Lion Copper and Gold Corp. announced a non-brokered private placement of unsecured convertible debentures for gross proceeds of up to CAD 1,733,333 on January 12, 2023. The debentures will bear interest at the rate of 14% per annum and will mature on the date that is 20 months from issuance.

The principal amount of the debentures may be converted into common shares of the company at CAD 0.07125 per share, at any time, before 10 months from the closing date of the offering, and CAD 0.10 per share at any time, after 10 months from the closing date and prior to the maturity date. The holder will have the option to elect to be repaid in kind at any time prior to maturity of the debentures by way of shares of Falcon Butte Minerals Corp., or its successor, the Falcon Butte Shares at the rate of CAD 0.37 per Falcon Butte Share, provided that any debenture held by an insider of the company requires prior stock exchange approval prior to being repaid in kind. Interest accrued on all or any portion of the debentures being converted by the holder may also be converted into common shares at the option of the debenture holder at the time of conversion at a conversion price equal to the market price as at the date of conversion.

In connection with the sale of the debentures, the company will also issue up to 24,327,480 common share purchase warrants to the purchasers. Each warrant will entitle the holder to acquire a common share of the company at a price of CAD 0.095 for a period of 20 months from the closing date. In connection with the offering, the corporation may pay finder's fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange.

Closing of the offering may occur in one or more tranches. All securities issued pursuant to the offering will be subject to a statutory hold period of four months from the date of issuance of the debentures. The offering is subject to final approval by the TSXV.