LION COPPER & GOLD CORP.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
LCU$4.20-4.3%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-28.
0001062993-25-006510
Item 1A. RISK FACTORS*Current report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001062993-26-001760
ITEM 1A. RISK FACTORSThe 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 71 previous paragraphs and 64 current paragraphs.
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A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (57)
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
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.
Current report
The risks described beloware* not the only risks we face.*
Current report
We have a history of losses, no revenue from mining operations and may never achieve profitability.
Current report
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.
Current report
We are dependent on a single material project, and any adverse development affecting the Project would materially harm our business.
Current report
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.
Current report
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.
Current report
We rely significantly on our collaboration with Nuton
Current report
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.
Current report
We will require substantial additional capital to advance the Project.
Current report
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.
Current report
Our investment in Falcon Copper Corp. and related valuation judgments may result in significant volatility in our financial results.
Current report
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.
Current report
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.
Current report
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 FCC’s 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 FCC’s 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.
Current report
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.
Current report
Our mineral resource and reserve estimates are subject to significant uncertainty and may not be realized.
Current report
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.
Current report
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.
Current report
Fluctuations in copper prices may may adversely affect the economic viability of the Project.
Current report
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.
Current report
If developed, mining operations would be subject to significant risks.
Current report
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.
Current report
Our operations are subject to extensive environmental and permitting requirements.
Current report
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.
Current report
Risks Related to Our Securities and Capital Structure
Current report
Our largest shareholder has significant influence over our Company.
Current report
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.
Current report
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.
Current report
Future equity issuances may dilute existing shareholders.
Current report
We may issue additional securities to finance operations. Such issuances may dilute existing shareholders and negatively affect our share prices.
Current report
Risks Related to Governance, Compliance and Reporting
Current report
As a Canadian company subject to U.S. reporting obligations, we are subject to complex compliance requirements.
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Removed paragraphs (64)
Previous report
In addition to the factors discussed elsewhere in this Form 10-K, the following are certain material risks and uncertainties that are specific to our industry and properties that could materially adversely affect our business, financial condition and results of operations.
Previous report
The Company's securities should be considered a highly speculative investment and investors should carefully consider all of the information disclosed in the Company's Canadian and U.S. regulatory filings prior to making an investment in the Company.
Previous report
Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though present, are insufficient in quantity and/or quality to return a profit from production. Without limiting the foregoing, the following risk factors should be given special consideration when evaluating an investment in the Company's securities. Additional risks not currently known to the Company, or that the Company currently deems immaterial, may also impair the Company's operations.
Previous report
The Company may require additional funding to complete further exploration programs.
Previous report
The Company does not generate operating revenue and must finance exploration activity by other means, such as selling assets, raising funds through optioning certain property interests, and the issuance of debt and/or equity. The Company cannot provide any assurance that additional funding will be available for further exploration of the Company's projects or to fulfill anticipated obligations under existing property agreements.
Previous report
Failure to obtain necessary financing could result in delay or postponement of further exploration and development, and the property interests of the Company with the possible dilution or loss of such interests. Further, financing will depend upon the success of exploration programs and general market conditions for natural resources.
Previous report
Risks related to the Nuton LLC (A Rio Tinto Venture) option agreement
Previous report
There is no guarantee that Nuton LLC will proceed with its option to earn-in a 65% interest in the Company's Mason Valley projects. There is no guarantee the Company will secure the funding required to meet its obligations under the Nuton LLC option agreement and to not have its interest diluted in its Mason Valley properties. There is no guarantee that the exploration results on the Mason Valley properties will support further exploration or extraction.
Previous report
The Company has a history of losses and anticipates incurring losses for the foreseeable future.
Previous report
The Company has had a history of losses. None of the Company's properties are currently in production, and there is no certainty that the Company will succeed in placing any of its properties into production in the near future, if at all.
Previous report
Lion CG anticipates continued losses for the foreseeable future until one or more of the properties enters into commercial production and generates sufficient revenues to fund the Company's continuing operations.
