |
|
(38 |
) |
|
(81 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(2,805 |
) |
|
|
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
592 |
|
$ |
190 |
|
$ |
445 |
|
$ |
1,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year 2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Maintenance |
$ |
205 |
|
$ |
84 |
|
$ |
- |
|
$ |
80 |
|
$ |
207 |
|
$ |
151 |
|
$ |
(6 |
) |
$ |
721 |
|
|
|
Assay & Labs |
|
301 |
|
|
91 |
|
|
49 |
|
|
- |
|
|
- |
|
|
- |
|
|
1 |
|
|
442 |
|
|
|
Drilling |
|
689 |
|
|
1,467 |
|
|
1,516 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3,672 |
|
|
|
Environmental |
|
43 |
|
|
637 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
680 |
|
|
|
Geological |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3 |
|
|
- |
|
|
3 |
|
|
|
Geophysical |
|
- |
|
|
45 |
|
|
- |
|
|
- |
|
|
- |
|
|
35 |
|
|
- |
|
|
80 |
|
|
|
Technical Study |
|
- |
|
|
2,569 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
2,569 |
|
|
|
Field Support |
|
1 |
|
|
2 |
|
|
18 |
|
|
- |
|
|
48 |
|
|
5 |
|
|
2 |
|
|
76 |
|
|
|
|
|
1,239 |
|
|
4,895 |
|
|
1,583 |
|
|
80 |
|
|
255 |
|
|
194 |
|
|
(3 |
) |
|
8,243 |
|
|
|
Funded by Nuton LLC |
|
(1,239 |
) |
|
(4,895 |
) |
|
(1,583 |
) |
|
(80 |
) |
|
- |
|
|
- |
|
|
- |
|
|
(7,797 |
) |
|
|
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
255 |
|
$ |
194 |
|
$ |
(3 |
) |
$ |
446 |
|
|
18| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
a)Earn-In Agreement with Nuton LLC ("**Nuton**")
On March 18, 2022, the Company entered into an earn-in agreement, as amended, with Nuton, a subsidiary of Rio Tinto, pursuant to which Nuton has the exclusive option to earn an initial 65% interest in the Company's Yerington, MacArthur, Wassuk, Bear projects and associated water rights (the "**Mining Assets")**by completing staged work programs and funding commitments totaling up to $59,000 (the "**Earn-In Agreement**").
The staged work programs and funding commitments are as follows:
|
|
|
Stage 1: $4,000 initial technical evaluation |
|
|
|
|
Stage 2: $5,000 a pre-feasibility study ("PFS") incorporating Nuton@ technologies |
|
|
|
|
Stage 3: $50,000 a feasibility study ("FS") |
|
|
|
|
$2,500 advanced in January 2023 |
|
|
|
|
$11,500 advanced in January 2024 |
|
|
|
|
$5,000 advanced in November 2024 |
|
Stage 1 was completed in December 2022. Stage 2 was subsequently extended and divided into three phases: Stage 2, Stage 2b, and Stage 2c, all of which have now been completed, including the delivery of the PFS and regulatory filing in September 2025.
As of December 31, 2025, the Company had received cumulative funding of $28,000 under the Earn-In Agreement, including $19,000 advanced from Stage 3.
In November 2025, Nuton elected to proceed to the feasibility study stage and project permitting for the Yerington Copper Project and is expected to provide the remaining Stage 3 funding of $31,000.
Upon completion of the feasibility study, Nuton and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton holding not less than 65% interest in the investment vehicle.
Funds received under the Earn-In Agreement do not represent revenue to the Company. Accordingly, such amounts are recorded as a deposit liability until eligible project expenditures are incurred in accordance with the staged work programs. As expenditure is incurred, the deposit liability is reduced, with corresponding amounts recognized as associated expenses or capitalized to mineral properties, consistent with the Company's accounting policies.
The continuity of the Company's Nuton LLC deposit is as follows:
|
Balance December 31, 2023 |
$ |
1,357 |
|
|
|
Funds received |
|
16,500 |
|
|
|
Funds applied to prepaids |
|
(15 |
) |
|
|
Funds applied to capitalized acquisition |
|
(231 |
) |
|
|
Funds applied to exploration and evaluation |
|
(7,797 |
) |
|
|
Funds applied to general and administrative |
|
(3,169 |
) |
|
|
Balance December 31, 2024 |
$ |
6,645 |
|
|
|
Funds applied to capitalized acquisition |
|
(231) |
|
|
|
Funds applied to exploration and evaluation |
|
(2,805) |
|
|
|
Funds applied to general and administrative |
|
(3,405) |
|
|
|
Balance December 31, 2025 |
$ |
204 |
|
|
19| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
b)MacArthur and Yerington Properties, Nevada
Located in the historic copper district of Yerington, Nevada, the Company's MacArthur and Yerington are 100% owned by SPS, a wholly owned subsidiary of Quaterra Alaska Inc.
The MacArthur property consists of unpatented lode claims and placer claims and covers lands administered by the U.S. Department of Interior - Bureau of Land Management ("**BLM**"). It is subject to a 2% net smelter return royalty upon commencing commercial production, which can be reduced to a 1% NSR in consideration of $1,000.
The Yerington property is centered on the former Anaconda open pit copper mine. This includes fee simple parcels and patented mining claims as well as unpatented lode and placer claims on lands administered by BLM. The Yerington deposit is subject to a 2% NSR upon commencing commercial production. The total lifetime royalty is capped at $7,500.
On March 13, 2025, the Company announced the successful negotiation of a Settlement Agreement with the Nevada Division of Water Resources and the Nevada State Engineering (collectively, the "**State**") to reinstate 3,452.8 ac-ft of previously forfeited water rights essential for the development of the Yerington Copper project. As a result, the State has officially rescinded its notice of forfeiture, thus restoring all the Company's 6,014.5 ac-ft of water rights to good standing. This Settlement Agreement effectively terminates the legal proceedings initiated by the Company to defend its water rights.
c)Bear Deposit, Nevada
The Bear deposit consists of private land located to the northeast of the Yerington deposit.
The Company has five option agreements, entered from March 2013 to May 2015, subsequently amended, to acquire a 100% interest in private lands covering the Bear deposit. Under the terms of these option agreements, the Company is required to make $5,988 in cash payments over 15 years ($5,915 paid) to maintain the exclusive right to purchase the land, mineral rights, and certain water rights and to conduct mineral exploration on these properties. Two of the properties are subject to a 2% NSR upon commencing commercial production, which can be reduced to a 1% NSR in consideration of $1,250 in total.
The outstanding payments required to keep the option agreements in good standing are as follows:
$201 due in 2026, and $101 due in each of 2027 and 2028, for a total of $403.
These five option agreements include purchase provisions for cash payments ranging from $250 to $22,770, with terms requiring varying written notices (from no notice to 12-month notice).
20| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
d)Hunewill, Nevada
In November 2025, the Company acquired a parcel of land adjacent to its Yerington Copper Project for total cash consideration of $1,312, including transaction costs. The acquisition was undertaken to expand the Company's land position for potential future exploration and development activities.
The transaction was accounted for as an asset acquisition, and the entire purchase price was capitalized as mineral property costs and allocated to the Hunewill property.
e)Wassuk, Nevada
The Wassuk property consists of unpatented lode claims on land administered by the BLM. The property is subject to a 3% NSR upon commencing commercial production, which can be reduced to a 2% NSR royalty in consideration of $1,500.
f)Copper Canyon, Nevada
On August 21, 2023, the Company purchased the title to the Copper Canyon claims from Convergent Mining, LLC and paid $10 in mineral claim fees. Further, the Company is required to pay an exploration fee to Convergent Mining, LLC calculated as the 5% of the first $2,000 of qualifying exploration costs, not exceeding $100.
g)Blue Copper Project, Montana
The Blue Copper Project, located in Powell County and Lewis & Clark County in Montana, USA, was acquired in 2021 and is held through FCC.
h)Schell Creek, Nevada
The Schell Creek project was formed pursuant to a joint venture agreement entered in November 2023 between Kennecott Exploration Company ("**Kennecott**"), a subsidiary of Rio Tinto, and FCC. The project includes the adjacent Cabin and Munchy properties. Under the terms of the agreement, FCC has work commitments totalling $2,500 related to drill programs and exploration activities.
Following the deconsolidation of FCC as of December 31, 2025, the Blue Copper and Schell Creek projects were removed from the Company's mineral properties (note 3).
**5.****GENERAL AND ADMINISTRATIVE EXPENSES**
Certain general and administrative expenses were funded by Nuton LLC. and included salaries of $1,198 (2024 - $1,089), legal and consulting fees related to water rights of $1,107 (2024 - $1,066), and other general administration expenses of $1,100 (2024 - $1,014).
A detailed breakdown of general and administrative expenses is provided below:
21| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
|
Year ended December 31 |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Professional fees |
$ |
5,073 |
|
$ |
2,095 |
|
|
|
Salaries, bonuses and benefits |
|
3,687 |
|
|
1,791 |
|
|
|
Office expenses |
|
723 |
|
|
702 |
|
|
|
Travel |
|
334 |
|
|
181 |
|
|
|
Investor relations |
|
152 |
|
|
123 |
|
|
|
Transfer agent and regulatory |
|
97 |
|
|
122 |
|
|
|
|
$ |
10,066 |
|
$ |
5,014 |
|
|
|
Nuton LLC deposit applied |
|
(3,405 |
) |
|
(3,169 |
) |
|
**6.****NON-CONTROLLING INTEREST ("NCI")**
During the year ended December 31, 2024, FCC issued a total of 11,637,931 common shares at $0.116 per common share for gross proceeds of $1,350.
During the year ended December 31, 2025, FCC issued a total of 4,150,000 common shares at $0.116 per common share for gross proceeds of $481, 4,900,000 common shares pursuant to the exercise of 4,400,000 options at $0.10 and 500,000 options at $0.12 for proceeds of $500, and 23,809,524 common shares pursuant to the exercise of 23,809,524 warrants at $0.10 for proceeds of $2,381. FCC also granted 13,330,000 stock options to certain officers, directors, employees and consultants, and 103,250,000 performance options and warrants to certain officers, directors, and employees, exercisable into one common share of FCC with exercise prices ranging from $0.10 - $0.76 and exercisable ranging from five to ten years from the dates of grant.
The 103,250,000 performance options and warrants granted are subject to certain vesting milestones:
a. 18,000,000 upon engagement by FCC of a government relations and advisory firm (met):
b. 1,500,000 upon completion of the Blue Copper Phase 1 drill program (met);
c. 1,000,000 upon the early execution of the entirety of the warrants existing as of March 31, 2025 (met);
d. 4,050,000 upon the completion of a specified future equity financing (not met); and
e. 1,500,000 upon completion of Cabin and Muncy phase 1 drill programs (not met).
f. 300,000 upon entering into a multi-year land access agreement with Kijik village for the Groundhog project (met);
g. e.g. 300,000 upon completion of any acquisition transaction involving Falcon Minerals Corp.s interest in the Butte Valley project (met);
h. 250,000 upon grant;
i. 50,000 upon submission of the Blue Copper Plan of operations (met);
j. 250,000 upon completion of Groundhog Phase 1 drill program (not met);
k. 250,000 upon completion of Schell Creek Phase 1 drill program (not met);
l. 250,000 upon completion of a commercial agreement with Japanese industry (not met);
m. 250,000 upon the anniversary of the completion of a commercial agreement with Japanese industry (not met);
n. 300,000 upon the completion of the FB acquisition (met);
o.3,500,000 upon entering into a strategic alliance MOU with the US Government and a Japanese smelting company (not met);
p.3,500,000 upon smelter technology transfer pursuant to the MOU (not met);
22| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
q. 10,500,000 upon entering into a binding agreement pursuant to the above MOU (not met);
r. 7,500,000 upon entering into a lease agreement with Chuchuna Minerals Company on the Groundhog project in Alaska (met);
s. 7,500,000 upon reaching 12 months in good standing pursuant to the Chuchuna Minerals Company lease agreement (not met);
t. 15,000,000 upon reaching 24 months in good standing pursuant to the Chuchuna Minerals Company lease agreement (not met);
u. 2,500,000 upon receiving $5,000,000 cumulative in federal funding (not met);
v.2,500,000 upon receiving $10,000,000 cumulative in federal funding (not met);
w.22,500,000 upon receiving $25,000,000 cumulative in federal funding (not met);
The stock options and performance options were valued at $6,797 using the Black-Scholes model with the following estimates:
|
|
|
January 5, 2025 |
|
|
April 14,2025 |
|
|
May 28,2025 |
|
|
July 15, 2025 |
|
|
|
Risk-free interest rate |
|
2.96% |
|
|
2.74% |
|
|
2.85% |
|
|
3.13% |
|
|
|
Expected life (years) |
|
5.00 |
|
|
5.00 |
|
|
5.00 |
|
|
5.00 |
|
|
|
Annualized volatility |
|
109.67% |
|
|
104.29% |
|
|
99.79% |
|
|
101.34% |
|
|
|
Forfeiture rate |
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
|
Dividend yield |
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
|
|
|
September |
|
|
October 30, |
|
|
November |
|
|
December |
|
|
December |
|
|
|
|
|
22, 2025 |
|
|
2025 |
|
|
1, 2025 |
|
|
22, 2025 |
|
|
24, 2025 |
|
|
|
Risk-free interest rate |
|
3.71% |
|
|
4.11% |
|
|
3.71% |
|
|
3.71% |
|
|
4.15% |
|
|
|
Expected life (years) |
|
5.00 |
|
|
10.00 |
|
|
5.00 |
|
|
5.00 |
|
|
9.85 |
|
|
|
Annualized volatility |
|
94.96% |
|
|
114.22% |
|
|
92.11% |
|
|
93.01% |
|
|
114.29% |
|
|
|
Forfeiture rate |
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
|
Dividend yield |
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
0% |
|
|
As a result of the above, the Company's ownership in FCC is reduced to 33.69% as of December 31, 2025 (December 31, 2024 - 43.46%). Further, due to a change in governance in FCC, management determined that it no longer held control over FCC and as a result, FCC was deconsolidated, resulting in the NCI being removed from the consolidated balance sheet.
A continuity of the Company's NCI is as follows:
|
Balance December 31, 2023 |
$ |
3,117 |
|
|
|
Issuance of common shares |
|
1,350 |
|
|
|
Net loss and comprehensive loss attributable to NCI |
|
(807 |
) |
|
|
Balance December 31, 2024 |
$ |
3,660 |
|
|
|
Issuance of common shares |
|
3,949 |
|
|
|
Issuance of preferred shares |
|
3,026 |
|
|
|
Grant of options and warrants |
|
6,797 |
|
|
|
Grant of finder's warrants |
|
137 |
|
|
|
Net loss and comprehensive loss attributable to NCI |
|
(10,388 |
) |
|
|
Deconsolidation of FCC |
|
(7,181 |
) |
|
|
Balance December 31, 2025 |
|
- |
|
|
23| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
**7.****CONVERTIBLE DEBENTURES**
For the year ended December 31, 2025, FCC entered into convertible loan agreements amounting to $416 (2024 - $250) bearing interest at 5% per annum each having a term of 12 months. The principal and accrued interest is convertible into common shares of FCC at the lower of:
|
|
|
the price per share in the lowest equity financing undertaken by FCC during the term of the loan; and |
|
|
|
|
$0.106 |
|
Under ASC 815, the conversion feature does not require bifurcation. Therefore, both the debt and the conversion option is accounted for as a single liability carried at amortized cost plus accrued interest. On October 3, 2025, $586 of principal and accrued interest was converted at $0.106 resulting in the issuance of 5,530,359 FCC common shares. For the year ended December 31, 2025, the accrued interest was $21 (2024 - $2).
On July 24, 2025 and August 20, 2025, FCC issued convertible notes with face amounts totaling $5,628 ($4,517 and $1,111, respectively) and funding amounts totaling $5,065 ($4,065 and $1,000, respectively), representing a 10% discount and issuance costs of $389 ($299 and $90, respectively). The notes mature
nine months
from the respective issue dates and are convertible into common shares of FCC in accordance with their terms, subject to the occurrence of a specified future equity financing and a corporate event.
In connection with the issuance of the notes, each note holder received bonus preferred shares of FCC equal to 20% of the note proceeds. The bonus preferred shares are non-redeemable and are convertible into shares of FCC for a period of 24 months from the date of issuance.
Both the notes and bonus preferred shares are convertible into FCC common shares at the lowest of the following prices:
a)The price per share equal to a 20% discount to the price of the specified future equity financing;
b)The price per share equal to the valuation cap ($60,000,000) divided by the total number of common and preferred shares outstanding; or
c)A 20% discount to the 5-day volume-weighted average price (VWAP) of the common shares upon the closing of a corporate event.
Based on the terms of the July 24 and August 20 notes, the convertible notes were determined to be a financial instrument comprising a host debt component, with a conversion feature with a variable conversion price classified as a derivative liability, and preferred shares classified as equity.
In relation to the July tranche, 404,500 finder's warrants were granted and valued at $57 using the Black-Scholes Option Pricing model and the following assumptions:
24| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
|
July 24, 2025 |
|
|
|
Risk-free interest rate |
|
3.98% |
|
|
|
Expected life (years) |
|
5.00 |
|
|
|
Annualized volatility |
|
101.19% |
|
|
|
Forfeiture rate |
|
0.00% |
|
|
|
Dividend yield |
|
0.00% |
|
|
On November 14, 2025 and December 18, 2025, FCC issued convertible notes with face amounts totaling $29,222 ($12,500 and $16,722 respectively) and funding amounts totaling $26,300 ($11,250 and $15,050, respectively), representing a 10% discount and issuance costs of $1,463 ($737 and $726, respectively). The notes mature
nine months
from the respective issue dates and are convertible into common shares of FCC in accordance with their terms, subject to the occurrence of a specified future equity financing and a corporate event.
In connection with the issuance of the notes, each note holder received bonus preferred shares of FCC equal to 20% of the note proceeds. The bonus preferred shares are non-redeemable and are convertible into shares of FCC for a period of 24 months from the date of issuance.
Both the notes and bonus preferred shares are convertible into FCC common shares at the lowest of the following prices:
a)The price per share equal to a 20% discount to the price of the specified future equity financing;
b)The price per share equal to the valuation cap ($250,000,000) divided by the total number of common and preferred shares outstanding; or
c)A 20% discount to the 5-day volume-weighted average price (VWAP) of the common shares upon the closing of a corporate event.
Based on the terms of the November 14, and December 18 notes, the convertible notes were determined to be a financial instrument comprising a host debt component, with a conversion feature with a variable conversion price classified as a derivative liability, and preferred shares classified as equity.
In relation to the two tranches, 858,655 finder's warrants were granted (447,468 and 411,187, respectively) and valued at $80 ($33 and $47, respectively) using the Black-Scholes Option Pricing model and the following assumptions:
|
|
|
November 14, 2025 |
|
|
December 18, 2025 |
|
|
|
Risk-free interest rate |
|
3.74% |
|
|
3.66% |
|
|
|
Stock price |
|
$0.19 |
|
|
$0.26 |
|
|
|
Expected life (years) |
|
5.00 |
|
|
5.00 |
|
|
|
Annualized volatility |
|
93.28% |
|
|
92.98% |
|
|
|
Forfeiture rate |
|
0.00% |
|
|
0.00% |
|
|
|
Dividend yield |
|
0.00% |
|
|
0.00% |
|
|
Subsequent to initial recognition, the host debt component is carried at cost and is accreted up to its face value over the term of the note. The conversion feature derivative liability is revalued at each reporting period to its fair value with the change recognized in the Consolidated Statements of Loss. The preferred shares are carried at cost with no further remeasurement.
25| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
The Company engaged a third-party valuation firm to value the components of the convertible note financings completed on July 24, 2025, August 20, 2025, November 14, 2025, and December 18, 2025.
The valuation firm determined the fair value of each component as follows:
**Host Debt:**
|
Instrument |
|
MeasurementDate |
|
|
PrincipalAmount |
|
|
Fair value |
|
|
Allocatedvalue |
|
|
EffectiveInterest rate |
|
|
Finder's feeallocation |
|
|
|
July |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tranche |
|
24/07/2025 |
|
$ |
4,517 |
|
$ |
3,622 |
|
$ |
2,917 |
|
|
74.23% |
|
$ |
223 |
|
|
|
August |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tranche |
|
20/08/2025 |
|
$ |
1,111 |
|
$ |
893 |
|
$ |
743 |
|
|
71.63% |
|
$ |
69 |
|
|
|
November |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tranche |
|
14/11/2025 |
|
$ |
12,500 |
|
$ |
10,057 |
|
$ |
8,562 |
|
|
63.68% |
|
$ |
573 |
|
|
|
December |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tranche |
|
18/12/2025 |
|
$ |
16,722 |
|
$ |
13,459 |
|
$ |
11,442 |
|
|
61.19% |
|
$ |
564 |
|
|
**Derivative Liability:**
|
Instrument |
Initialrecognition |
|
|
PrincipalAmount |
|
|
Fair value |
|
|
Allocatedvalue |
|
|
Finders feeallocation |
|
|
|
July Tranche |
24/07/2025 |
|
$ |
4,517 |
|
$ |
751 |
|
$ |
751 |
|
$ |
46 |
|
|
|
August Tranche |
20/08/2025 |
|
$ |
1,111 |
|
$ |
156 |
|
$ |
156 |
|
$ |
12 |
|
|
|
November Tranche |
14/11/2025 |
|
$ |
12,500 |
|
$ |
1,523 |
|
$ |
1,523 |
|
$ |
87 |
|
|
|
December Tranche |
18/12/2025 |
|
$ |
16,722 |
|
$ |
2,049 |
|
$ |
2,049 |
|
$ |
86 |
|
|
|
Instrument |
Measurement date |
|
Principal Amount |
|
|
Fair value |
|
|
|
July Tranche |
31/12/2025 |
$ |
4,517 |
|
$ |
787 |
|
|
|
August Tranche |
31/12/2025 |
$ |
1,111 |
|
$ |
205 |
|
|
|
November Tranche |
31/12/2025 |
$ |
12,500 |
|
$ |
1,533 |
|
|
|
December Tranche |
31/12/2025 |
$ |
16,722 |
|
$ |
2,052 |
|
|
**Preferred Share:**
|
Instrument |
Measurement Date |
|
PrincipalAmount |
|
|
Fair value |
|
|
Allocatedvalue |
|
|
Finders feeallocation |
|
|
|
July Tranche |
24/07/2025 |
$ |
4,517 |
|
$ |
493 |
|
$ |
397 |
|
$ |
30 |
|
|
|
August Tranche |
20/08/2025 |
$ |
1,111 |
|
$ |
121 |
|
$ |
101 |
|
$ |
9 |
|
|
|
November Tranche |
14/11/2025 |
$ |
12,500 |
|
$ |
1,368 |
|
$ |
1,165 |
|
$ |
78 |
|
|
|
December Tranche |
18/12/2025 |
$ |
16,722 |
|
$ |
1,833 |
|
$ |
1,558 |
|
$ |
77 |
|
|
26| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Finder's fees allocated to the host debt was accounted for as a direct reduction to the carrying amount of debt and amortized to accretion expense over the term of the debt, while finder's fees allocated to preferred shares were accounted for as a direct reduction to equity. The finder's fees allocated to the derivative liability were expensed immediately in financing costs in the Consolidated Statement of Operations.
