Sec Form 3/A Filing - Naugle Charles Travis @ LION COPPER & GOLD CORP. - 2023-01-01

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Naugle Charles Travis 2. Issuer Name and Ticker or Trading Symbol LION COPPER & GOLD CORP. [ LCGMF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chairman (Last) (First) (Middle) 23768 SHOOTING STAR DR 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (Street) GOLDEN, CO80401 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Shares 1,333,333 D Common Shares 833,334 I By Redhill Energy LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrants $ 0.1 09/27/2021 09/27/2024 Common Shares 833,334 I By Redhill Energy LLC Warrants $ 0.067 07/08/2022 03/08/2024 Common Shares 2,113,432 I By Charles Naugle IRA Warrants $ 0.067 07/08/2022 03/08/2024 Common Shares 86,567 I By Charles Naugle Roth IRA Options $ 0.245 ( 1 ) 06/18/2021 06/18/2026 Common Shares 500,000 D Options $ 0.11 ( 1 ) 09/17/2021 09/17/2026 Common Shares 1,500,000 D Options $ 0.067 05/25/2022 05/25/2027 Common Shares 700,000 D Options $ 0.067 05/25/2022 05/25/2027 Common Shares 1,830,000 D Restricted Share Units ( 2 ) ( 4 ) ( 3 ) ( 3 ) Common Shares 2,666,667 D Convertible Debentures ( 5 ) 07/08/2022 03/08/2024 Common Shares $ 141,600 I By Charles Naugle IRA Convertible Debentures ( 5 ) 07/08/2022 03/08/2024 Common Shares 5,800 I By Charles Naugle Roth IRA

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Naugle Charles Travis 23768 SHOOTING STAR DR GOLDEN, CO80401 X Co-Chairman Signatures /s/ Charles Travis Naugle 07/31/2023 Signature of Reporting Person Date

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

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 4(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.