Previous report
Future equity transactions could cause dilution of present and prospective shareholders.
Previous report
Historically, the Company has financed operations through the sale of equity securities including convertible debt being converted into equity securities or through the sale of its mineral interests. The Company may issue additional equity securities in order to finance future operations and development efforts. The Company cannot predict the size and terms of future issuances of equity securities or debt instruments. Any transaction involving the issue of equity securities or securities convertible into common shares, could result in dilution, possibly substantial, to present and prospective security holders. Similarly, the Company cannot predict the value of any asset sale nor its effect on the market price of its common shares.
Previous report
The Company's exploration programs may not result in a commercial mining operation.
Previous report
Mineral exploration involves significant risk because few properties that are explored contain bodies of ore that would be commercially economic to develop into producing mines. Lion CG's mineral properties are without a known body of commercial ore and the proposed programs are an exploratory search for ore. The Company cannot provide any assurance that current exploration programs will result in any commercial mining operation. If the exploration programs do not result in the discovery of commercial ore, the Company will be required to acquire additional properties and write-off all investments in existing properties.
Previous report
The Company does not have Proven Mineral Reserves or Probable Mineral Reserves.
Previous report
The Company has not established the presence of any Proven Mineral Reserves or Probable Mineral Reserves (as such terms are defined in S-K 1300 or NI 43-101) at any of Lion CG's mineral properties. The Company cannot provide any assurance that future feasibility studies will establish Proven Mineral Reserves or Probable Mineral Reserves at Lion CG's properties. The failure to establish Proven Mineral Reserves or Probable Mineral Reserves could restrict the Company's ability to successfully implement its strategies for long-term growth.
Previous report
Mineral resource estimates are subject to updates which may differ from prior estimates and adversely affect the value of the Company's properties.
Previous report
The estimating of mineralization is a subjective process, and the accuracy of estimates is a function of the quantity and quality of available data, the accuracy of statistical computations, and the assumptions used, and judgments made in interpreting engineering and geological information. There is significant uncertainty in these Mineral Resource estimates, and the actual deposits encountered and the economic viability of mining a deposit may differ significantly from our estimates. From time to time, Lion CG obtains updated resource estimates and technical reports related to the Company's mineral properties.
Previous report
The Company's future business and financial condition are dependent upon resource prices.
Previous report
Resource prices have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company's control. These include international economic and political trends, inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and increased production due to new and improved extraction and production methods. These factors may negatively affect the marketability of any ore or minerals discovered at, and extracted from, Lion CG's properties. If, because of a sustained decline in prices, financing was not available to meet cash operating costs, the feasibility of continuing operations would be evaluated and if warranted, would be discontinued.
Previous report
Some of the Company's directors and officers may have conflicts of interest due to their involvement with other natural resource companies.
Previous report
The Company may experience difficulty attracting and retaining qualified management to grow Lion CG's business.
Previous report
The Company is dependent on the services of key executives including the Chief Executive Officer, President and Chief Financial Officer and other highly skilled and experienced executives and personnel focused on advancing corporate objectives as well as the identification of new opportunities for growth and funding. Due to the Company’s relatively small size, the loss of these persons or Lion CG’s inability to attract and retain additional highly skilled employees required for activities may have a material adverse effect on the Company’s business and financial condition.
Previous report
The Company may be limited in its ability to manage growth.
Previous report
Should the Company be successful in its efforts to develop mineral properties or to raise capital for such development or for the development of other mining ventures, it may experience significant growth in operations. Any expansion of the Company's business would place demands on management, operational capacity, and financial resources. The Company anticipates that it will need to recruit qualified personnel in all areas of operations. There can be no assurance that Lion CG will be effective in retaining current personnel or attracting and retaining additional qualified personnel, expanding operational capacity or otherwise managing growth. The failure to manage growth effectively could have a material adverse effect on the Company's business, financial condition and results of operations.
