LION COPPER & GOLD CORP.
For the period ended Jun 30, 2025. Filed Aug 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 14, 2025
LCU$4.20-4.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001062993-25-009518
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001062993-25-014353
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 90 previous paragraphs and 91 current paragraphs.
56 unchanged; 23 reworded; 12 added; 11 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
For the three and six months ended June 30, 2025
Current report
During the second quarter ended June 30, 2022, the Company determined that it no longer met the definition of a foreign private issuer under U.S. securities laws because more than 50% of its outstanding voting common shares being held, directly or indirectly, by U.S. residents, most of its directors being U.S. citizens, and its primary operations are in the United States. Consequently, the Company adopted U.S. GAAP accounting policies and the SEC reporting system effective January 1, 2023.
Current report
Completion of Pre-Feasibility Study for Yerington Copper Project
Current report
On August 5, 2025, the Company announced the results of a PFS on its 100% owned Yerington Copper Project. The PFS demonstrated a post-tax NPV (7%) of $694 million and an IRR of 14.6% 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.
Current report
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.
Current report
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.
Current report
Bear Deposit
Current report
Studies were conducted and are ongoing to evaluate the Mineral Resource estimate potential of the Bear Deposit.
Current report
On July 24, 2025, FCC issued $4,065 in convertible debentures at a 10% discount. The debentures are convertible into common shares of FCC and mature nine months from the issue date. Each debenture holder received bonus preferred shares equal to 20% of the debenture’s face value.
Current report
411,891,862 common shares
Current report
69,504,650 stock options exercisable at prices ranging from CAD 0.072 to CAD 0.245, with expiration dates between August 18, 2025 and April 4, 2030
Current report
94,780,289 warrants exercisable at approximately $0.06 expirying from March 8, 2029 through November 8, 2029
Removed paragraphs (11)
Previous report
For the three months ended March 31, 2025
Previous report
As of March 31, 2025, the Company received a total of $28,000 from Nuton LLC and is on track to complete stage 2c by June 30, 2025.
Previous report
Nuton LLC Agreement
Previous report
On March 12, 2024, the Company announced the commencement of the Stage 2b Program of Work to advance the Yerington Copper Project through completion of a PFS by September 2024 and progress exploration initiatives on the Bear Deposit. Stage 2b was subsequently extended into Stage 2c on November 15, 2024 to investigate identified opportunities and complete trade-off studies with a delivery date of the PFS to June 2025.
Previous report
Permitting and Environmental
Previous report
No additional permitting occurred during the period. Permit compliance activities were completed to ensure compliance with existing permits.
Previous report
On March 11, 2025, the Company reached a settlement agreement with the State, which rescinded the forfeiture decisions and reinstated all previously forfeited water rights. The Company received confirmation of this on March 13, 2025, and the court hearing was cancelled.
Previous report
With the forfeiture recission complete, the Company now has 6,014.5 ac-ft of primary groundwater rights for use in ongoing exploration and future mining and milling operations.
Previous report
411,011,264 common shares
Previous report
71,235,248 stock options
Previous report
94,780,289 warrants
Reworded paragraphs (23)
Previous wording
This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), datedMay 15, 2025, should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2025 and the audited consolidated financial statements for the year ended December 31, 2024, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
Current wording
This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its subsidiaries (collectively, "Lion Copper" or the "Company"), datedAugust 14, 2025, should be read in conjunction with the condensed interim consolidated financial statements for the three and six months ended June 30, 2025 and the audited consolidated financial statements for the year ended December 31, 2024, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
Previous wording
John Banning, Chief Executive Officer for the Company, is a Qualified Person 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.
Current wording
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.
Previous wording
Lion Copper was incorporated in British Columbia, Canada on May 11, 1993, under the name of Acquaterre Mineral Development Ltd. On November 13, 1997, the Company changed its name to Quaterra Resource Inc*.* and further to Lion Copper and Gold Inc. on November 22, 2021. On September 19, 2024, the Company's common shares were voluntarily delisted on the TSX Venture Exchange ("TSXV") and were subsequently listed on the Canadian Securities Exchange ("CSE") under the symbol "LEO "and continues to be quoted for trading on the OTCQB Market under the symbol "LCGMF".
Current wording
Lion Copper was incorporated in British Columbia, Canada, on May 11, 1993, and its common shares are listed on the Canadian Securities Exchange ("CSE") under the symbol "LEO "and quoted for trading on the OTCQB Market under the symbol "LCGMF".
