Lion Copper and Gold (LCGMF) Form 4 LION COPPER & GOLD / Charles Travis Naugle ownership change

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).

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)
03/02/2023

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)	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
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