UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
On July 21, 2023 Lion Copper and Gold Corp. (the "Company") granted an aggregate of 23,194,737 stock options (the "Options") to certain directors, employees and consultants of the Company in consideration for their services to the Company pursuant to the Company's 20% fixed stock option plan. The grant of Options is exempt under Section 4(a)(2) of the Securities Act of 1933. The Options have an exercise price of US$0.06 and an expiry date of July 21, 2028.
Item 5.02 Departure of Directors or Certain Officers
Thomas Pressello has resigned from his position as director as of July 28, 2023. He served as the Chair of the Audit Committee. Mr. Pressello's written resignation did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 20, 2023, Lion Copper and Gold Corp. (the "Company") held an Annual General and Special Meeting of the holders of common shares of the Company, at which the shareholders voted on the following matters:
1. Fixing the Number of Directors at Five. The shareholders approved the number of directors to be fixed at five.
| For: | 165,261,142 |
| Against: | 11,951,132 |
| Non Voted: | 1 |
2. Election of Directors. The following nominees were elected as directors to serve until the next annual general meeting of the shareholders:
| Charles Travis Naugle | For: | 114,555,276 |
| Withheld/Abstain: | 14,923,346 | |
| Non Voted: | 47,733,653 | |
| Dr. Thomas Patton | For: | 117,220,409 |
| Withheld/Abstain: | 12,237,380 | |
| Non Voted: | 47,733,653 | |
| Stephen Goodman | For: | 110,009,274 |
| Withheld/Abstain: | 19,469,348 | |
| Non Voted: | 47,733,653 | |
| Tony Alford | For: | 112,484,100 |
| Withheld/Abstain: | 16,994,522 | |
| Non Voted: | 47,733,653 | |
| Thomas Pressello | For: | 121,330,275 |
| Withheld/Abstain: | 8,148,347 | |
| Non Voted: | 47,733,653 |
3. Appointment of Auditors. The shareholders approved the appointment of MNP LLP as auditors of the Company at a remuneration to be fixed by the directors.
| For: | 175,792,914 |
| Withheld/Abstain: | 1,419,360 |
| Non Voted: | 1 |
4. Approval of the Company's 20% Stock Option Plan. The shareholders approved the Company's 2023 20% fixed stock option plan.
| For: | 113,055,667 |
| Against: | 16,422,955 |
| Non Voted: | 47,733,653 |
5. Approval of the creation of a new control person. The shareholders approved, on a disinterested vote basis, an ordinary resolution authorizing Tony Alford, a director of the Company, to exercise warrants to purchase common shares and/or convert convertible debentures into common shares that may result in Mr. Alford becoming a new control person of the Company.
| For: | 109,053,631 |
| Against: | 11,444,672 |
| Non Voted: | 3 |
6. Approving the delisting from the TSX Venture Exchange. The shareholders approved the delisting of the Company from the TSX Venture Exchange.
| For: | 55,745,496 |
| Against: | 6,769,547 |
| Non Voted: | 47,733,653 |
Item 8.01. Other Events.
On June 26, 2023, the Company issued a news release to announce the results of the Company's Annual General and Special Meeting held on June 20, 2023. A copy of the news release is included as an exhibit to this report.
| Item 9.01 | Financial Statements and Exhibits. |
| 99.1 | News release dated June 26, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lion Copper and Gold Corp. | |||
| Date: | August 4, 2023 | (Registrant) | |
| /s/ Charles Travis Naugle | |||
| Charles Travis Naugle, Chief Executive Officer |