{"url_path":"/sec/lcgmf/8-k/2026-06-25/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/1339688/0001062993-26-003355-index.html","accession_number":"0001062993-26-003355","cik":"0001339688","ticker":"LCGMF","issuer_name":"LION COPPER & GOLD CORP.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1339688/0001062993-26-003355-index.html","primary_entity_key":"0001339688","primary_entity_name":"LION COPPER & GOLD CORP."},"word_count":621,"has_tables":true,"body_markdown":"**Item 5.02.** **Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\nOn June 22, 2026, Maria Milagros Paredes, was appointed as the Chief Financial Officer (\"**CFO**\") and Corporate Secretary of Lion Copper and Gold Corp. (the \"**Registrant**\").\n\nMs. Paredes was not appointed pursuant to any arrangement or understanding between her and any other person. There are no family relationships between Ms. Paredes and any director or executive officer of the Company and Ms. Paredes has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\nMs. Paredes, age 61, is a mining and finance executive with over 30 years of experience with mineral exploration, project evaluation, mine development, operations, corporate finance, mergers and acquisitions, investor relations, strategic planning and public company governance. In the five years prior to her appointment, Ms. Paredes served as the Chief Financial Officer and Corporate Secretary of Mako Mining Corp. from February 2021 until June 2024, and thereafter as a consultant to that company.\n\nIn connection with Ms. Paredes appointment,  the Registrant, Quaterra Alaska Inc., and Ms. Paredes entered into an employment contract (the \"**Paredes Agreement**\") on June 22, 2026, which, among other things, provides for (i) an annual base salary of US$200,000 (ii) a one-time relocation assistance payment of US$20,000, (iii) 1,000,000 options under the Registrant's equity compensation plan with an exercise price equal to the fair market value per share on the date of grant, which vest on the date of grant and an additional 750,000 options with an exercise price equal to the fair market value per share on the date of grant, which vest upon the successful listing of the Registrant's common shares on the Nasdaq Capital Market or NYSE, or upon a final investment decision by Nuton, whichever occurs first; and an additional 750,000 options with an exercise price equal to the fair market value per share on the date of grant, which vest upon the Registrant achieving a market capitalization of US$200,000,000 for 30 consecutive trading days or upon the closing of a liquidity event with a fair market value of no less than US$200,000,000, whichever occurs first. The options will expire on the earlier of (i) five (5) years from the granting date, (ii) the date the executive role as CFO terminates, provided that unless the executive is terminated for cause, any vested performance options will expire on that date which is three (3) years following such termination date. For clarity, if the executive's employment is terminated for cause all vested and unvested performance options will expire on such termination date; or if the executive resigns, any vested performance options will expire on that date which is ninety (90) days following such resignation date. In the event Ms. Paredes is not retained for a period of at least 12 months following a change in control of the Registrant, she will be entitled to a severance payment equal to 12 months of her then current base salary.\n\nThe foregoing summary of the Paredes Agreement does not purport to be complete and is qualified in its entirety by reference to the Paredes Agreement a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nOn June 22, 2026, Lei Wang ceased to act as the CFO and Corporate Secretary of the Registrant. The departure of Lei Wang was not due to any disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices, including with respect to accounting principles, financial statement disclosure or internal controls. Ms. Wang will continue to serve the Registrant in an advisory capacity."}