Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Naugle Charles Travis

(Last)

(First)

(Middle)

23768 SHOOTING STAR DR

(Street)

GOLDEN

80401

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LION COPPER & GOLD CORP. [ LCGMF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares								1,333,333	D
Common Shares								833,334	I	By Redhill Energy LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options	$0.245⁽¹⁾	05/22/2024		D⁽³⁾			500,000	06/18/2021	06/18/2026	Common Shares	500,000	$0.00	0	D
Options	$0.11⁽¹⁾	05/22/2024		D⁽³⁾			500,000	09/17/2021	09/17/2026	Common Shares	500,000	$0.00	1,000,000	D
Options	$0.11⁽¹⁾	07/26/2024		D⁽³⁾			1,000,000	09/17/2021	09/17/2026	Common Shares	1,000,000	$0.00	0	D
Options	$0.067	07/26/2024		D⁽³⁾			700,000	05/25/2022	05/25/2027	Common Shares	700,000	$0.00	0	D
Options	$0.067	07/26/2024		D⁽³⁾			1,830,000	05/25/2022	05/25/2027	Common Shares	1,830,000	$0.00	0	D
Options	$0.06	07/26/2024		D⁽³⁾			220,000	07/21/2023	07/21/2028	Common Shares	220,000	$0.00	780,000	D
Options	$0.06							07/21/2023	07/23/2028	Common Shares	4,385,965		4,385,965	D
20% Convertible Debentures Due 2025	⁽²⁾							02/16/2024	02/16/2025	Common Shares	⁽²⁾		$136,202	I	By Nagora Investments LLC
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	2,270,027		2,270,027	I	By Nagora Investments LLC
Warrants	$0.07							03/02/2023	11/02/2024	Common Shares	1,696,042		1,696,042	I	By Nagora Investments LLC
Warrants	$0.1							09/27/2021	09/27/2024	Common Shares	833,334		833,334	I	By Redhill Energy LLC
Warrants	$0.067							07/08/2022	03/08/2024	Common Shares	2,113,432		2,113,432	I	By Charles Naugle IRA
Warrants	$0.067							07/08/2022	03/08/2024	Common Shares	86,567		86,567	I	By Charles Naugle Roth IRA
20% Convertible Debentures Due 2025	⁽²⁾							02/16/2024	02/16/2025	Common Shares	⁽²⁾		$174,676	I	By Charles Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	2,911,270		2,911,270	I	By Charles Naugle IRA
20% Convertible Debentures Due 2025	⁽²⁾							02/16/2024	02/16/2025	Common Shares	⁽²⁾		$7,155	I	By Charles Naugle Roth IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	119,247		119,247	I	By Charles Naugle Roth IRA
Warrants	$0.067							07/08/2022	03/08/2024	Common Shares	325,275		325,275	I	By Ekaterina Naugle IRA
Warrants	$0.067							07/08/2022	03/08/2024	Common Shares	86,567		86,567	I	By Ekaterina Naugle IRA
20% Convertible Debentures Due 2025	⁽²⁾							02/16/2024	02/16/2025	Common Shares	⁽²⁾		$26,892	I	By Ekaterina Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	448,204		448,204	I	By Ekaterina Naugle IRA
20% Convertible Debentures Due 2025	⁽²⁾							02/16/2024	02/16/2025	Common Shares	⁽²⁾		$7,155	I	By Ekaterina Naugle IRA
Warrants	$0.06							02/16/2024	02/16/2025	Common Shares	119,247		119,247	I	By Ekaterina Naugle IRA

Explanation of Responses:

1. Price is in Canadian dollars.

2. Conversion price is $0.06 per share.

3. These options were canceled by the reporting person with the issuer's approval.

	/s/ Charles Travis Naugle	08/02/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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