LION COPPER & GOLD CORP.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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.
Mar 31, 2026 · Filed May 15, 2026
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 2025-09-30; filed 2025-11-14.
0001062993-25-016850
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001062993-26-002695
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 74 previous paragraphs and 55 current paragraphs.
19 unchanged; 9 reworded; 27 added; 46 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 5 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 (27)
Current report
For the three months ended March 31, 2026
Current report
The Company continues to advance its strategic arrangement with Nuton LLC ("Nuton") in respect of the Yerington Copper Project located in Nevada, United States.
Current report
Under the March 2022 option to earn-in agreement, Nuton may earn a 65% interest in the Company's copper project through a three-stage funding framework. Following completion of Stage 1 and Stage 2, Nuton elected to proceed to Stage 3 in November 2025, and the parties executed a definitive earn-in agreement on December 19, 2025.
Current report
In January 2026, the Company finalized the Stage 3 program budget and received $30,500 from Nuton to advance Stage 3 activities. Nuton funding continues to support advancement of the project while reducing the need for significant direct funding by the Company.
Current report
The Company expects to continue advancing feasibility study ("FS") and permitting throughout 2026 and will provide updates as material development occur.
Current report
Yerington Copper Project
Current report
During the three months ended March 31, 2026, the Company commenced execution of Stage 3, focused on advancing the DFS and supporting permitting efforts.
Current report
The Company has appointed Samuel Engineering, Inc. ("Samuel") as lead consultant for the Definitive Feasibility Study ("DFS") of its flagship Yerington Copper Project in Nevada, USA and NEXUS Environmental Consultants Inc. ("NEXUS") as lead consultant for permitting and environmental management. Lion hosted a mult-day DFS and permitting workshop at the Yerington project site, bringing together all core members of the study team.
Current report
Multiple drilling campaigns have also commenced to de-risk and optimize project design. Resource drilling commenced to upgrade the mineral resource of the Vat Leach Tailings ("VLT") to reserve status. This drilling program started in February 2026 and is to be completed in May 2026. The additional reserve will be incorporated into the DFS. Additionally, piezometer and geotechnical drilling have started within the Yerington pit area. This drilling started in March 2026 and is to be completed June 2026. These drilling programs are designed to advance the understanding of groundwater conditions, optimize pit slope design and stability analysis, and advance environmental and permitting workstreams.
Current report
Nuton continues to advance metallurgical studies on sulfides via column testing.
Current report
For the three months ended March 31, 2026, the Company reported net loss of $6,393, primarily driven by non-cash $3,755 loss in investment of Falcon Copper Corp. ("FCC") and $2,677 fair value loss on derivative liabilities.
Current report
Following the deconsolidation of FCC effective December 31, 2025, FCC's operating expenses are no longer included in the Company's consolidated financial statements. As a result, the current financial results are not directly comparable to those of the same period last year. Accordingly, the decrease in the current period operating expenses primarily reflects the accounting impact of the deconsolidation and related changes in presentation, rather than a reduction in the underlying operating costs of the Company.
Current report
Operating expenses includes personnel, professional fees, and share-based compensation, as well as exploration and evaluation expenditures related to the Yerington Copper Project.
Current report
As an exploration and development company with no operating revenues, the Company's financial results continue to be influenced by non-cash items, such as share-based compensation as well as financing and investing activities.
Current report
In January 2026, the Company received $30,500 from Nuton in connection with Stage 3 funding, with aggregate total of $58,500 as of this MD&A date under the Nuton agreement.
Current report
Nuton funding is intended to support costs associated with the Yerington Copper Project, including technical studies, engineering, permitting and certain allocable project overhead expenses. While a portion of general and administrative costs is covered by this funding, the Company remains responsible for the balance of its corporate general and administrative expenses.
Current report
In January 2026, the Company also received $557 cash dividend from Falcon Butte Minerals Corp. in connection with the disposal of its shares in December 2025.