On November 6, 2025, the Company completed a non-brokered private placement of convertible debentures (the "**Debentures**") with a principal amount of $2,700. The Debentures mature on November 6, 2026 and bear interest at 12% per annum, payable at maturity. The Debentures are convertible, at the option of the holder, into common shares of the Company at $0.0965 per share. Interest may be paid in common shares at the prevailing market price upon repayment or conversion, subject to regulatory approval.
In relation to the completed convertible debenture financing, the Company granted 27,979,274 common share purchase warrants, exercisable at $0.0965 and expiring on November 6, 2030.
Under ASC 470-20, as amended by ASU 2020-06, the conversion feature does not require bifurcation. Therefore, both the debt and the conversion option is accounted for as a single liability carried at book value plus accrued interest whereas the warrants were accounted for as equity. The liability component is recorded at amortized cost using the effective interest method, and the equity component is recorded in shareholders equity at the date of issuance.
Accordingly, the proceeds were allocated between the liability and equity components using the relative fair value method, with $1,936 assigned to debt and $764 recorded in additional paid-in capital on November 6, 2025.
The warrants were valued using the Black-Scholes Option Pricing model and the following assumptions:
|
|
November 6, 2025 |
|
|
Risk-free interest rate |
3.72% |
|
|
Expected life (years) |
5.00 |
|
|
Annualized volatility |
26.85% |
|
|
Forfeiture rate |
0.00% |
|
|
Dividend yield |
0.00% |
|
On February 16, 2024, the Company issued 12-month convertible debentures with a principal amount of $941, bearing an interest rate of 20% per annum. These debentures replaced previously issued debentures that were due in February 2024. The debentures were convertible into common shares of the Company at a price of $0.06 ($0.08 CAD) per share.
In December 2024, the Company repaid $936 of these debentures. The remaining balance of $5 was repaid in February 2025, along with accrued interest of $1.
The following table summarizes the continuity of the convertible debentures, including those issued by FCC:
27| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
Balance as at December 31, 2023 |
$ |
3,544 |
|
|
|
Issued |
|
461 |
|
|
|
Extinguished debt - fair value of conversion feature |
|
(30 |
) |
|
|
Extinguished debt - fair value of warrants |
|
(30 |
) |
|
|
Modified debt - fair value of warrants |
|
(93 |
) |
|
|
Accretion |
|
220 |
|
|
|
Interest |
|
228 |
|
|
|
Extinguished |
|
(150 |
) |
|
|
Converted |
|
(1,976 |
) |
|
|
Repayment |
|
(1,922 |
) |
|
|
Loss on repayment |
|
5 |
|
|
|
Balance as at December 31, 2024 |
$ |
257 |
|
|
|
Issued |
|
24,590 |
|
|
|
Accretion |
|
2,125 |
|
|
|
Interest |
|
70 |
|
|
|
Converted |
|
(586 |
) |
|
|
Repayment |
|
(6 |
) |
|
|
Deconsolidation of FCC |
|
(24,364 |
) |
|
|
Balance as at December 31, 2025 |
$ |
2,086 |
|
|
**8.****DERIVATIVE LIABILITIES**
During the year ended December 31, 2024, the Company issued certain share purchase warrants and convertible debt that can be exercised and converted in USD or CAD. The warrants and the conversion feature were classified as derivative liabilities, carried at fair value and revalued at each reporting date.
In conjunction with the Company's CSE listing on September 19, 2024, 41,707,215 warrants were issued to certain directors and individual who converted their debts into common shares of the Company on March 8, 2024. These warrants were treated as a contingency with their fair value being recorded as a derivative liability on March 8, 2024. On September 19, 2024, these warrants were revalued at $359 and recorded as equity since all are exercisable in USD, the functional currency of the Company.
During the year ended December 31, 2025, FCC issued certain convertible debt with a variable conversion price (Note 7). Under ASC 815, the conversion feature was classified as a derivative liability, carried at fair value and revalued at each reporting date.
During the year ended December 31, 2025, the FCC issued certain share purchase warrants with a variable exercise price (Note 3). The warrants were classified as a derivative liability, carried at fair value and revalued at each reporting date.
The following table summarizes the continuity of the derivative liabilities, including those related to FCC:
|
Balance December 31, 2023 |
$ |
176 |
|
|
|
Issuance of warrants for private placement |
|
346 |
|
|
|
Issuance of warrants upon conversion of existing debentures |
|
60 |
|
|
|
Issuance of contingent warrants upon conversion of existing debentures |
|
649 |
|
|
|
Issuance of warrants and conversion for extinguishment debentures |
|
55 |
|
|
|
Modification of warrants upon restructuring of debentures |
|
109 |
|
|
|
Modification of conversion feature upon restructuring of debentures |
|
129 |
|
|
|
Issuance of warrants - equity |
|
(359 |
) |
|
|
Fair value change on derivative liabilities |
|
(876 |
) |
|
|
Balance December 31, 2024 |
$ |
289 |
|
|
|
Issuance of convertible debentures with variable conversion price |
|
10,393 |
|
|
|
Deconsolidation of Falcon Copper |
|
(10,490 |
) |
|
|
Fair value change on derivative liabilities |
|
3,372 |
|
|
|
Balance December 31, 2025 |
$ |
3,564 |
|
|
28| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
**9.****SHARE CAPITAL**
The Company is authorized to issue an unlimited number of common shares without par value.
In June and August 2025 During the year ended December 31, 2025, the Company issued a total of 2,223,635 (June 2024 3,063,000) common shares pursuant to the exercises of stock options for aggregate proceeds of $127 (2024 - $181).
In February and March 2024, the Company issued 3,500,000 and 45,815,213 common shares, respectively, at prices of $0.074 and $0.042 per share in connection with the convertible debentures (Note 8).
In March and November 2024, the Company completed private placements of 23,809,522 and 25,155,554 units, respectively, at $0.042 and $0.045 per unit for aggregate gross proceeds of $2,132. Each unit consisted of one common share and one common share purchase warrant exercisable at $0.056 and $0.06 per share, respectively, for a period of five years from the date of issuances.
**10.****ADDITIONAL PAID-IN CAPITAL**
a) Stock options
The Company is authorized to grant stock options to directors, employees, and consultants pursuant to its stock option plan for up to 20% of the Company's issued and outstanding common shares. Stock options are granted at the discretion of the Board of Directors and may vest immediately or upon the achievement of specified performance milestones.
The exercise price of each option cannot be lower than the closing market share price of the Company's common shares on the trading day preceding the grant. Most options are granted for a term of five years and invested immediately, except for those subject to performance milestones.
The following table summarizes the continuity of the number of stock options issued and outstanding:
29| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
|
|
|
|
|
Weightedaverage exercise |
|
|
|
|
|
Weightedaverage exercise |
|
|
|
|
|
of options |
|
|
price (CAD) |
|
|
of options |
|
|
price (CAD) |
|
|
|
Outstanding, beginning of year |
|
63,735,248 |
|
|
0.09 |
|
|
49,239,020 |
|
$ |
0.10 |
|
|
|
Granted |
|
29,000,000 |
|
|
0.05 |
|
|
40,655,000 |
|
|
0.08 |
|
|
|
Exercised |
|
(2,223,635 |
) |
|
(0.080 |
) |
|
(3,063,000 |
) |
|
(0.080 |
) |
|
|
Expired |
|
(1,970,648 |
) |
|
(0.080 |
) |
|
(13,595,772 |
) |
|
(0.09 |
) |
|
|
Cancelled |
|
- |
|
|
- |
|
|
(9,500,000 |
) |
|
(0.11 |
) |
|
|
Outstanding, ending of year |
|
88,540,965 |
|
|
0.10 |
|
|
63,735,248 |
|
|
0.09 |
|
|
|
Exercisable, ending of year |
|
81,040,965 |
|
|
0.10 |
|
|
57,765,248 |
|
|
0.09 |
|
|
As of December 31, 2025, all stock options were fully vested except for 7,500,000 granted on April 5, 2025.
On April 4, 2025, the Company granted 7,500,000 performance options to a key member of management at an exercise price of $0.08 per share. The options vest in two equal tranches upon the Company achieving market capitalization of $100,000 and $200,000, respectively.
The performance options were valued using a Monte Carlo simulation model with the following inputs: Volatility: 125%, risk-free interest rate 2.52%, dividend yield 0% and simulation paths 10,000.
On July 26, 2024, the Company granted 7,500,000 stock options to three members of senior management at an exercise price of CAD $0.08 per share. The options vest in three equal tranches upon the achievement of specific milestones pursuant to the Option Agreement with Nuton LLC. All vesting conditions were met, and the options became fully vested as of December 31, 2025.
The following table summarizes the Company's stock options outstanding as of December 31, 2025 and 2024, the weighted-average remaining contractual life of the options outstanding was 3.6 and 2.7 years, respectively.
30| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
Exercise |
|
|
|
Grant Date |
Price (CAD) |
Expiry Date |
December 31, 2025 |
December 31, 2024 |
|
|
June 30, 2020 |
0.08 |
June 30, 2025 |
- |
2,450,000 |
|
|
August 18, 2020 |
0.072 |
August 18, 2025 |
- |
1,744,283 |
|
|
June 18, 2021 |
0.245 |
June 18, 2026 |
2,550,000 |
2,550,000 |
|
|
October 21, 2021 |
0.09 |
October 21, 2026 |
900,000 |
900,000 |
|
|
May 25, 2022 |
0.085 |
May 25, 2027 |
2,000,000 |
2,000,000 |
|
|
March 3, 2023 |
0.095 |
March 2, 2028 |
350,000 |
350,000 |
|
|
July 22, 2023 |
0.08 |
July 21, 2028 |
16,215,965 |
16,215,965 |
|
|
March 1, 2024 |
0.07 |
March 1, 2029 |
12,865,000 |
12,865,000 |
|
|
July 26, 2024 |
0.08 |
July 26, 2029 |
7,500,000 |
7,500,000 |
|
|
December 10, 2024 |
0.085 |
December 10, 2029 |
17,160,000 |
17,160,000 |
|
|
April 4, 2025 |
USD0.08 |
April 4, 2030 |
7,500,000 |
- |
|
|
September 5, 2025 |
0.12 |
September 5, 2030 |
20,000,000 |
- |
|
|
September 8, 2025 |
0.135 |
September 8, 2030 |
1,500,000 |
- |
|
|
|
|
|
88,540,965 |
63,735,248 |
|
For 2025, the Company recognized shared-based compensation expense of $1,975 (2024 - $1,523) related to the vesting of options. Share-based compensation expense is recorded over the vesting period of the respective awards. The fair value of stock options granted during 2025 and 2024 was estimated at the grant date using the Black-Scholes option pricing model with the following weighted-average assumptions:
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Annualized volatility |
|
140% |
|
|
90-141% |
|
|
|
Expected life in years |
|
5 |
|
|
5 |
|
|
|
Estimated forfeiture rate |
|
0% |
|
|
0% |
|
|
|
Risk free interest rate |
|
2.77 - 2.82% |
|
|
2.83 - 3.94% |
|
|
|
Dividend yield |
|
Nil |
|
|
Nil |
|
|
b) Share purchase warrants
The following table summarizes the continuity of the number of warrants issued and outstanding:
|
|
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
|
|
Numberof warrants |
|
|
Weightedaverageexercise price |
|
|
Numberof warrants |
|
|
Weightedaverageexercise price |
|
|
|
Outstanding, beginning of year |
|
110,477,171 |
|
$ |
0.06 |
|
|
119,626,027 |
|
$ |
0.09 |
|
|
|
Warrants issued |
|
27,979,275 |
|
|
0.0965 |
|
|
110,477,171 |
|
|
0.06 |
|
|
|
Cancelled |
|
- |
|
|
- |
|
|
(32,270,021 |
) |
|
(0.07 |
) |
|
|
Warrants expired |
|
(15,696,882 |
) |
|
(0.06 |
) |
|
(87,356,006 |
) |
|
(0.10 |
) |
|
|
Outstanding, end of year |
|
122,759,564 |
|
$ |
0.066 |
|
|
110,477,171 |
|
$ |
0.06 |
|
|
31| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
On November 6, 2025, the Company issued 27,979,274 (November 8, 2024 - 25,155,554) common share purchase warrants in connection with the issuance of convertible debentures (Note 7), each exercisable for one common share at $0.0965 (2024 - $0.06) until November 6, 2030 (November 8, 2029).
The following table summarizes warrants outstanding as of December 31, 2025 and 2024:
|
Grant Date |
ExercisePrice ($) |
Expiry Date |
December 31, 2025 |
December 31, 2024 |
|
|
February 16, 2024 |
0.06 |
February 16, 2025 |
- |
15,696,882 |
|
|
March 8, 2024 |
0.056 |
March 8, 2029 |
27,917,520 |
27,917,520 |
|
|
September 19, 2024 |
0.056 |
September 19, 2029 |
41,707,215 |
41,707,215 |
|
|
November 8, 2024 |
0.06 |
November 8, 2029 |
25,155,554 |
25,155,554 |
|
|
November 6, 2025 |
0.0965 |
November 6, 2030 |
27,979,275 |
- |
|
|
|
|
|
122,759,564 |
110,477,171 |
|
**11.****RELATED PARTY TRANSACTIONS**
The Company's key management personnel consist of its directors and executive officers. Compensation for key management personnel was as below:
|
|
Years ended December 31 |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Salaries and bonuses |
$ |
2,278 |
|
$ |
553 |
|
|
|
Directors' fees |
|
90 |
|
|
- |
|
|
|
Share-based compensation |
|
6,402 |
|
|
850 |
|
|
|
|
$ |
8,770 |
|
$ |
1,403 |
|
|
Certain officers are entitled to payment upon a change of control in accordance with their employment agreements. Share-based compensation represents the fair value of stock options granted to directors and officers during the year.
In 2025, members of the Board were granted stock options of FCC with a fair value of $2,103. One of the Company's Co-Chairmen, who also serves as a Chairman of FCC, received a cash bonus of $500 from FCC.
During the year ended December 31, 2025, an immediate family member of an executive officer was employed by the Company as a temporary employee and received salary. In addition, a firm affiliated with this individual provided services to the Company and related parties. Total compensation and service fees for the year were $120.
In connection with the Falcon Butte acquisition (Note 3(a)), Falcon Butte declared and paid dividends directly to its shareholders, including two directors of the Company. The Company did not fund these payments and the amounts received by the two directors were not material.
32| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
The Chief Executive Officer and Chief Financial Officer of FCC received salaries of $149 and $49, respectively, and were granted FCC stock options with fair values of $1,505 and $19, respectively. The Chief Executive Officer also received a bonus of $500. These amounts are included in the table above.
During 2025 and 2024, certain directors and officers participated in financing transactions with the Company.
During 2025, $Nil interest was accrued and remained unpaid related to convertible debentures held by directors and officers (2024 - $160 accrued and paid). The debentures bear interest at 12% per annum (2024 - 20%) and mature on November 8, 2026 (2024 - February 16, 2025).
On February 16, 2024, certain directors and officers of the Company restructured $407 of previously issued convertible debentures into new debentures bearing interest at 20% per annum, maturing on February 16, 2025, and convertible into common shares at $0.06 per share. In addition, a director converted $259 of convertible debentures into 3,500,000 common shares at $0.074 per share (note 9).
On March 8, 2024, certain directors and a former officer converted $1,541 of convertible debentures into 36,675,478 common shares at a price of $0.042 per share. In connection with these conversions, the Company issued 41,707,215 contingent warrants to certain directors and officers with an initial fair value of $649, which was subsequently remeasured to $359 as of September 19, 2024.
On March 8, 2024, certain directors and a former officer subscribed for 12,202,380 common shares for total proceeds of $513 in a private placement and received 12,202,380 warrants with a value of $177.
**12.****SEGMENTED INFORMATION**
The Company operates as a single operating segment focused on exploration and development in the United States. Although general and administrative expenses are incurred across multiple legal entities, the chief operating decision maker ("**CODM**"), the Company's board of directors, evaluates performance and allocates resources on a consolidated basis. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
The measure of segment assets is reported on the consolidated balance sheet as total assets.
**13.COMMITMENTS**
To acquire certain mineral property interests as per Note 4, the Company must make optional acquisition expenditures to satisfy the terms of existing option agreements, failing which the rights to such mineral properties will revert to the property vendors.
**14.****FINANCIAL INSTRUMENT RISKS**
The board of directors has overall responsibility for establishing and oversight of the Company's risk management framework. The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. Financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities, lease liabilities, Nuton LLC deposit, convertible debentures, derivative liabilities.
33| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
Financial instruments recorded at fair value on the consolidated statements of financial position are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of the fair value hierarchy are:
|
|
|
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities. |
|
|
|
|
Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and |
|
|
|
|
Level 3 - Inputs that are not based on observable market data. |
|
The Company's activities expose it to financial risks of varying degrees of significance, which could affect its ability to achieve its strategic objectives for growth and stockholder returns. The principal financial risks to which the Company is exposed are liquidity risk, currency risk, interest rate risk, credit risk and commodity price risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and reviews the Company's policies on an ongoing basis.
The carrying values of cash, accounts payable, accrued liabilities and Nuton LLC deposit approximate their fair values because of their immediate or short term to maturity and the Company's convertible debentures and lease liabilities are recorded at amortized cost.
The Company's derivative liabilities are measured at its fair value at the end of each reporting period and is categorized as Level 2 in the fair value hierarchy based on the use of observable indirect market data like government bond yields to estimate risk-free rates and dividend yields based on historical dividend patterns. The Company's investment in associate and other are categorized as Level 3 in the fair value hierarchy (Note 3(b) and Note 3(a), respectively).
a)Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from equity offerings or debt financing to meet its operating requirements, after considering existing cash and expected exercise of stock options and share purchase warrants. See Note 1 for further discussion.
b)Currency risk
Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates in the United States and Canada; and is exposed to currency risk from transactions denominated in CAD. Currently, the Company does not have any foreign exchange hedge programs and manages its operational CAD requirements through spot purchases in the foreign exchange markets. Based on CAD financial assets and liabilities' magnitude, the Company does not have material sensitivity to CAD to USD exchange rates.
34| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
c)Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to the interest rate risk on its liabilities through its outstanding borrowings and the interest earned on cash balances. The Company monitors its exposure to interest rates and maintains an investment policy that focuses primarily on the preservation of capital and liquidity.
d)Credit risk
Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk through its cash and cash equivalents. Cash and cash equivalents are held in large Canadian and US financial institutions that have high credit ratings assigned by international credit rating agencies.
