February 20, 2024, Vancouver, British Columbia Lion Copper and Gold Corp. (“Lion CG” or the “Company”) (TSX-V: LEO) (OTCQB: LCGMF) announces that it has issued convertible debentures (the “Debentures”) in the aggregate principal amount of US$941,813 to replace previously issued convertible debentures that were maturing (the “Original Debentures”), as announced in the Company’s news release of February 15, 2024. The Debentures have a maturity date of 12 months and bear interest at a rate of 20% per annum. The Debentures are convertible into common shares of the Company at a price of US$0.06 (C$0.08) per share, or at the holder’s option, may instead be converted in-kind for common shares of Falcon Butte Minerals Corp. held by the Company, at a conversion price of US$0.25 (C$0.32) per Falcon Butte share. Holders of the debentures also received an aggregate of 15,696,883 share purchase warrants each entitling the holder to receive one common share of the Company at an exercise price of US$0.06 (C$0.08) for a period of 12 months.

In addition, a total of US$259,000 of principal amount of the Original Debentures were converted into 3,500,000 common shares. The Company has received commitments from a number of the holders of the remaining Original Debentures to complete a securities for debt transaction (see February 15, 2024 news release), which is anticipated to complete within the next week.

Travis Naugle, Lion CG’s co-chairman and CEO, states “Through the strategic restructuring of our debt, we have empowered the future growth of our company as we look forward to a future Stage 3 earn-in decision by Rio Tinto. Of the nearly US$4 million of accumulated debt, and based on our current commitments, we will have refinanced or converted all but US$900,000 of our debt on completion of the debt restructuring, leaving us in a much stronger financial position. Furthermore, approximately half of the remaining debt is held by our directors and officers, demonstrating the confidence our leadership has in our company’s trajectory.”

Pursuant to the requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (the “Instrument”), the Company advises that participation by officers and directors of the Company for a total of US$373,033 in the Debenture restructuring constituted a “related party transaction” as defined under the Instrument. The Company relied on the exemptions under section 5.5(a) and section 5.7(1)(a) from the formal valuation and minority shareholder approval requirements of the Instrument, as the fair market value of the securities issued to the related parties did not exceed 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the issuance of the Debenture restructuring because the details of restructuring and participation had not been confirmed at that time.

The Debentures and related warrants are subject to a statutory four-month hold period, expiring on June 17, 2024, in accordance with applicable Canadian securities laws. The securities will also be subject to restrictions under U.S. securities laws, which generally restrict any resales for a period of six months for non-affiliates.

Early Warning Disclosure

Tony Alford (“Alford”), a director of the Company, acquired 3,500,000 shares at a price of US$0.074 per share for an aggregate purchase price of US$259,000 through the conversion of his Original Debentures, and also acquired Debentures in the principal amount of US$50,000 with 833,333 detached warrants (the “Transaction”). Immediately prior to the Transaction, Alford owned and/or had control over, directly and indirectly, an aggregate of 59,250,063 common shares of the Company (comprised of common shares held directly and held jointly with his spouse, and 15,234,794 common shares that are registered to his spouse), representing approximately 19% of the issued and outstanding common shares of the Company. He also held 23,175,971 share purchase warrants, convertible debentures in the principal amount of US$1,550,000, and 10,657,713 options. Following the Transaction, Alford owns and/or has control over an aggregate of 47,515,269 common shares (comprised of common shares held directly and held jointly with his spouse), 24,009,304 share purchase warrants, Debentures in the principal amount of US$1,132,000, and 10,657,713 options, and indirectly holds 15,234,794 common shares that are registered to his spouse, representing 20% of the issued and outstanding common shares of the Company. Assuming exercise of the 24,009,304 share purchase warrants, 10,657,713 options, and conversion of Debentures in the principal amount of US$1,132,000, Alford will own or have control over 105,247,081 common shares of the Company, representing approximately 32.94% of the Company’s issued and outstanding common shares on a partially diluted basis, assuming no further common shares of the Company are issued. The acquisition of common shares representing 20% or greater of the outstanding common shares of the Company on conversion of Original Debentures by Alford was approved by disinterested shareholders at the Company’s annual general meeting held in June of 2023.

Alford acquired the securities of the Company for investment purposes, and may, depending on market and other conditions, increase or decrease his beneficial ownership of the Company’s securities, whether in the open market, by privately negotiated agreements or otherwise, subject to a number of factors, including general market conditions and other available investment and business opportunities.

The disclosure respecting Alford’s security holdings of the Company contained in this news release is made pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues and National Instrument 62-104 – Take-Over Bids and Issuer Bids, and a report respecting the above acquisition will be filed with the applicable securities regulatory authorities and will be available for viewing under the Company’s profile on the SEDAR+ website at www.sedarplus.ca.

About Nuton LLC (nuton.tech)

About Lion CG (www.lioncg.com, nuton.tech/partnerships)

Lion Copper and Gold Corp. is a Canadian-based company advancing its flagship copper assets at Yerington, Nevada through an Option to Earn-in Agreement with Nuton LLC, a Rio Tinto Venture.

Nuton is an innovative venture that aims to help grow Rio Tinto’s copper business. At the core of Nuton is a portfolio of proprietary copper leach related technologies and capability – a product of almost 30 years of research and development. Nuton offers the potential to economically unlock copper from primary sulfide resources worldwide through leaching, achieving market-leading recovery rates, contributing to an increase in copper production from copper bearing waste and tailings, and achieving higher copper recoveries on oxide and transitional material. One of the key differentiators of Nuton is the potential to produce the

world’s lowest carbon footprint copper while having at least one Positive Impact at each of our deployment sites, across our five pillars: water, energy, land, materials and society.

NutonTM Technologies

The NutonTM technologies are proprietary Rio Tinto-developed copper heap leach related processing and modelling technologies, capability and intellectual property.

On behalf of the Board of Directors,

Stephen Goodman President

For more information please contact:

Email: info@lioncg.com

Website: www.lioncg.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Certain information in this news release constitutes forward-looking statements under applicable securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “will”, or the negative of these terms and similar expressions. Forward-looking statements necessarily involve known and unknown risks, including, without limitation, general economic conditions; adverse industry events; marketing costs; loss of markets; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favorable terms; the ability of Lion CG to implement its business strategies; competition; currency and interest rate fluctuations and other risks.