Current report
Year to date the Company has received aggregate proceeds of $1,214 from the exercise of stock options and warrants.
Current report
Management believes that cash, including the Stage 3 funding for project expenditure, is sufficient to support planned FS activities. The Company may require additional financing to repay its outstanding debentures due in November 2026 and to advance corporate initiatives.
Current report
431,137,702 common shares;
Current report
7,500,000 performance options, exercisable at $0.08, with an expiration date of April 5, 2030; and
Current report
The Company is exploring potential strategic initiatives to support growth and operations. These initiatives are at an early stage, and no decisions have been made.
Current report
This MD&A contains forward-looking statements within the meaning of applicable United States and Canadian securities laws, including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often identified by words such as "believe", "anticipate", "expect", "estimate", "may", "plan", "potential", "will", "should" or similar expressions.
Current report
These forward-looking statements include, but are not limited to, statements regarding the economic projections, development potential, and anticipated outcomes described in our 2025 pre-feasibility study for the Yerington Copper Project, as well as statements regarding our future operations, objectives, expectations, and financial performance. These statements reflect management's current expectations, estimates, assumptions, and beliefs as of the date of this MD&A regarding future events and results.
Current report
Forward-looking statements are subject to several known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, among others, uncertainties related to mineral resource and mineral reserve estimates; assumptions underlying our pre-feasibility study; the availability of financing; reliance on third-party partners; permitting and regulatory approvals; environmental, technical and operational risks; and general economic and market conditions. For a more detailed discussion of these risks, seeItem 1A - Risk Factorsin our most recent Annual Report on Form 10-K.
Current report
Forward-looking statements concerning mineral resources, mineral reserves, and project economics are based on technical reports prepared in accordance with applicable disclosure standards. Such technical information is inherently uncertain and subject to significant assumptions regarding geological interpretation, engineering and metallurgical performance, capital and operating costs, copper prices, and other factors, many of which are beyond our control and difficult to predict accurately.
Current report
Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, future events, or otherwise.
Removed paragraphs (46)
Previous report
For the three and nine months ended September 30, 2025
Previous 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.
Previous report
On March 18, 2022, the Company entered into 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 report
Nuton LLC is evaluating the potential commercial deployment of its Nuton™ technology at the Company's Yerington Copper Project. Nuton™ offers copper heap leaching technologies to deliver greater copper recovery from mined materials and access new sources of copper, such as low-grade sulfide resources and reprocessing of stockpiles and mineralized waste. These technologies have the potential to deliver leading environmental performance through more efficient water usage, lower carbon emission, and the ability to reclaim mine sites by reprocessing waste.
Previous report
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 report
As of September 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 $27,113, consisting of $18,325 for exploration & evaluation, $8,021 for exploration-related overhead, and $767 for capital items under the Nuton Agreement.
Previous report
The Company announced the results of the PFS for its Yerington Copper Project on August 5, 2025 and published the PFS technical report om September 18, 2025.
Previous report
PERFORMANCE HIGHLIGHTS
Previous report
Closed Oversubscribed Secured Convertible Debenture
Previous report
On November 6, 2025, the Company closed an oversubscribed secured convertible debenture for gross proceeds of $2.7 millon. The debentures bear interest at 12% per annum and mature 12 months from the date of issuance. The principal amount is convertible into common shares of the Company at a price of $0.0965 per share, and interest may be settled in common shares at the market price upon repayment or conversion, at the Company's discretion.
Previous report
Proceeds from the debentures are intended to be used for the purchase of land and associated mineral rights related to the Company's projects in Nevada. Repayment of the debentures will be secured against the acquired assets. In connection with the offering, the Company issued 27,979,274 common share purchase warrants, each exercisable at $0.0965 per share for a period of five years from the closing date.
Previous report
Completion of Pre-Feasibility Study for Yerington Copper Project
Previous 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.
Previous report
On September 18, 2025, the Company announced the filing of the PFS Technical Report, completed pursuant to the provisions of the National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"). The Company has also commenced an S-K 1300 report.