**15.****DEFERRED INCOME TAX**
A Reconciliation of income tax provision computed at Canadian statutory rates to the reported income tax provision is provided as follows:
|
|
2025 |
|
|
Percent% |
|
2024 |
|
|
Percent% |
|
|
|
Net income (loss) for the year |
$ |
4,383 |
|
|
|
|
$ |
(4,741 |
) |
|
|
|
|
|
Canadian Federal statutory rate |
|
663 |
|
|
15 |
|
|
(711 |
) |
|
15 |
|
|
|
Local income taxes, net of federal benefit |
|
526 |
|
|
12 |
|
|
(569 |
) |
|
12 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign tax effects |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
USA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statutory tax rate difference betweenUSA and Canada |
$ |
(420 |
) |
|
(10) |
|
$ |
(124 |
) |
|
3 |
|
|
|
Change in valuation allowance |
|
(1,914 |
) |
|
(44) |
|
|
(330 |
) |
|
7 |
|
|
|
Non-deductible (taxable) items |
|
(1,578 |
) |
|
(36) |
|
|
23 |
|
|
0 |
|
|
|
Other adjustments |
|
342 |
|
|
8 |
|
|
764 |
|
|
(16) |
|
|
|
Provision to return adjustments and other |
|
213 |
|
|
5 |
|
|
39 |
|
|
(1) |
|
|
|
Foreign exchange gains and losses |
|
(434 |
) |
|
(10) |
|
|
817 |
|
|
(17) |
|
|
|
Permanent difference |
|
533 |
|
|
12 |
|
|
667 |
|
|
(14) |
|
|
|
Change in valuation allowance |
|
1,231 |
|
|
28 |
|
|
(576 |
) |
|
12 |
|
|
|
Loss of subsidiary |
|
838 |
|
|
19 |
|
|
- |
|
|
|
|
|
|
Income tax expense (recovery) |
$ |
- |
|
|
|
|
$ |
- |
|
|
|
|
|
The tax effect of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities as at December 31, 2025 and 2024 respectively are presented below.:
35| P a g e
|
Lion Copper and Gold Corp.Notes to the Consolidated Financial StatementsFor the years ended December 31, 2025 and 2024(In thousands of U.S. Dollars except for shares and per share amounts) |
|
|
|
2025 |
|
2024 |
|
|
Deferred tax assets: |
|
|
|
|
|
|
|
Non-capital loss and net operating loss carryforward |
$ |
7,071 |
|
$ |
7,434 |
|
|
|
Mineral properties |
|
9,397 |
|
|
10,442 |
|
|
|
Capital losses |
|
2,153 |
|
|
2,052 |
|
|
|
Financing and other |
|
968 |
|
|
104 |
|
|
|
Lease liabilities |
|
- |
|
|
8 |
|
|
|
Total gross deferred tax assets |
|
19,589 |
|
|
20,040 |
|
|
|
Less: valuation allowance |
|
(16,139 |
) |
|
(20,016 |
) |
|
|
Net deferred tax assets |
|
3,450 |
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax liabilities: |
|
|
|
|
|
|
|
|
Convertible debentures |
|
(179 |
) |
|
(16 |
) |
|
|
Investments |
|
(3,271 |
) |
|
- |
|
|
|
ROU asset |
|
- |
|
|
(8 |
) |
|
|
Total deferred tax liabilities |
|
(3,450 |
) |
|
(24 |
) |
|
|
Deferred tax assets and liabilities |
|
- |
|
|
- |
|
|
The Company's unused tax losses expire as follows:
|
|
|
Canada |
|
|
US |
|
|
|
2026 |
$ |
510 |
|
$ |
- |
|
|
|
2027 - 2044 |
|
23,381 |
|
|
- |
|
|
|
2034 - 2037 |
|
- |
|
|
79 |
|
|
|
Indefinite |
|
- |
|
|
904 |
|
|
|
|
$ |
23,891 |
|
$ |
983 |
|
|
The Company's unused capital losses of $nil are available to carry forward indefinitely.
**16.****SUBSEQUENT EVENTS**
a)On January 21, 2026, the Company received $30,500 from Nuton in connection with this Stage 3 funding commitment under the Earn-In Agreement.
b)Subsequent to year end, the Company issued 258,225 shares for financial advisory services valued at $30, and 8,504,062 common shares upon exercises of warrants and options for gross proceeds of $497.
|
36 | P a g e |
|
***Lion Copper and Gold Corp.**
**Management's Discussion and Analysis**
**For the years ended December 31, 2025**
Dated: March 31, 2026
(In thousands of U.S. dollars except for shares and per share amounts)
This Management's Discussion and Analysis ("**MD&A**") of Lion Copper and Gold Corp. ("**LCG**") and its wholly owned subsidiary, Quaterra Alaska Inc. ("**QTA**") (collectively "**Lion Copper**" or the "**Company**"), dated **March 31, 2026**, should be read in conjunction with the Company's audited consolidated financial statements for the year ended December 31, 2025, and related notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States ("**U.S. GAAP**").
Additional information about the Company, including the Company's press releases, quarterly and annual reports is available through the Company's filings with the securities regulatory authorities in Canada at www.sedarplus.com or the United States Securities Exchange Commission ("**SEC**") at www.sec.gov/edgar. Information about mineral resources, as well as risks associated with investing in the Company's securities is also contained in the Company's most recently filed Form 10-K.
**John Banning,** Chief Executive Officer for the Company, is a Qualified Person ("**QP**") under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("**NI 43-101**"), and has approved the scientific and technical information in this MD&A.
**ABOUT LION COPPER'S BUSINESS AND OUTLOOK**
Lion Copper is a US-focused exploration and development company whose operations are primarily on advancing its flagship Yerington Copper Project in Lyon Country, Nevada, United States.
Effective January 1, 2023, the Company adopted U.S. GAAP and began reporting as a U.S. domestic issuer under SEC regulations after determining it no longer qualified as a foreign private issuer.
On March 18, 2022, the Company entered into an earn-in agreement with Rio Tinto America Inc. ("**Rio Tinto**"), which was subsequently assigned to Nuton LLC ("**Nuton**"), a Rio Tinto Venture, (the "**Earn-In****Agreement**"). The Agreement covers the Company's copper projects located in Mason Valley, Nevada (the "**Mining Assets**"), including the historical Yerington deposit, the MacArthur deposit, the Wassuk property, the Bear deposit, and associated water rights.
Under the Earn-In Agreement, Nuton may earn an initial 65% interest in the Mining Assets through staged funding commitments totaling $59,000, which includes completion of a feasibility study ("**FS**"). The staged funding commitments and completion milestones are summarized below:
Stage 1:$4,000 - completed in December 2022
Stage 2:$5,000 plus $2,500 Stage 3 advancement - completed in January 2024
Stage 2b:$11,500 Stage 3 advancement - completed in September 2024
Stage 2c:$5,000 Stage 3 advancement - completed in September 2025
>Stage 3:$31,000 committed to completion of the feasibility study
In September 2025, the Company completed and filed a pre-feasibility study ("**PFS**") for the Yerington Copper Project, prepared in accordance with NI 43- 101 standards. The PFS evaluated the technical and economic viability of developing the Yerington Copper Project using Nuton technology under certain operating assumptions.
Completion of the PFS supported Nuton's decision to advance to Stage 3 and fund the FS. Advancement of the project beyond the feasibility stage will depend on the results of the FS, prevailing copper price, permitting approvals, and future investment decisions.
|
Page 2 of 15 |
|
Upon completion of the FS, Nuton and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton holding not less than 65% interest in the investment vehicle.
The Company's near-term priorities include progressing the feasibility study, advancing permitting, and evaluating staged development options balancing capital requirements, technical considerations and market conditions.
The Company's outlook remains subject to risks and uncertainties, including copper price volatility, permitting timelines, project execution and access to capital.
**PERFORMANCE HIGHLIGHTS**
**Nuton Elects to Proceed to Feasibility Study ("FS") and Commit Up to $31 Million**
On November 24, 2025, the Company announced that Nuton elected to proceed to Stage 3 and to fund the definitive FS under the Option Agreement.
In January 2026, the Company received $30,500, net the $19,000 previously advanced, toward Stage 3 activities.
**Pre-Feasibility Study Completed**
The Company announced the results of the PFS on August 5, 2025 and published the related technical report on September 18, 2025. In February 2026, the Company filed an S-K 1300 compliant Technical Summary Report related to the PFS.
The PFS demonstrated a base case post-tax net present value (**NPV**) (7%) of $694,000 and an Internal Rate of Return ("**IRR**") of 14.6% with payback at 6.7 years based on a copper price of $4.30/lb. The study estimates average annual production of 120 million pounds of refined copper cathode over a 12-year mine life, with a peak of 151 million pounds in Years 5-7.
**Convertible Debenture Financing Closed**
On November 6, 2025, the Company completed a private placement of a 12-month convertible debenture for gross proceeds of $2,700. The debenture bears interest at 12% per annum and is convertible into common shares of the Company at $0.0965 per share. Interest may be settled in common shares at the prevailing market price upon repayment or conversion, at the Company's discretion.
The proceeds from the debenture were used to acquire the Hunewill property in Nevada and for general working capital purposes. A portion of the debenture is secured by the Hunewill property.
**Water Rights Reinstated**
On March 13, 2025, the Company announced the successful negotiation of a settlement agreement with the Nevada Division of Water Resources and the Nevada State Engineering (collectively, the "**State**") to reinstate 3,452.8 ac-ft of previously forfeited water rights essential for the development of the Yerington Copper project. As a result, the State has officially rescinded its notice of forfeiture, thus restoring all the Company's 6,014.5 ac-ft of water rights to good standing. This Settlement Agreement effectively terminates the legal proceedings initiated by the Company to defend its water rights.
|
Page 3 of 15 |
|
**MINERAL PROPERTIES**
All the Company's mineral properties are held under the Company's wholly owned subsidiary, Singatse Peak Services, LLC ("**SPS**").
The Yerington Copper Project, integrates the Yerington and MacArthur deposits, located in Nevada's Yerington Copper District. The PFS, prepared by Samuel Engineering Inc.* with input from independent qualified persons, evaluates the potential development of an integrated open-pit mining operation utilizing heap leach processing and solvent extraction and electrowinning processing ("**SX/EW**") facilities to produce refined copper cathode.
The PFS estimates initial capital of $724 million, including mine development, heap leach pads, SW/EW, an acid plant, and related infrastructure. Operating costs are estimated at $1.92 per pound and $2.67 per pound on an all-in-sustaining cost ("**AISC**") basis.
The economic results presented in the PFS are sensitive to copper prices and other key assumptions. Mineral resources included in the PFS are not mineral reserves and there is no certainty that the economic results presented in the PFS will be realized.
Following completion of the PFS, the Company is advancing the project toward a definitive FS, permitting and additional engineering work. These activities are being supported under the Earn-In Agreement with Nuton.
**Mineral Reserves**
The PFS includes the first Mineral Reserve estimate for the Project. The PFS is based on Mineral Reserves. The reserve estimate is based on pit designs using a copper price of $3.90/lb with cut-off grades ranging from 0.03 to 0.07% CuT for oxide material and 0.09% CuT for sulfide material.
|
Pit Area |
Proven |
Probable |
Total |
|
|
Ore Type |
Tons (kt) |
Grade(Cu%) |
CopperMlbs |
Tons (kt) |
Grade(Cu%) |
CopperMlbs |
Tons (kt) |
Grade(Cu%) |
CopperMlbs |
|
|
Yerington Pit/VLT |
|
|
Oxide |
34,295 |
0.22 |
148.3 |
73,681 |
0.13 |
193.1 |
107,976 |
0.16 |
341.5 |
|
|
Sulfide |
81,037 |
0.30 |
481.1 |
152,761 |
0.24 |
732.3 |
233,798 |
0.26 |
1,213.3 |
|
|
MacArthur Area |
|
|
Oxide |
110,224 |
0.19 |
411.7 |
54,553 |
0.16 |
173.5 |
164,777 |
0.18 |
585.2 |
|
|
Sulfide |
- |
- |
- |
- |
- |
|
|
|
|
|
|
Total Oxide |
144,519 |
0.19 |
560.0 |
128,234 |
0.14 |
366.7 |
272,753 |
0.17 |
926.7 |
|
|
Total Sulfide |
81,037 |
0.30 |
481.1 |
152,761 |
0.24 |
732.3 |
233,798 |
0.26 |
1,213.3 |
|
|
TotalReserve |
225,556 |
0.23 |
1,041.1 |
280,995 |
0.20 |
1,099.0 |
506,551 |
0.21 |
2,140.0 |
|
Note: This Mineral Reserve estimate has an effective date of May 31, 2025, and is based on the mineral resource estimates for Yerington and VLT dated March 17, 2025 by AGP Mining Consultants Inc. and MacArthur Area Pits dated March 17, 2025 by Independent Mining Consultants Inc. The Mineral Reserve estimate was completed under the supervision of Gordon Zurowski, P.Eng. of AGP, who is a Qualified Person as defined under NI 43-101. Mineral Reserves are stated within the final pit designs based on a $3.90/lb copper price.
|
Page 4 of 15 |
|
1.The copper cutoff grades used were:
Yerington Pit - 0.05% copper (oxide ROM), 0.09% copper (sulfide)
Vat Leach Tailings (VLT) Pit - 0.03% copper (oxide ROM)
MacArthur - 0.05% copper (oxide ROM)
Gallagher Pit - 0.07% copper (oxide ROM)
North Ridge Pit - 0.06% copper (oxide ROM)
2.Open pit mining costs varied by area and elevation with waste of $2.53/t, oxide material at $2.49/t and sulfide at $2.22/t. Incremental costs of $0.027/25ft bench were applied below the 4225 foot elevation for waste and oxide and 0.024/t for sulfide material below the 4225 foot elevation.
