LION COPPER & GOLD CORP.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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FY2025 · Filed Mar 31, 2026
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ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES
| 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 |
(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
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 |
| 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). |
- 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.
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 | ||
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