Lion Copper and Gold Corp. Closes Oversubscribed US$2.7 Million Convertible Debenture Financing

Executive Summary

• Lion Copper and Gold Corp. closed a non‑brokered private placement of secured convertible debentures, raising US$2.7 million in gross proceeds.
• The debentures bear 12% annual interest, mature 12 months after issuance, and are convertible at US$0.0965 per share; each US$0.0965 of principal also carries one detachable common‑share purchase warrant exercisable until November 6 2030.
• Proceeds will be used to acquire land and mineral rights for the Company’s Yerington projects, with the debentures secured by those assets.

Key Details

• Financing Structure: 27,979,274 detachable warrants issued (one warrant per US$0.0965 of principal).
• Gross Proceeds: US$2,700,000 from the private placement.
• Interest Rate & Maturity: 12% per annum; maturity date is 12 months from issuance.
• Conversion Terms: Principal may be converted into common shares at US$0.0965 per share up to November 6 2026.
• Warrant Exercise Price & Term: US$0.0965 per share, exercisable until November 6 2030.
• Use of Proceeds: Purchase of lands and associated mineral rights for Yerington area projects; debentures secured against those assets.
• Related Party Transaction: Director Tony Alford purchased US$1,400,000 of the debentures and 14,507,772 warrants; his post‑financing potential ownership would increase to ~46.36% on a partially diluted basis.
• Regulatory Notes: Securities subject to a four‑month statutory hold period (expires March 7 2026) and Rule 144 resale restrictions; not registered under the U.S. Securities Act.
• Insider Holdings Impact: Alford’s total potential common‑share holdings would rise by ~3.09% on a partially diluted basis, reflecting an increase of approximately 46.36% of outstanding shares if all conversion rights are exercised.

Notable Quotes

• John Banning, Chief Executive Officer: “The Company intends to use the proceeds of the Offering for the purchase of lands and associated mineral rights for the Company's Yerington area projects.”