Previous report
Reinstatement of Water Rights
Previous report
On March 13, 2025, the Company announced the successful negotiation of a settlement agreement with the Nevada Division of Water Resources and the Nevada State Engineering (collectively, the "State") to reinstate 3,452.8 ac-ft of previously forfeited water rights essential for the development of the Yerington Copper project. As a result, the State has officially rescinded its notice of forfeiture, thus restoring all the Company's 6,014.5 ac-ft of water rights to good standing. This Settlement Agreement effectively terminates the legal proceedings initiated by the Company to defend its water rights.
Previous report
PFS Work Programs
Previous report
During the year ended December 31, 2024 and nine months ended September 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 report
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 report
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 report
Water Rights
Previous 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.
Previous 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.
Previous report
Bear Deposit
Previous report
Studies were conducted and are ongoing to evaluate the Mineral Resource estimate potential of the Bear Deposit.
Previous report
During the three and nine months ended September 30, 2025, excluding non-cash items, the Company incurred $3,920 and $8,875 expenses, compared to $2,964 and $10,532 during the same period in 2024. For the three and nine months ended September 30, 2025, approximately 38% and 63% of these expenses were covered by Nuton LLC, respectively, with the net expenses being equally attributed to corporate and Falcon Copper-related project expenditure that were not covered by Nuton LLC.
Previous report
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 report
During the three and nine months ended September 30, 2025, the Company recognized $3,583 and $4,840 in share-based payments, respectively, compared to $129 and $789 in the prior periods. The increase is due to the 12,680,000 options and 25,000,000 performance warrants that were granted in the current period in FCC coupled with 21,500,000 options granted in LCG and the vesting of options previously granted in LCG. This compares to the grant of 23,495,000 options in the prior period.
Previous report
In addition, the Company recognized a loss of $1,750 on the conversion, repayment, and extinguishment of certain convertible debentures in 2024, which was not applicable in 2025.
Previous report
During the three and nine months ended September 30, 2025, the Company recognized $1,033, and $3,183 in Exploration and evaluation expenditures, respectively, compared to $1,591 and $6,640 in the prior periods. The decrease is due to the winding down and completion of stage 2C program of work in the current period compared to the prior periods.
Previous report
During the three and nine months ended September 30, 2025, the Company recognized $1,852, and $3,210 in professional fees, respectively, compared to $563 and $1,681 in the prior periods. The increase is primarily due to higher legal and consulting expenses related to FCC’s corporate development activities and engagement in more complex transactions which were were not incurred in the comparative prior periods.
Previous report
The Company's results have been driven by its general corporate and exploration activities. Other income and expenses fluctuate due to changes in the fair value of the Company's convertible notes and investment in associate.
Previous report
The Company's results are also impacted by non-recurring events such as the $1,750 loss in convertible debentures in 2024.
Previous report
During the nine months ended September 30, 2025, the Company utilized the $16,500 funding received from Nuton LLC in 2024, to cover approximately 63% (2024 - 82%) of the expenses, excluding non-cash items.
Previous report
On November 6, 2025, the Company closed a non-brokered private placement of secured convertible debentures for gross proceeds of $2,700.
Previous report
During the nine months ended September 30, 2025, the Company repaid $6 in convertible debentures and received $127 in proceeds relating to the exercise of stock options. The Company also received $3,045 pursuant to the issuance of 29,659,524 shares of FCC. FCC also issued 12-month convertible debentures totaling $5,148.
Previous report
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 and recently, 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 September 30, 2025 condensed interim consolidated financial statements.
Previous report
(1) Charles Travis Naugle, former CEO, Director - $108 (2024 - $104); Stephen Goodman, former CFO, Director - $Nil (2024 - $83); Steven Dischler, former CEO - $115 (2024 - $67); Lei Wang, CFO - $68 (2024 - $30); John Banning, CEO, former COO - $174 (2024 - $53); Doug Stiles, VP of Sustainability and Environment - $131 (2024 - $Nil).
