LION COPPER & GOLD CORP.

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.

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.

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.