Previous wording
On March 18, 2022, the Company entered an option to earn-in agreement with Rio Tinto America Inc. ("Rio Tinto"), subsequently assigned to Nuton LLC, a Rio Tinto Venture, (the "Nuton Agreement"), to advance studies and exploration at the Company's copper projects in Mason Valley, Nevada. The Nuton Agreement outlines 3-stage investments amounting to $50,000 in aggregate and provides Nuton LLC with an exclusive option to earn a 65% interest in the projects, comprising 34,494 acres of land, including the historical Yerington mine, the historic MacArthur project, the Wassuk property, the Bear deposit, and associated water rights (the "Mining Assets").
Current wording
On March 18, 2022, the Company entered an option to earn-in agreement with Rio Tinto America Inc. ("Rio Tinto"), subsequently assigned to Nuton LLC, a Rio Tinto Venture, (the "Nuton Agreement"), to advance studies and exploration at the Company's copper projects in Mason Valley, Nevada. The Nuton Agreement outlines 3-stage investments, including a fully funded feasibility study, to earn a 65% interest in the projects, comprising 34,494 acres of land, including the historical Yerington mine, the historic MacArthur project, the Wassuk property, the Bear deposit, and associated water rights (the "Mining Assets").
Previous wording
In October 2023 and November 2024, Stage 2 was modified into Stage 2b and Stage 2c, with the respective terms extended to September 30, 2024 and June 30, 2025. Stage 2c includes advanced studies at Yerington, and completion of a Prefeasibility Study (the "PFS") incorporating Nuton™ technologies.
Current wording
In October 2023 and November 2024, Stage 2 was modified into Stage 2b and Stage 2c, with the respective terms extended to September 30, 2024 and June 30, 2025. Stage 2c includes advanced studies at Yerington and completion of a Pre-Feasibility Study (the "PFS") incorporating Nuton™ technologies.
Previous wording
Up to March 31, 2025, the Company incurred cumulative expenditures of $23,649, consisting of $16,711 for exploration & evaluation, $6,221 for exploration- related overhead, and $717 for capital items under the Nuton Agreement.
Current wording
As of June 30, 2025, the Company had received a total of $28,000 funding from Nuton LLC, of which $19,000 was advanced from Stage 3. The Company incurred cumulative expenditures of $25,639, consisting of $17,674 for exploration & evaluation, $7,198 for exploration-related overhead, and $767 for capital items under the Nuton Agreement.
Previous wording
Within 60 days of the completion of Stage 2c, Nuton LLC shall provide written notice to the Company whether it elects to exercise the option and fund a comprehensive feasibility study (the "FS") in an aggregate amount (inclusive of the Stage 3 advance funding) not to exceed $50,000. Upon completion of the FS, Nuton LLC and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton LLC holding not less than 65% interest in the investment vehicle.
Current wording
Under the Nuton Agreement, within 60 days of the completion of Stage 2c, Nuton LLC shall provide written notice to the Company whether it elects to advance to Stage 3 and fund a comprehensive Feasibility Study (the "FS") not to exceed $50,000, including $19,000 advanced from Stage 3. The Company issued a press release on August 5, 2025, announcing the results of the PFS for its Yerington Copper Project and expects to publish the PFS technical report by September 18, 2025. Upon completion of the FS, Nuton LLC and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Nuton LLC holding not less than 65% interest in the investment vehicle.
Previous wording
During the year ending December 31, 2024 and three months ended March 31, 2025, PFS progressive work included geotechnical drilling and studies, metallurgical testing, and engineering studies.
Current wording
During the year ending December 31, 2024 and six months ended June 30, 2025, PFS progressive work for the Yerington Copper Project included geotechnical drilling and studies, metallurgical testing, and engineering studies along with the development of mine operating permitting strategies.
Previous wording
Fourteen hollow stem auger drill holes were completed January 2025 on the legacy sulfide tailings facility. These drill holes collected samples which have been utilized for laboratory testing to evaluate and optimize infrastructure siting locations for the PFS.
Current wording
Fourteen hollow stem auger drill holes were completed in January 2025 on the legacy sulfide tailings facility. These drill holes collected samples, which have been utilized for laboratory testing to evaluate and optimize infrastructure locations for the PFS.
Previous wording
Metallurgical column leach testing of MacArthur and Yerington transition and oxide material, which started September 2024, was completed January 2025. Column leach testing and hydrodynamic leach characterization of sulfides is ongoing by Nuton™. Results from the metallurgical programs will be utilized for the PFS.
