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 CO 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)
02/16/2024
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)
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)
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) 02/16/2024 D $120,000 03/02/2023 11/02/2024 Common Shares (1) (4) $0 I By Nagora Investments LLC
20% Convertible Debentures Due 2025 (5) 02/16/2024 A $136,202 02/16/2024 02/16/2025 Common Shares (5) (4) $136,202 I By Nagora Investments LLC
Warrants $0.06 02/16/2024 A 2,270,027 02/16/2024 02/16/2025 Common Shares 2,270,027 (4) 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
Options $0.06 07/21/2023 07/21/2028 Common Shares 1,000,000 1,000,000 D
Options $0.06 07/21/2023 07/23/2028 Common Shares 4,385,965 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(2) 06/18/2021 06/18/2026 Common Shares 500,000 500,000 D
Options $0.11(2) 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 (3) 02/16/2024 D $141,600 07/08/2022 03/08/2024 Common Shares (3) (6) $0 I By Charles Naugle IRA
20% Convertible Debentures Due 2025 (5) 02/16/2024 A $174,676 02/16/2024 02/16/2025 Common Shares (5) (6) $174,676 I By Charles Naugle IRA
Warrants $0.06 02/16/2024 A 2,911,270 02/16/2024 02/16/2025 Common Shares 2,911,270 (6) 2,911,270 I By Charles Naugle IRA
14% Convertible Debentures Due 2024 (3) 02/16/2024 D $5,800 07/08/2022 03/08/2024 Common Shares (3) (7) $0 I By Charles Naugle Roth IRA
20% Convertible Debentures Due 2025 (5) 02/16/2024 A $7,155 02/16/2024 02/16/2025 Common Shares (5) (7) $7,155 I By Charles Naugle Roth IRA
Warrants $0.06 02/16/2024 A 119,247 02/16/2024 02/16/2025 Common Shares 119,247 (7) 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
14% Convertible Debentures Due 2024 (3) 02/16/2024 D $21,800 07/08/2022 03/08/2024 Common Shares (3) (8) $0 I By Ekaterina Naugle IRA
20% Convertible Debentures Due 2025 (5) 02/16/2024 A $26,892 02/16/2024 02/16/2025 Common Shares (5) (8) $26,892 I By Ekaterina Naugle IRA
Warrants $0.06 02/16/2024 A 448,204 02/16/2024 02/16/2025 Common Shares 448,204 (8) 448,204 I By Ekaterina Naugle IRA
14% Convertible Debentures Due 2024 (3) 02/16/2024 D $5,800 07/08/2022 03/08/2024 Common Shares (3) (9) $0 I By Ekaterina Naugle IRA
20% Convertible Debentures Due 2025 (5) 02/16/2024 A $7,155 02/16/2024 02/16/2025 Common Shares (5) (9) $7,155 I By Ekaterina Naugle IRA
Warrants $0.06 02/16/2024 A 119,247 02/16/2024 02/16/2025 Common Shares 119,247 (9) 119,247 I By Ekaterina Naugle IRA
Explanation of Responses:
1. Conversion price is $0.07 per share until 1-2-24 and thereafter is $0.074 per share.
2. Price is in Canadian dollars.
3. Conversion price is $0.067 per share until 7-8-23 and thereafter is $0.078 per share.
4. The reporting person exchanged $120,000 principal amount of 14% Convertible Debentures Due 2024 and interest accrued thereon to date for $136,202 principal amount of 20% Convertible Debentures due 2025.
5. Conversion price is $0.06 per share.
6. The reporting person exchanged $141,500 principal amount of 14% Convertible Debentures Due 2024 plus interest accrued to date for $174,676 principal amount of 20% Convertible Debentures Due 2025 and 2,911,270 Warrants.
7. The reporting person exchanged $5,800 principal amount of 14% Convertible Debentures Due 2024 plus interest accrued to date for $7,155 principal amount of 20% Convertible Debentures Due 2025 and 119,247 Warrants.
8. The reporting person exchanged $21,800 principal amount of 14% Convertible Debentures Due 2024 plus interest accrued to date for $26,892 principal amount of 20% Convertible Debentures due 2025 and 448,204 Warrants.
9. The reporting person exchanged $5,800 principal amount of 14% Convertible Debentures plus interest accrued to date for $7,155 principal amount of 20% Convertible Debentures and 119,247 Warrants.
/s/ Charles Travis Naugle 02/16/2024
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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