3.Processing costs were based on the use of an acid plant at site with crushing for sulfide material. The processing costs by pit area were:
Yerington Pit - $2.00/t ore (oxide ROM), $4.44/t (sulfide)
VLT Pit - $1.34/t ore (oxide ROM)
MacArthur - $1.67/t ore (oxide ROM)
Gallagher Pit - $2.14/t ore (oxide ROM)
North Ridge Pit - $1.73/t ore (oxide ROM)
G&A costs were $0.49/t ore.
4.Process copper recoveries varied by material and area and were as follows:
Yerington Pit - 70% (oxide ROM), 74% (sulfide)
VLT Pit - 75% (oxide ROM)
MacArthur - 55% (oxide ROM)
Gallagher Pit - 54% (oxide ROM)
North Ridge Pit - 55% (oxide ROM)
**Mineral Resources (Inclusive of Mineral Reserves)**
The resource estimate is based on pit designs using a net copper price of $4.22/lb with cut-off grades ranging from 0.03 to 0.07% CuT for oxide material and 0.08% CuT for sulfide material.
|
Pit Area |
Measured |
Indicated |
Measured + Indicated |
|
|
ResourceType |
Tons (kt) |
Grade(Cu%) |
CopperMlbs |
Tons(kt) |
Grade(Cu%) |
CopperMlbs |
Tons (kt) |
Grade(Cu%) |
CopperMlbs |
|
|
Yerington Pit/VLT |
|
|
Oxide |
37,531 |
0.21 |
157.6 |
96,556 |
0.13 |
257.9 |
134,087 |
0.16 |
417.0 |
|
|
Sulfide |
84,163 |
0.30 |
505.0 |
263,230 |
0.22 |
1,158.2 |
347,393 |
0.24 |
1,663.2 |
|
|
MacArthur Area |
|
|
Oxide |
163,333 |
0.18 |
577.8 |
155,086 |
0.15 |
471.6 |
318,419 |
0.17 |
1,049.4 |
|
|
Sulfide |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Total |
|
|
Oxide Total |
200,864 |
0.19 |
735.4 |
251,642 |
0.15 |
729.4 |
452,506 |
0.16 |
1,464.9 |
|
|
Sulfide Total |
84,163 |
0.30 |
505.0 |
263,230 |
0.22 |
1,158.2 |
347,393 |
0.24 |
1,663.2 |
|
|
Total |
285,027 |
0.22 |
1,240.4 |
514,872 |
0.18 |
1,887.6 |
799,899 |
0.20 |
3,129.0 |
|
|
Pit Area |
Inferred |
|
|
Resource Type |
Tons (kt) |
Grade (Cu %) |
Copper Mlbs |
|
|
Yerington Pit/VLT |
|
|
Oxide |
67,338 |
0.11 |
145.8 |
|
|
Sulfide |
67,576 |
0.17 |
229.8 |
|
|
Page 5 of 15 |
|
|
Pit Area |
Inferred |
|
|
Resource Type |
Tons (kt) |
Grade (Cu %) |
Copper Mlbs |
|
|
MacArthur Area |
|
|
Oxide |
23,169 |
0.15 |
67.9 |
|
|
Sulfide |
- |
- |
- |
|
|
Total |
|
|
Oxide Total |
90,507 |
0.12 |
213.6 |
|
|
Sulfide Total |
67,576 |
0.17 |
229.8 |
|
|
Total |
158,083 |
0.14 |
443.4 |
|
Notes:
1.Mineral Resources are reported in situ for Yerington and MacArthur and the effective date is March 17, 2025. The VLT Mineral Resources are not in situ and the effective date is March 17, 2025. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. There is no certainty that all or any part of the Mineral Resource estimate will be converted into Mineral Reserves. The Mineral Resource Estimate of Yerington and the VLT was performed by Mr. Tim Maunula, P. Geo of T. Maunula & Associates Consulting and the MacArthur Area Pits by Mr. Herb Welhener, MMSA-QPM, Vice President of Independent Mining Consultants Inc. Both responsible parties are both Qualified Persons under NI 43-101 standards. All figures are rounded to reflect the relative accuracy of the estimates and totals may not add correctly.
2.Mineral Resources of the Yerington pit area are reported within a conceptual pit shell that used the following input parameters: a variable break-even economic cut-off grade of 0.04 % TCu and 0.08% TCu, for oxide and sulfide material respectively, based on assumptions of a net copper price of US$4.22 per pound (after transportation and royalty charges), 70% recovery in oxide material, 74% recovery in sulfide material, base mining costs of $2.49/st for oxide and $2.22/st for sulfide, and processing plus G&A costs of $2.00/st for oxide and $4.44/st for sulfide.
3.Mineral Resources of the VLT are reported within a conceptual pit shell that used the following input parameters: a break-even cut-off grade of 0.03 % TCu based on assumptions of a net copper price of US$4.22 per pound (after smelting, refining, transportation and royalty charges) and 75% recovery in oxide material.
4.Mineral Resources of the MacArthur pit area are reported within a conceptual pit shell that used the following input parameters: a break-even cut-off grade of 0.05 % for the MacArthur pit, 0.07 % TCu for the Gallagher pit, and 0.06 % TCu for the North Ridge pit. Metal price of $4.22 per pound (after smelting, refining, transportation, and royalty charges); process costs between $1.67 and $2.14/st; and base mining costs for heap tonnage of $2.49/st and $2.53/st for waste,
5.Recovery of Total Copper in redox zones of leach cap, overburden, oxide and mixed: MacArthur domain 55%, North Ridge domain 53%, Gallagher domain 54%.
**Mining Methods**
Open pit mining offers the best approach for development of the deposits based on the size of the resource, tenor of the grade, grade distribution and proximity to topography for the deposits.
The PFS mine schedule totals 506.6 Mt of heap leach feed grading 0.21% copper over a processing life of14 years. Open pit waste tonnages from the various areas total 159.8 Mt and will be placed into waste storage areas adjacent to the open pits. The overall open pit strip ratio is 0.32:1 (waste: heap feed).
Three heap leach facilities will be used to provide copper solution to the processing (SX/EW) facilities. The sulfide HLF located near the Yerington pit will utilize the Nuton process for the leaching of sulfide feed from the Yerington pit. The Nuton facility will have a peak feed rate of 35 Mtpa through a crushing plant. The Yerington pit is the only supply of sulfide material for the PFS. The other process stream will employ conventional oxide copper leaching technology with ROM material. One oxide HLF will be located at Yerington for the Yerington oxide and VLT material while the other oxide HLF will be adjacent to the MacArthur pits.
|
Page 6 of 15 |
|
The current mine plan includes minimal pre-stripping as the bottom of the existing pit still contains material suitable for placement on a HLF with conventional leaching and use of the Nuton process for the sulfide materials.
The open pit mining starts in Year 1 and continues uninterrupted until early in Year 12.
**Project Economics**
Capital Costs
The capital cost estimate encompasses all direct and indirect expenditures, complete with appropriate contingencies for the various facilities required to commence production, as outlined in this study. It's important to note that all equipment and materials are assumed to be new, and the estimate does not incorporate allowances for potential scope changes, escalation, or fluctuations in exchange rates. The execution strategy is rooted in an engineering, procurement, and construction management (EPCM) implementation approach, with Lion CG overseeing construction management and the packaging of discipline-based construction contracts.
This capital cost estimate for the Project has been developed to align with the requirements of a PFS, encompassing the costs associated with designing, constructing, and commissioning the necessary facilities.
|
Yerington Copper Project Capital Cost Estimate |
|
|
Area |
Initial Capital(M$) |
SustainingCapital (M$) |
Total Capital(M$) |
|
|
Open Pit Mining |
22.8 |
40.7 |
63.5 |
|
|
Processing |
143.4 |
318.5 |
461.9 |
|
|
Infrastructure |
176.4 |
228.1 |
404.5 |
|
|
Acid Plant/CoGen |
130.2 |
114 |
244.2 |
|
|
Dewatering |
42.5 |
17.5 |
60 |
|
|
Indirects |
74.0 |
125.7 |
199.7 |
|
|
Contingency |
134.7 |
163.2 |
297.9 |
|
|
Total |
724.0 |
1007.7 |
1731.7 |
|
Operating Costs
|
Yerington Copper Project Operating Costs - Life of Mine |
|
|
Area |
Life of Mine($/t moved) |
Life of Mine ($/t process feed) |
Life of Mine($/lb copper payable) |
|
|
Open Pit Mining |
2.55 |
3.35 |
1.18 |
|
|
Processing |
1.42 |
1.87 |
0.66 |
|
|
G&A |
0.19 |
0.24 |
0.09 |
|
|
Total Operating Cost |
4.16 |
5.47 |
1.92 |
|
General data sources and assumptions used as the basis for estimating the process operating costs include:
- Average production rate of 34 Mtpa for the Nuton circuit
- Labor requirements as developed by AGP and Samuel Engineering
- Unit cost of electrical energy of $0.065/kWhr
- Unit cost of diesel fuel of $3.03/gal
|
Page 7 of 15 |
|
- Taxes are excluded from the G&A but are applied to the financial model
Financial Evaluation - Base Case @ $4.30/lb Copper
|
Yerington Copper Project Financial Evaluation |
|
|
Parameter |
Unit |
Pre-tax |
Post-tax |
|
|
Net Revenue |
$USM |
2,914 |
2,315 |
|
|
NPV (7%) (LOM) |
$USM |
$975 |
$694 |
|
|
IRR (LOM) |
% |
16.9% |
14.6% |
|
|
Payback |
Years |
6.4 |
6.7 |
|
|
Cash Costs1 |
$US/lb payable |
$1.92 |
|
|
AISC1 |
$US/lb payable |
$2.67 |
|
|
Copper - Payable |
Mlbs |
1,443 |
|
|
Mine Life |
Years |
12 |
|
|
Average Annual Production LOM |
Mlbs |
120 |
|
|
LOM Production |
tons |
721,352 |
|
**Water Rights**
Separate from the reinstatement of the Company's water rights, on May 20, 2025, the Company participated in a prehearing conference at the Nevada Division of Water Resources (NDWR) office in Carson City, Nevada in the matter of protested applications 93718-93721 and 93723-93725 to change points of diversion, places of use, and/or manner of use for existing water rights. The prehearing conference was held as part of the statutory process for resolving protested water rights applications.
