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*
Dischler Steven A.

(Last) (First) (Middle)
6719 TARTAN TRAIL

(Street)
SUN PRAIRIE WI 53590

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
LION COPPER & GOLD CORP. [ LGDMF ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/26/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
08/01/2024
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 6,951,975 D
Common Shares 52,500 I By Dischler IRA
Common Shares 100,000 I By Steven Dischler and Julia Stewart Tenants in Common
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) 10/28/2022 03/08/2024 Common Shares (1) $0 D
14% Convertible Debentures Due 2024 (2) 03/02/2023 11/02/2024 Common Shares (2) $0 D
Warrants $0.056 03/08/2024 03/08/2029 Common Shares 595,238 595,238 D
Warrants $0.07 03/02/2023 11/02/2024 Common Shares 706,684 706,684 D
Warrants $0.1 10/21/2021 10/21/2024 Common Shares 400,000 400,000 D
Warrants $0.1 09/13/2021 09/13/2024 Common Shares 400,000 400,000 D
Options $0.058 07/26/2024 A 3,000,000 (4) 07/26/2029 Common Shares 3,000,000 $0.00 3,000,000 D
Options $0.052 03/01/2024 03/01/2029 Common Shares 360,000 360,000 D
Options $0.06 07/21/2023 07/21/2028 Common Shares 500,000 500,000 D
Options $0.067 05/25/2022 05/25/2027 Common Shares 300,000 300,000 D
Options $0.245(3) 06/18/2021 06/18/2026 Common Shares 200,000 200,000 D
Options $0.08(3) 06/30/2020 06/30/2025 Common Shares 200,000 200,000 D
Explanation of Responses:
1. Conversion price is 0.07 per share until 1-2-24 and thereafter is $0.074 per share
2. Conversion price is $0.067 per share until 7-8-23 and thereafter is $0.078 per share
3. Price is in Canadian dollars
4. (1) 500,000 options vested on 7-26-24; (2) 1,250,000 options will vest upon completion of Stage 2b and, if applicable, Stage 2c pursuant to the terms of the option agreement between Singatse Peak Services, LLC and Rio Tinto America Inc. ("Rio Tinto") dated 3-18-22 (the "RT Agreement"), as currently amended or as may in the future be amended, and (3) 1,250,000 options will vest upon entering Stage 3 by Nuton, LLC or Rio Tinto in accordance with the RT Agreement.
/s/ Steven A. Dischler 08/12/2024
** 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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