Current wording
Metallurgical column leach testing of MacArthur and Yerington transition and oxide material, which started in September 2024, was completed in January 2025. Column leach testing of sulfides is ongoing by Nuton™. Results from the metallurgical programs were utilized for the PFS.
Previous wording
During the three months ended March 31, 2025, the Company incurred lower expenses of $2,569, excluding non-cash items, compared to $3,821 during the three months ended March 31, 2024. Of these expenses $2,213 and $3,218 were covered by Nuton LLC funding resulting in net expenses of $356 and $603 in 2025 and 2024, respectively. These net expenses were equally attributed to corporate expenses and Falcon Copper-related expenditures that were not covered by Nuton LLC.
Current wording
During the three and six months ended June 30, 2025, excluding non-cash items, the Company incurred $2,386 and $4,955 expenses, compared to $3,746 and $7,567 during the same period in 2024. Approximately 83% of these expenses were covered by Nuton LLC, with the net expenses being equally attributed to corporate and Falcon Copper-related project expenditure that were not covered by Nuton LLC.
Previous wording
Exploration and evaluation ("E&E") activities include drilling, technical study, property maintenance, environmental, geological mapping and geophysical survey. During the three months ended March 31, 2025, the Company incurred $1,163 in E&E expenses compared to $2,660 during the three months ended March 31, 2024. The $1,497 decrease reflects key milestones achieved in project development in 2024.
Current wording
Exploration and evaluation ("E&E") activities include drilling, technical study, property maintenance, environmental, geological mapping and geophysical survey. The Company focused on completing its PFS during the 2025 period, resulting in significantly lower drilling and field work-related expenses compared to 2024.
Previous wording
During the three months ended March 31, 2025, the Company recognized $1,086 in share-based payments compared to $660 in the prior period. The increase is due to the 10,900,000 options that were granted in the current period in FCC coupled with the vesting of options previously granted in LCG. This compares to the grant of 14,295,000 options in the prior period.
Current wording
During the three and six months ended June 30, 2025, the Company recognized $171 and $1,257 in share-based payments, respectively, compared to $Nil and $660 in the prior periods. The increase is due to the 12,180,000 options that were granted in the current period in FCC coupled with the vesting of options previously granted in LCG. This compares to the grant of 14,295,000 options in the prior period.
Previous wording
The Company's results are also impacted by non-recurring events such as the $1,750 loss in convertible debentures in 2024 and $602 property impairment in 2023.
Current wording
The Company's results are also impacted by non-recurring events such as the $1,750 loss in convertible debentures in 2024.
Previous wording
During the three months ended March 31, 2025, the Company utilized the $16,500 previously received from Nuton LLC, to cover approximately 86% (2024 - 84%) of the expenses, excluding non-cash items. Cash on hand is approximately $4,000 as of May 15, 2025.
Current wording
During the six months ended June 30, 2025, the Company utilized the $16,500 previously received from Nuton LLC, to cover approximately 84% (2024 - 84%) of the expenses, excluding non-cash items. Cash on hand is approximately $7,800, including $3,800 from FCC, as of August 14, 2025.
Previous wording
The following table summarizes the Company's cash flows for the three months ended March 31, 2025, and 2024:
Current wording
The following table summarizes the Company's cash flows for the six months ended June 30, 2025, and 2024:
Previous wording
During the three months ended March 31, 2025, the Company repaid $6 in convertible debentures. The Company also received $482 pursuant to the issuance of 4,150,000 shares of FCC. FCC also issued 12-month convertible debentures totaling $220.
Current wording
During the six months ended June 30, 2025, the Company repaid $6 in convertible debentures and received $44 in proceeds relating to the exercise of stock options. The Company also received $482 pursuant to the issuance of 4,150,000 shares of FCC. FCC also issued 12-month convertible debentures totaling $416.
Previous wording
The Company has no operating revenues and therefore must utilize its cashflows from financing transactions to maintain its capacity to meet ongoing operating activities. Should Nuton LLC decide not to proceed with Stage 3, the Company will need to secure additional financing to maintain its mineral property interests, advance its copper projects and fulfill its obligations as they come due. While the Company has successfully raised funds in the past, there is no assurance it will be able to do so in the future. This represents a material uncertainty that may cast significant doubt about the Company's ability to continue as a going concern, as outlined in Note 1 of the March 31, 2025 condensed interim consolidated financial statements.