Previous report
(2) Charles Travis Naugle, former CEO, Director - $1,429 (2024 - $Nil); Stephen Goodman, former CFO Director - $Nil (2024 - $85); Tony Alford, Director - $1,332 (2024 - $215), Thomas Patton, Director - $207 (2024 - $Nil); Steven Dischler, former CEO - $55 (2024 - $44); John Banning, CEO, former COO - $95 (2024 - $37); Doug Stiles, VP of Sustainability and Environment - $56 (2024 - $Nil); Lukas Naugle, brother of a director - $38 (2024 - $Nil); Matthew Hornor CEO of FCC - $229 (2024 - $Nil).
Previous report
(3) Charles Travis Naugle, former CEO, Director - $Nil (2024 - $55); Tony Alford, Director - $Nil (2024 - $82); Ekaterina Naugle, spouse of a director - $Nil (2024 - $7); Stephen Goodman, former CFO, Director $Nil (2024 - $2).
Showing the first 40 of 46 passages. Open the source sections for the rest.
Reworded paragraphs (9)
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"), datedNovember 14, 2025, should be read in conjunction with the condensed interim consolidated financial statements for the three and nine months ended September 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").
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"), datedMay 15, 2026, should be read in conjunction with the condensed interim consolidated financial statements for the three months ended March 31, 2026 and the audited consolidated financial statements for the year ended December 31, 2025, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
Previous wording
Additional information about the Company, including the Company's press releases, quarterly and annual reports is available through the Company's filings with the securities regulatory authorities in Canada atwww.sedarplus.com or the United States Securities Exchange Commission ("SEC") atwww.sec.gov/edgar. Information about mineral resources, as well as risks associated with investing in the Company's securities is also contained in the Company's most recently filed Form 10-K.
Current wording
Additional information about the Company, including the Company's press releases, quarterly and annual reports is available through the Company's filings with the regulatory authorities in Canada atwww.sedarplus.com or the United States Securities Exchange Commission ("SEC") atwww.sec.gov/edgar. Information about mineral resources, as well as risks associated with investing in the Company's securities is also contained in the Company's most recently filed Form 10-K.
Previous 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.
Current wording
John Banning, Chief Executive officer, of 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
Under the Nuton Agreement, within 60 days of the completion of Stage 2c, September 18, 2025, 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. 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
Upon completion of the FS, Nuton and the Company will determine whether to establish an investment vehicle to which the Mining Assets will be transferred, with Nuton holding a minimum 65% interest.
Previous wording
The Company is in an advanced exploration stage that to date has not earned any revenue. Its operations have been dependent mainly on the Nuton LLC funding in the last few years without diluting shareholders' value.
Current wording
The Company has not earned any revenue. Its operations have been dependent mainly on the Nuton LLC funding in the last few years without diluting shareholders' value.
Previous wording
Cash on hand is approximately $19,150, including $14,850 from FCC, as of November 14, 2025.
Current wording
Cash on hand is approximately $29,250 as of May 15, 2026.
Previous wording
The following table summarizes the Company's cash flows for the nine months ended September 30, 2025, and 2024:
Current wording
The following table summarizes the Company's cash flow for the three months ended March 31, 2026, and 2025:
Previous wording
88,540,965 stock options, including 7,500,000 performance options, exercisable at prices ranging from CAD 0.072 to CAD 0.245, with expiration dates between June 18, 2026 and September 8, 2030; and
Current wording
76,090,965 stock options, exercisable at prices ranging from CAD 0.07 to CAD 0.245, with expiration dates between June 18, 2026 and September 8, 2030; and
Previous wording
122,759,563 warrants exercisable ranging from approximately $0.06 - $0.10 expiring from March 8, 2029 through November 6, 2030.
Current wording
119,205,501 warrants exercisable ranging from $0.056 - $0.0965 expiring from March 8, 2029 through November 6, 2030.