On June 26, 2025, the Company received a Notice of Procedures and Disclosures from NDWR, which provided notice from the Stage Engineer that he intends to hold a hearing to consider the matter of protested Applications 93718 through 93725. The received Notice follows the statutory process for resolving protested water rights applications, it outlines the schedule for evidentiary exchange and the issues to be addressed by the parties.
**Bear Deposit**
Studies were conducted and are ongoing to evaluate the Mineral Resource estimate potential of the Bear Deposit.
**RESULTS OF OPERATIONS**
For the year ended December 31, 2025, the Company continued to advance the Yerington Copper Project while maintaining its corporate and administrative functions.
The Company reported net income for 2025, primarily driven by a non-cash gain of $26,381 recognized on the deconsolidation of Falcon Copper Corp. ("**FCC**") on December 31, 2025. This gain reflects the accounting impact of derecognizing FCC's net liabilities and recognizing the Company's retained interest at fair value. As a non-cash item, this gain is not indicative of the Company's underlying operating performance.
|
Page 8 of 15 |
|
Operating expenses for the year consisted primarily of general and administrative costs, including personnel, professional fees and share-based compensation, as well as exploration and evaluation expenditures related to the Yerington Copper Project.
As an exploration and development company with no operating revenues, the Company's financial results continue to be influenced by non-cash items, such as share-based compensation as well as financing and investing activities.
|
(in thousands of U.S. dollars except for share and pershare amounts) |
|
Year ended December 31, |
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration and evaluation |
|
4,032 |
|
|
8,243 |
|
|
|
General and administration |
|
10,066 |
|
|
5,014 |
|
|
|
Share-based compensation |
|
8,772 |
|
|
1,523 |
|
|
|
Impairment |
|
266 |
|
|
- |
|
|
|
Gain on deconsolidation of FCC |
|
(26,381 |
) |
|
- |
|
|
|
Nuton LLC Deposit |
|
(6,210 |
) |
|
(10,966 |
) |
|
|
Other expenses |
|
5,072 |
|
|
927 |
|
|
|
Net gain( loss) and comprehensive gain (loss) |
|
4,383 |
|
|
(4,741 |
) |
|
|
Loss and comprehensive loss attributable to: |
|
|
|
|
|
|
|
|
Lion Copper and Gold Corp. |
|
14,771 |
|
|
(3,934 |
) |
|
|
Non-controlling interest |
|
(10,388 |
) |
|
(807 |
) |
|
|
|
|
|
|
|
|
|
|
|
Earning (loss) per share, diluted |
$ |
0.04 |
|
$ |
(0.01 |
) |
|
|
Earning (loss) per share, basic |
$ |
0.03 |
|
$ |
(0.01 |
) |
|
|
Weighted average number of common shares outstanding |
|
411,971,205 |
|
|
375,049,165 |
|
|
**Deconsolidation of Falcon Copper Corp.**
The Company's reported results for the year ended December 31, 2025, include the consolidation of Falcon Copper Corp. up to December 31, 2025. As a result, certain amounts in the consolidated financial statements reflect FCC's standalone activities and are not indicative of the Company's ongoing cost structure following deconsolidation.
A summary of FCC's impact is as follows:
|
Reported operating expenses |
$ |
16,660 |
|
|
|
Operating expenses - Falcon Copper Corp. |
|
|
|
|
|
Exploration and evaluation |
|
1,227 |
|
|
|
General and administrative |
|
6,242 |
|
|
|
Share-based compensation |
|
6,797 |
|
|
|
|
|
14,266 |
|
|
|
Nuton LLC deposit |
|
(6,210 |
) |
|
|
Lion Copper Standalone operating expenses |
$ |
8,604 |
|
|
The increase in operating expenses and share-based compensation in 2025 was primarily attributable to FCC's activities, including the establishment of its independent management team and related equity incentive arrangements.
|
Page 9 of 15 |
|
Following the deconsolidation of FCC on December 31, 2025, these costs will no longer be included in the Company's results, and future periods are expected to more closely reflect the Company's standalone operations.
Upon deconsolidation, the Company derecognized FCC's assets, liabilities and non-controlling interests, and recognized its retained investment in FCC at fair value. FCC's results of operations are included in the Company's consolidated financial statements for the year ended December 31, 2025 up to the date of deconsolidation. The Company recognized a non-cash gain of $26,381 in connection with the deconsolidation.
The deconsolidation does not materially impact the comparability of the Company's operating results for 2025 and 2024, as FCC was deconsolidated at year end. However, it significantly impacts the presentation of the Company's financial position as at December 31, 2025 and will affect the composition of future results, as FCC will no longer be consolidated and will instead be accounted for under the equity method.
**Exploration and Evaluation**
Exploration and evaluation activities include technical studies, property maintenance, environmental work, and drill programs. During 2025, the Company focused on completing the PFS for the Yerington Copper Project, resulting in much lower drilling-related expenditures compared to 2024.
Exploration and evaluation expenditures incurred in 2025 and 2024 are summarized below:
|
|
|
Year ended December 31, 2025 |
|
|
Year ended December 31, 2024 |
|
|
|
|
|
SPS |
|
|
FCC |
|
|
Total |
|
|
SPS |
|
|
FCC |
|
|
Total |
|
|
|
Property Maintenance |
$ |
361 |
|
$ |
764 |
|
$ |
1,125 |
|
$ |
369 |
|
$ |
352 |
|
$ |
721 |
|
|
|
Assay & Labs |
|
54 |
|
|
- |
|
|
54 |
|
|
441 |
|
|
1 |
|
|
442 |
|
|
|
Drilling |
|
119 |
|
|
- |
|
|
119 |
|
|
3,672 |
|
|
- |
|
|
3,672 |
|
|
|
Environmental |
|
365 |
|
|
- |
|
|
365 |
|
|
680 |
|
|
- |
|
|
680 |
|
|
|
Geological |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
3 |
|
|
3 |
|
|
|
Geophysical |
|
- |
|
|
300 |
|
|
300 |
|
|
45 |
|
|
35 |
|
|
80 |
|
|
|
Technical Study |
|
1,889 |
|
|
- |
|
|
1,889 |
|
|
2,569 |
|
|
- |
|
|
2,569 |
|
|
|
Field Support |
|
17 |
|
|
163 |
|
|
180 |
|
|
21 |
|
|
55 |
|
|
76 |
|
|
|
|
$ |
2,805 |
|
$ |
1,227 |
|
$ |
4,032 |
|
$ |
7,797 |
|
$ |
446 |
|
$ |
8,243 |
|
|
|
Funded by Nuton LLC |
|
(2,805 |
) |
|
- |
|
|
(2,805 |
) |
|
(7,797 |
) |
|
- |
|
|
(7,797 |
) |
|
**General and Administrative**
The $5,052 increase in general administrative expenses in 2025 was primarily due to higher personnel and professional fees of FCC with its corporate development and structuring initiatives. Excluding FCC, the Company's standalone general and administrative expenses remained stable compared to prior year.
|
Page 10 of 15 |
|
|
|
|
Year ended December 31, |
|
|
|
|
LCG |
|
|
QTA |
|
|
FCC |
|
|
2025 |
|
|
LCG |
|
|
QTA |
|
|
FCC |
|
|
2024 |
|
|
|
Professional fees |
$ |
472 |
|
$ |
1,114 |
|
|
3,487 |
|
$ |
5,073 |
|
$ |
616 |
|
$ |
1,065 |
|
$ |
414 |
|
$ |
2,095 |
|
|
|
Salaries, bonuses and benefits |
|
388 |
|
|
1,256 |
|
|
2,043 |
|
|
3,687 |
|
|
201 |
|
|
1,093 |
|
|
497 |
|
|
1,791 |
|
|
|
Office expenses |
|
62 |
|
|
200 |
|
|
461 |
|
|
723 |
|
|
288 |
|
|
153 |
|
|
261 |
|
|
702 |
|
|
|
Travel |
|
9 |
|
|
76 |
|
|
249 |
|
|
334 |
|
|
- |
|
|
105 |
|
|
76 |
|
|
181 |
|
|
|
Investor relations |
|
152 |
|
|
- |
|
|
- |
|
|
152 |
|
|
123 |
|
|
- |
|
|
- |
|
|
123 |
|
|
|
Transfer agent and regulatory |
|
81 |
|
|
14 |
|
|
2 |
|
|
97 |
|
|
116 |
|
|
6 |
|
|
- |
|
|
122 |
|
|
|
|
$ |
1,164 |
|
$ |
2,660 |
|
$ |
6,242 |
|
$ |
10,066 |
|
$ |
1,344 |
|
$ |
2,422 |
|
$ |
1,248 |
|
$ |
5,014 |
|
|
|
Nuton LLC funded |
|
(1,100 |
) |
|
(2,305 |
) |
|
- |
|
|
(3,405 |
) |
|
(1,014 |
) |
|
(2,155 |
) |
|
- |
|
|
(3,169 |
) |
|
**Share-based Compensation**
Share-based Compensation for the year was $8,772 compared to $1,523 in 2024.
|
|
|
Year ended December 31, |
|
|
|
|
|
LCG |
|
|
FCC |
|
|
2025 |
|
|
LCG |
|
|
FCC |
|
|
2024 |
|
|
|
Share-based compensation |
$ |
1,975 |
|
$ |
6,797 |
|
$ |
8,772 |
|
$ |
1,523 |
|
$ |
- |
|
$ |
1,523 |
|
|
The increase was primarily attributable to $6,797 of share-based compensation recognized by FCC, related to option awards granted under FCC's own equity incentive arrangements to its management and employees. These awards are separate from the Company's stock option plan and reflect FCC's establishment of an independent management team in the third quarter of 2025.
Excluding FCC, the Company's share-based compensation remained consistent with the prior year, reflecting routine grants under the Company's stock option plan.
**Fourth Quarter**
During the three months ended December 31, 2025, the Company:
- Closed a convertible debenture for $2,700. The debenture bears interest at 12% per annum and is convertible into common shares of the Company at $0.0965 per share. Interest may be settled in common shares at the prevailing market price upon repayment or conversion, at the Company's discretion.
- Purchased the Hunewill property located in Lyon County, Nevada for $1,312.
- Reassessed the control in FCC and determined deconsolidation effective December 31, 2025.
