Lion Copper and Gold (LCGMF) Form 4/A LION COPPER & GOLD / Steven A. Dischler 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^*

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
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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