Previous report
Environmental and other regulatory requirements may limit the Company's operations and increase expenses.
Previous report
The Company's operations are subject to environmental regulations promulgated by U.S. government agencies. Claims and current and future operations will be governed by laws and regulations governing mineral concession acquisition, prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies such as ours that engage in exploration activities often experience increased costs and delays in schedules as a result of the need to comply with applicable laws, regulations and permits. Issuance of permits for Lion CG's exploration activities is subject to the discretion of government authorities, and the Company may be unable to obtain or maintain such permits. Permits required for future exploration or development may not be obtainable on reasonable terms or on a timely basis. Existing and possible future laws, regulations and permits governing operations and activities of exploration companies, or more stringent implementation thereof, could have a material adverse impact and cause increases in capital expenditures or require abandonment or delays in exploration.
Previous report
Operating hazards associated with mining may expose the Company to liability.
Previous report
Mining operations generally involve a high degree of risk, including hazards such as fire, explosion, floods, structural collapses, industry accidents, unusual or unexpected geological conditions, power outages, cave-ins, inclement weather, and mechanical equipment failure in the Company's operations. These and others may result in work stoppages, damage to or destruction of mines and other producing facilities, damage to or loss of life and property, environmental damage and possible legal liability for any or all damage or loss.
Previous report
The acquisition of title to resource properties or interest therein is a very detailed and time-consuming process. Title to and the area of resource concessions may be disputed. The Company has investigated title to all of its mineral properties and, to the best of the Company's knowledge, title to all of Lion CG's properties are in good standing.
Previous report
Enforcement of judgments or bringing actions outside the United States against the Company and its directors and officers may be difficult.
Previous report
Lion CG is organized under the laws of, and headquartered in British Columbia, Canada, and several of the Company's directors and officers are citizens or residents of the U.S. As a result, it may be difficult or impossible for one to (a) enforce in courts outside the U.S. judgments against the Company and a majority of Lion CG's directors and officers, obtained in U.S. courts based upon the civil liability provisions of U.S. federal securities laws or (b) bring in courts outside the U.S. an original action against the Company and its directors and officers to enforce liabilities based upon such U.S. securities laws.
Previous report
The stock market in general has experienced volatility that often has been unrelated to the operating performance of any specific public company. The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:
Previous report
our ability to obtain working capital financing;
Previous report
limited "public float" in the hands of a small number of persons whose sales or lack of sales could result in positive or negative pricing pressure on the market prices of our common stock;
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Reworded paragraphs (7)
Previous wording
Safety measures implemented by the Company may not be able to obtain insurance to cover these risks at economically feasible premiums or at all. Insurance against certain environmental risks is not generally available to the Company or to other companies within the mining industry.
Previous wording
The Company's properties may be subject to uncertain title.
Current wording
Our properties may be subject to uncertain title.
Previous wording
The 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.
Current wording
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.
Current wording
Our share price may be volatile and trading volume may remain limited.
Previous wording
Some of the Company's directors and officers may also be directors or officers of other natural resource or mining-related companies and these associations may give rise to conflicts of interest from time to time. As a result of these conflicts of interest, Lion CG may miss the opportunity to participate in certain transactions, which may have a material, adverse effect on the Company's financial position.
Current wording
Overlapping leadership roles may give rise to conflicts of interest.
Previous wording
The Company believes it is possibly a "passive foreign investment company," which would likely have adverse U.S. federal income tax consequences for U.S. shareholders.
Current wording
The Company is possibly a "passive foreign investment company", which would likely have adverse U.S. federal income tax consequences for U.S. shareholders.
Previous wording
U.S. shareholders of our Common Shares should be aware that the Company believes it is possible we may be classified as a passive foreign investment company ("PFIC") up to and including the taxable year ended December 31, 2024, and based on current business plans and financial projections, management believes there is a possibility that the Company could be classified as a PFIC during the current taxable year. If the Company is 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 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.
Current wording
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." E…
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