- In December 2025, Falcon Copper completed a $26.3 million private placement financing to support its exploration initiatives in the Western United States.
|
Page 11 of 15 |
|
**Summary of quarterly results**
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4'25 |
|
|
Q3'25 |
|
|
Q2'25 |
|
|
Q1'25 |
|
|
Q4'24 |
|
|
Q3'24 |
|
|
Q2'24 |
|
|
Q1'24 |
|
|
|
General administration |
|
(8,306 |
) |
|
(6,470 |
) |
|
(1,570 |
) |
|
(2,492 |
) |
|
(1,856 |
) |
|
(1,502 |
) |
|
(1,358 |
) |
|
(1,821 |
) |
|
|
Fair value (loss) gain on derivative liabilities |
|
(1,851 |
) |
|
261 |
|
|
(1,008 |
) |
|
(774 |
) |
|
39 |
|
|
439 |
|
|
(427 |
) |
|
680 |
|
|
|
Foreign exchange gain (loss) |
|
(2 |
) |
|
(21 |
) |
|
19 |
|
|
(30 |
) |
|
(28 |
) |
|
(4 |
) |
|
(7 |
) |
|
(1 |
) |
|
|
Interest and other |
|
(1,254 |
) |
|
(530 |
) |
|
(76 |
) |
|
(72 |
) |
|
387 |
|
|
(41 |
) |
|
(95 |
) |
|
(119 |
) |
|
|
Gain on deconsolidation |
|
26,381 |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
|
Loss on convertible debentures |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(1,750 |
) |
|
|
Exploration expenditures |
|
(849 |
) |
|
(1,033 |
) |
|
(987 |
) |
|
(1,163 |
) |
|
(1,603 |
) |
|
(1,591 |
) |
|
(2,389 |
) |
|
(2,660 |
) |
|
|
Nuton LLC deposit |
|
583 |
|
|
1,474 |
|
|
1,940 |
|
|
2,213 |
|
|
2,310 |
|
|
2,336 |
|
|
3,102 |
|
|
3,218 |
|
|
|
Net loss |
|
14,702 |
|
|
(6,319 |
) |
|
(1,682 |
) |
|
(2,318 |
) |
|
(751 |
) |
|
(363 |
) |
|
(1,174 |
) |
|
(2,453 |
) |
|
|
Basic income/(loss) per share |
|
0.05 |
|
|
(0.01 |
) |
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
- |
|
|
(0.01 |
) |
|
The Company's results have been driven by its general corporate and exploration activities. Other income and expenses fluctuate due to changes in the fair value of the Company's convertible notes and investment in associate.
**LIQUIDITY AND CAPITAL RESOURCES**
The Company's primary sources of liquidity are funding received under the Earn-In Agreement with Nuton and proceeds from equity or debt financing. The Company does not currently generate operating revenues and continues to rely on external financing to fund corporate overhead and working capital requirements. In addition, future development beyond the feasibility study stage will require additional funding. There can be no assurance that additional funding will be available on acceptable terms, or at all.
In January 2026, the Company received $30,500 from Nuton in connection with Stage 3 funding. As of March 25, 2026, cumulative funding received from Nuton totals **$58,500**.
Nuton funding is intended to support costs associated with the Yerington Copper Project, including technical studies, engineering, permitting and certain allocable project overhead expenses. While a portion of general and administrative costs is covered by this funding, the Company remains responsible for the balance of its corporate general and administrative expenses.
On November 6, 2025, the Company completed a private placement of a 12-month convertible debenture for gross proceeds of $2,700.
In November 2025, the Company acquired the Hunewill property, located adjacent to the Yerington Copper project, for total consideration of $1,312, including transaction costs. A portion of the debenture is secured by the Hunewill property.
During 2025, the Company repaid $6 in convertible debentures and received $127 from the exercise of stock options. In January 2026, the Company also received $567 cash dividend from Falcon Butte.
Cash on hand is approximately **$32,168,** as of **March 31, 2026.**
The following table summarizes the Company's cash flows for the years ended December 31, 2025, and 2024:
|
Page 12 of 15 |
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Cash provided (used) by operating activities |
$ |
(13,166 |
) |
$ |
3,942 |
|
|
|
Cash used in investing activities |
|
(28,719 |
) |
|
(210 |
) |
|
|
Cash provided by financing activities |
|
36,250 |
|
|
1,957 |
|
|
|
Increase in cash and cash equivalents |
|
(5,635 |
) |
|
5,689 |
|
|
|
Cash and cash equivalents, beginning of year |
|
7,999 |
|
|
2,310 |
|
|
|
Cash and cash equivalents, end of year |
$ |
2,364 |
|
$ |
7,999 |
|
|
Cash flows for the year ended December 31, 2025 include the impact of FCC's operating, investing and financing activities prior to deconsolidation and are therefore not directly comparable to future periods.
Management believes that cash, including the Stage 3 funding for project expenditure, is sufficient to support planned FS activities. The Company may require additional financing to repay its outstanding debentures due in November 2026 and to advance corporate initiatives.
|
(in thousands) |
|
December 31, 2025 |
|
|
December 31, 2024 |
|
|
|
Financial Position |
|
|
|
|
|
|
|
|
Cash |
$ |
2,364 |
|
$ |
7,999 |
|
|
|
Investments |
|
18,548 |
|
|
1,102 |
|
|
|
Mineral properties |
|
7,986 |
|
|
7,902 |
|
|
|
Other assets |
|
570 |
|
|
137 |
|
|
|
Total assets |
$ |
29,468 |
|
$ |
17,140 |
|
|
|
Total Liabilities |
$ |
6,082 |
|
$ |
7,741 |
|
|
|
Total equity |
$ |
23,386 |
|
$ |
9,399 |
|
|
|
Working capital (deficiency) |
$ |
(3,157 |
) |
$ |
346 |
|
|
**TRANSACTIONS WITH RELATED PARTIES**
The Company's related parties include its directors and officers whose remuneration was as follows, subject to change of control provisions for officers:
|
|
|
Years ended December 31 |
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Salaries and bonuses |
$ |
2,278 |
|
$ |
553 |
|
|
|
Directors' fees |
|
90 |
|
|
- |
|
|
|
Share-based compensation |
|
6,402 |
|
|
850 |
|
|
|
|
$ |
8,770 |
|
$ |
1,403 |
|
|
Certain officers are entitled to payment upon a change of control in accordance with their employment agreements. Share-based compensation represents the fair value of stock options granted to directors and officers during the year.
In 2025, members of the Board were granted stock options of FCC with a fair value of $2,103. One of the Company's Co-Chairmans, who also serves as a Chairman of FCC, received a cash bonus of $500 from FCC.
During the year ended December 31, 2025, an immediate family member of an executive officer was employed by the Company as a temporary employee and received salary. In addition, a firm affiliated with this individual provided services to the Company and related parties. Total compensation and service fees for the year were $120.
|
Page 13 of 15 |
|
In connection with the Falcon Butte acquisition, Falcon Butte declared and paid dividends directly to its shareholders, including two directors of the Company. The Company did not fund these payments and the amounts received by the two directors were not material.
The Chief Executive Officer and Chief Financial Officer of FCC received salaries of $199 and $49, respectively, and were granted FCC stock options with fair values of $1,505 and $19, respectively. The Chief Executive Officer also received a bonus of $500. These amounts are included in the table above.
During 2025 and 2024, certain directors and officers participated in financing transactions with the Company.
During 2025, $Nil interest was accrued and remained unpaid related to convertible debentures held by directors and officers (2024 - $160 accrued and paid). The debentures bear interest at 12% per annum (2024 - 20%) and mature on November 8, 2026 (2024 - February 16, 2025).
**OUTSTANDING SHARE INFORMATION**
As of the date of this MD&A, the Company has:
- 421,997,186 common shares;
- 76,090,965 stock options, exercisable at prices ranging from CAD 0.07 to CAD 0.245, with expiration dates between June 18, 2026 and September 8, 2030; and
- 7,500,000 performance options, exercisable at $0.08, with an expiration date of April 5, 2030; and
- 119,205,501 warrants exercisable ranging from approximately $0.056 - $0.0965 expiring from March 8, 2029 through November 6, 2030.
**SIGNIFICANT ACCOUNTING POLICIES**
The consolidated financial statements for the year ended December 31, 2025 have been prepared in accordance with U.S. GAAP.
See Note 2 to the consolidated financial statements for significant accounting policies used in the preparation of the consolidated financial statements.
**CRITICAL ACCOUNTING ESTIMATES & JUDGMENTS**
The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the application of policies, reported amounts and disclosures. By their nature, these estimates and judgments are subject to uncertainty and the effect on these consolidated financial statements of changes in such estimates in future periods could be significant. Actual results could differ from those estimates.
See Note 2 for critical accounting judgements and estimates disclosed in the audited consolidated financial statements for the year ended December 31, 2025.
The Company, through its investment in FCC, recognized warrants issued in connection with an acquisition that were valued using a Monte Carlo simulation model. The valuation constitutes a significant accounting estimate due to the complexity of the instruments and the use of unobservable level 3 inputs within the fair value hierarchy.
The Monte Carlo model incorporates the contractual terms of the warrants, including a valuation cap, discounts to future financing prices, and market-based pricing mechanisms that determine the exercise price. The model simulates a range of potential future equity values for FCC and estimates the expected payoff of the warrants on a probability-weighted basis.
ignificant assumptions used in the valuation include expected volatility of 100%, a risk-free interest rate of 3.7%, a valuation cap of $250,000, and a 50% probability of achieving specified qualifying events or milestones. The fair value measurement is particularly sensitive to changes in the probability of achieving qualifying events and the valuation cap. Possible changes in these assumptions could result in a material change in the estimated fair value of the warrants.
As FCC is a private entity with no observable market inputs, management engaged an independent valuation specialist to assist in the determination of fair value; however, these estimates remain inherently uncertain and subject to significant judgments. Actual results may differ materially from the estimates, which could have a material impact on the Companys financial statements.
|
Page 14 of 15 |
|
**OFF - BALANCE SHEET ARRANGEMENTS**
The Company does not have any off-balance sheet arrangements as of this MD&A date.
**PROPOSED TRANSACTIONS**
The Company is exploring potential strategic initiatives to support growth and operations. These initiatives are at an early stage, and no decisions have been made.
**FORWARD-LOOKING STATEMENTS**
This MD&A contains forward-looking statements within the meaning of applicable United States and Canadian securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by words such as "believe", "anticipate", "expect", "estimate", "may", "plan", "potential", "will", "should" or similar expressions.
These forward-looking statements include, but are not limited to, statements regarding the economic projections, development potential, and anticipated outcomes described in our 2025 pre-feasibility study for the Yerington Copper Project, as well as statements regarding our future operations, objectives, expectations, and financial performance. These statements reflect management's current expectations, estimates, assumptions, and beliefs as of the date of this MD&A regarding future events and results.
Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, among others, uncertainties related to mineral resource and mineral reserve estimates; assumptions underlying our pre-feasibility study; the availability of financing; reliance on third-party partners; permitting and regulatory approvals; environmental, technical and operational risks; and general economic and market conditions. For a more detailed discussion of these risks, see *Item 1A - Risk Factors*in our most recent Annual Report on Form 10-K.
Forward-looking statements concerning mineral resources, mineral reserves, and project economics are based on technical reports prepared in accordance with applicable disclosure standards. Such technical information is inherently uncertain and subject to significant assumptions regarding geological interpretation, engineering and metallurgical performance, capital and operating costs, copper prices, and other factors, many of which are beyond our control and difficult to predict accurately.
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, future events, or otherwise.
|
Page 15 of 15 |
|