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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LION COPPER & GOLD CORP. [ LCGMF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
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) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
14% Convertible Debentures Due 2024 | (1) | 03/02/2023 | P | $120,000 | 03/02/2023 | 11/02/2024 | Common Shares | (1) | $0.00 | $120,000 | I | By Nagora Investments LLC | |||
Warrants | $0.07 | 03/02/2023 | P | 1,696,042 | 03/02/2023 | 11/02/2024 | Common Shares | 1,696,042 | $0.00 | 1,696,042 | I | By Nagora Investments LLC | |||
Restricted Share Units(2) | (3) | 06/01/2023 | J(4) | 2,666,667 | (5) | (5) | Common Shares | 2,666,667 | $0.00 | 0 | D | ||||
Options | $0.06 | 07/21/2023 | A | 1,000,000 | 07/21/2023 | 07/21/2028 | Common Shares | 1,000,000 | $0.00 | 1,000,000 | D | ||||
Options | $0.06 | 07/21/2023 | A | 4,385,965 | 07/21/2023 | 07/23/2028 | Common Shares | 4,385,965 | $0.00 | 4,385,965 | D | ||||
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 | |||||||
Options | $0.245(6) | 06/18/2021 | 06/18/2026 | Common Shares | 500,000 | 500,000 | D | ||||||||
Options | $0.11(6) | 09/17/2021 | 09/17/2026 | Common Shares | 1,500,000 | 1,500,000 | D | ||||||||
Options | $0.067 | 05/25/2022 | 05/25/2027 | Common Shares | 700,000 | 700,000 | D | ||||||||
Options | $0.067 | 05/25/2022 | 05/25/2027 | Common Shares | 1,830,000 | 1,830,000 | D | ||||||||
14% Convertible Debentures Due 2024 | (7) | 07/08/2022 | 03/08/2024 | Common Shares | (7) | $141,600 | I | By Charles Naugle IRA | |||||||
14% Convertible Debentures Due 2024 | (7) | 07/08/2022 | 03/08/2024 | Common Shares | (7) | $5,800 | I | By Charles Naugle Roth IRA |
Explanation of Responses: |
1. Conversion price is $0.07 per share until 1-2-24 and thereafter is $0.074 per share. |
2. Each RSU represented a contingent right to receive one common share of the issuer. |
3. The exercise price per common share was to be equal to the Market Price (as defined in the policies of the TSX Venture Exchange) of the issuer's common shares as at the reporting person's Annual Review Date, subject to a minimium exercise price of C$0.05. |
4. The 2,666,667 RSUs were canceled on 6-1-23 pursuant to an agreement between the issuer and the reporting person. |
5. The RSUs were granted to the reporting person on 9-17-21. 1,333,333 RSUs were scheduled to vest on 6-3-23, and the remainder were scheduled to vest on 6-3-24. |
6. Price is in Canadian dollars. |
7. Conversion price is $0.067 per share until 7-8-23 and thereafter is $0.078 per share. |
/s/ Charles Travis Naugle | 07/31/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |