March 8, 2024, Vancouver, British Columbia — Lion Copper and Gold Corp. (“Lion CG”or the “Company”) (TSX-V: LEO) (OTCQB: LCGMF) has completed its previously announced debt settlement pursuant to which it has issued 4,107,998 units at US$0.042 (C$0.05625) per unit and 41,707,215 common shares at US$0.042 (C$0.05625) to settle US$1,924,239 of debt (the “Debt Settlement”). Each unit is comprised of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance.

The Company has also closed its previously announced private placement consisting of an aggregate of 23,809,522 units a price of US$0.042 (C$0.05625) per unit for aggregate gross proceeds to the Company of US$1,000,000 (the “Private Placement”). Each unit consists of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of US$0.056 (C$0.075) per share for a period of 5 years from the date of issuance. The Company intends to use the net proceeds from the Private Placement for general working capital purposes.

The securities issued in connection with the Debt Settlement and Private Placement, including any underlying securities, are subject to a statutory four-month hold period, expiring on July 9, 2024, in accordance with applicable Canadian securities laws. The securities are also subject to restrictions under U.S. securities laws, which generally restrict any resales by non-insiders for a period of six months.

Two directors of the Company participated in the Debt Settlement for a total of US$1,540,370.15 and in the Private Placement for a total of US$512,500. Their participation constitutes a “related party transaction” under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ( “MI 61-101”). The Company relied on the exemptions from the formal valuation and minority shareholder approval requirements under section 5.5(a) and section 5.7(1)(a) of MI 61-101, as the fair market value of the securities issued to the related parties did not exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Debt Settlement and the Private Placement transactions because the details of participation had not been confirmed at that time.

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https://www.lioncg.com/article/lion-copper-and-gold-corp-completes-us1-million-private-placement-and-debt-settlement/