Current wording
The Company has no operating revenues and therefore must utilize its cashflows from financing transactions to maintain its capacity to meet ongoing operating activities. Should Nuton LLC decide not to proceed with Stage 3, the Company will need to secure additional financing to maintain its mineral property interests, advance its copper projects and fulfill its obligations as they come due. While the Company has successfully raised funds in the past, there is no assurance it will be able to do so in the future. This represents material uncertainty that may cast substantial doubt about the Company's ability to continue as a going concern, as outlined in Note 1 of the June 30, 2025 condensed interim consolidated financial statements.
Previous wording
(1) Charles Travis Naugle, former CEO, Director - $36 (2024 - $63); Stephen Goodman, former CFO, Director - $Nil (2024 - $50); Steven Dischler, CEO - $50 (2024 - $Nil); Lei Wang, CFO - $23 (2024 - $Nil); John Banning, COO - $62 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $44 (2024 - $Nil)
Current wording
(1) Charles Travis Naugle, former CEO, Director - $72 (2024 - $104); Stephen Goodman, former CFO, Director - $Nil (2024 - $83); Steven Dischler, former CEO - $82 (2024 - $17); Lei Wang, CFO - $45 (2024 - $8); John Banning, CEO, former COO - $118 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $88 (2024 - $Nil)
Previous wording
(2) Charles Travis Naugle, former CEO, Director - $476 (2024 - $Nil); Stephen Goodman, former CFO Director - $Nil (2024 - $66); Tony Alford, Director - $48 (2024 - $215), Thomas Patton, Director - $48 (2024 - $Nil), Thomas Pressello, Director - $Nil (2024 - $Nil); Steven Dischler, CEO - $19 (2024 - $Nil); John Banning, COO - $16 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $13 (2024 - $Nil); Lukas Naugle, brother of a director - $38 (2024 - $Nil)
Current wording
(2) Charles Travis Naugle, former CEO, Director - $471 (2024 - $Nil); Stephen Goodman, former CFO Director - $Nil (2024 - $66); Tony Alford, Director - $47 (2024 - $215), Thomas Patton, Director - $47 (2024 - $Nil); Steven Dischler, former CEO - $44 (2024 - $Nil); John Banning, CEO, former COO - $43 (2024 - $Nil); Doug Stiles, VP of Sustainability and Environment - $29 (2024 - $Nil); Lukas Naugle, brother of a director - $38 (2024 - $Nil)
Previous wording
(3) Charles Travis Naugle, Former CEO, Director - $Nil (2024 - $24); Tony Alford, Director - $Nil (2024 - $77); Ekaterina Naugle, spouse of a director - $Nil (2024 - $3); Stephen Goodman, Former CFO, Director $Nil (2024 - $2); Thomas Pressello, Director - $Nil (2024 - $Nil)
Current wording
(3) Charles Travis Naugle, former CEO, Director - $Nil (2024 - $40); Tony Alford, Director - $Nil (2024 - $79); Ekaterina Naugle, spouse of a director - $Nil (2024 - $5); Stephen Goodman, former CFO, Director $Nil (2024 - $2).
Previous wording
The Company does not have any off-balance sheet arrangements.
Current wording
The Company does not have any off-balance sheet arrangements as of this MD&A date.
Previous wording
The foregoing lists of factors and assumptions are not exhaustive. The reader should also consider carefully the matters discussed under the heading "Risks Factors and Uncertainties" elsewhere in this MD&A. Forward-Looking Statements contained herein are made as of the date hereof (or as of the date of a document incorporated herein by reference, as applicable). No obligation is undertaken to update publicly or otherwise revise any Forward-Looking Statements or the foregoing lists of factors and assumptions, whether as a result of new information, future events or results or otherwise, except as required by law. Because Forward-Looking Statements are inherently uncertain, readers should not place undue reliance on them. The Forward-Looking Statements contained herein are expressly qualified in their entirety by this cautionary statement.
Current wording
The foregoing lists of factors and assumptions are not exhaustive. The reader should also consider carefully the matters discussed under the heading "Risk Factors and Uncertainties" elsewhere in this MD&A. Forward-Looking Statements contained herein are made as of the date hereof (or as of the date of a document incorporated herein by reference, as applicable). No obligation is undertaken to update publicly or otherwise revise any Forward-Looking Statements or the foregoing lists of factors and assumptions, whether as a result of new information, future events or results or otherwise, except as required by law. Because Forward-Looking Statements are inherently uncertain, readers should not place undue reliance on them. The Forward-Looking Statements contained herein are expressly qualified in their entirety by this cautionary statement.