UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 3.02 Unregistered Sales of Equity Securities.
On November 8, 2024, the Company issued 25,155,554 units at a price of US$0.045 per unit for gross proceeds of US$1,132,000. Each unit consists of one common share of the Company and one common share purchase warrant. Each warrant entitles the holder to acquire one common share at a price of US$0.06 until November 8, 2029. The Company intends to use the proceeds for general working capital purposes and repayment of convertible debentures.
The units, the shares and the warrants were issued to accredited investors in private transactions pursuant to Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended.
Item 8.01. Other Events.
The Company's press release announcing the offer and sale of the units, the shares and the warrants, are attached as Exhibits 99.1 to this Form 8-K. The press releases are being furnished with this Form 8-K and are not considered filed.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | News release dated November 8, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Lion Copper and Gold Corp. | |||
| Date: | November 8, 2024 | (Registrant) | |
| "Lei Wang" |
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| Lei Wang, Chief Financial Officer |