LION COPPER & GOLD CORP.

S-11 forms1.htm FORM S-1

As filed with the Commission on September 29, 2025

File No. 333-___________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LION COPPER AND GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

143 S Nevada Street

Yerington, Nevada 89447

775-463-9600

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

John Banning

Chief Executive Officer

143 S Nevada Street

Yerington, Nevada 89447

775-463-9600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

J. Brad Wiggins, Esq.

Securities Law USA, PLLC

10 G Street, NE, Suite 600

Washington, DC 20002

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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:

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 pursuant to Section (7)(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information contained in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and the selling shareholders are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject To Completion, Dated September 29, 2025

194,385,578 Common Shares

This prospectus relates to the resale or other disposition from time to time by certain selling shareholders, as further described in this prospectus, of up to an aggregate of 194,385,578 Common Shares (the "Shares") of Lion Copper and Gold Corp. The Shares registered for sale include certain outstanding Shares held by selling shareholders and Shares underlying certain outstanding share purchase warrants held by selling shareholders, as described in greater detail in this prospectus.

The Shares and warrants held by the selling shareholders were issued to such selling shareholders in private transactions between our company and the selling shareholders. The selling shareholders may sell or otherwise dispose of the Shares covered by this prospectus or interests therein on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Additional information about the selling shareholders, and the times and manner in which they may offer and sell Shares under this prospectus, is provided in the sections entitled "Selling Shareholders" and "Plan of Distribution" of this prospectus.

We will not receive any proceeds from the resale of the Shares by the selling shareholders.

Our Common Shares are listed on the Canadian Securities Exchange (the "CSE") under the symbol "LEO" and quoted on the OTCQB under the symbol "LCGMF".

All dollar amounts reflected herein refer to U.S. dollars unless otherwise noted.

Investing in the Shares involves a high degree of risk. See "Risk Factors" beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the securities offered hereby or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _______________, 2025

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