SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Naugle Charles Travis

(Last)

(First)

(Middle)

23768 SHOOTING STAR DR

(Street)

GOLDEN

80401

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

3. Issuer Name and Ticker or Trading Symbol
LION COPPER & GOLD CORP. [ LCGMF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Co-Chairman

5. If Amendment, Date of Original Filed (Month/Day/Year)
06/15/2023

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,333,333	D
Common Shares	833,334	I	By Redhill Energy LLC

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	09/27/2021	09/27/2024	Common Shares	833,334	$0.1	I	By Redhill Energy LLC
Warrants	07/08/2022	03/08/2024	Common Shares	2,113,432	$0.067	I	By Charles Naugle IRA
Warrants	07/08/2022	03/08/2024	Common Shares	86,567	$0.067	I	By Charles Naugle Roth IRA
Options	06/18/2021	06/18/2026	Common Shares	500,000	$0.245⁽¹⁾	D
Options	09/17/2021	09/17/2026	Common Shares	1,500,000	$0.11⁽¹⁾	D
Options	05/25/2022	05/25/2027	Common Shares	700,000	$0.067	D
Options	05/25/2022	05/25/2027	Common Shares	1,830,000	$0.067	D
Restricted Share Units⁽²⁾	⁽³⁾	⁽³⁾	Common Shares	2,666,667	⁽⁴⁾	D
Convertible Debentures	07/08/2022	03/08/2024	Common Shares	$141,600	⁽⁵⁾	I	By Charles Naugle IRA
Convertible Debentures	07/08/2022	03/08/2024	Common Shares	5,800	⁽⁵⁾	I	By Charles Naugle Roth IRA
Warrants	07/08/2022	03/08/2024	Common Shares	325,275	$0.067	I	By Ekaterina Naugle IRA
Warrants	07/08/2022	03/08/2024	Common Shares	86,567	$0.067	I	By Ekaterina Naugle IRA
Convertible Debentures	07/08/2022	03/08/2024	Common Shares	$21,800	⁽⁵⁾	I	By Ekaterina Naugle IRA
Convertible Debentures	07/08/2022	03/08/2024	Common Shares	$5,800	⁽⁵⁾	I	By Ekaterina Naugle IRA

Explanation of Responses:

1. Price is in Canadian dollars

2. Each RSU represents a contingent right to receive one common share of the issuer.

3. The RSUs were granted to the reporting person on 9-17-21. 1,333,333 RSUs are scheduled to vest on 6-3-23 and the remainder are scheduled to vest on 6-3-24. If at any point the issuer divests its interests, including the option to purchase, absent a merger, sale or similar transaction in (a) one of either the Chaco Bear or Ashton projects, then 50% of the total RSUs that have not vested will be cancelled, or (b) both the Chaco Bear and Ashton projects, then 100% of the total RSUs that have not vested will be cancelled.

4. The exercise price per common share will 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 minimum exercise price of C$0.05.

5. Conversion price is $0.067 per share until 7-8-23 and thereafter is $0.078 per share

	/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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.