Sec Form 4/A Filing - Goodman Stephen J. @ LION COPPER & GOLD CORP. - 2023-03-02

FORM 4/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

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1. Name and Address of Reporting Person Goodman Stephen J. 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) President, CFO (Last) (First) (Middle) 1200 - 750 W PENDER STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2023 (Street) VANCOUVER, A1V6C 2T8 4. If Amendment, Date Original Filed (MM/DD/YY) 07/27/2023 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 333,334 D

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 14% Convertible Debentures Due 2024 ( 1 ) 03/02/2023 P 03/02/2023 11/02/2024 Common Shares ( 1 ) $ 0 $ 15,000 D Warrants $ 0.07 03/02/2023 P 212,006 03/02/2023 11/02/2024 Common Shares 212,006 $ 0 212,006 D Restricted Share Units ( 2 ) $ 0 06/01/2023 J( 3 ) 2,666,667 ( 4 ) ( 4 ) Common Shares 2,666,667 $ 0 0 D Options $ 0.06 07/21/2023 A 1,000,000 07/21/2023 07/21/2028 Common Shares 1,000,000 $ 0 1,000,000 D Options $ 0.06 07/21/2023 A 3,508,772 07/21/2023 07/21/2028 Common Shares 3,508,772 $ 0 3,508,772 D Warrants $ 0.1 09/27/2021 09/27/2024 Common Shares 333,334 333,334 D Warrants $ 0.067 07/08/2022 03/08/2024 Common Shares 223,880 223,880 D Options $ 0.245 ( 5 ) 06/18/2021 06/18/2026 Common Shares 500,000 500,000 D Options $ 0.11 ( 5 ) 09/17/2021 09/17/2026 Common Shares 1,500,000 1,500,000 D Options $ 0.067 05/25/2022 05/25/2027 Common Shares 700,000 700,000 D Options $ 0.067 05/25/2022 05/25/2027 Common Shares 1,470,000 1,470,000 D 14% Convertible Debentures Due 2024 ( 6 ) 07/08/2022 03/08/2024 Common Shares ( 6 ) $ 15,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Goodman Stephen J. 1200 - 750 W PENDER STREET VANCOUVER, A1V6C 2T8 X President, CFO < caption>Signatures /s/ Stephen J. Goodman 08/01/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Conversion price is $0.07 per share until 1-2-24 and thereafter is $0.074 per share ( 2 )Each RSU represented a contingent right to receive one common share of the issuer ( 3 )The 2,666,667 RSUs were canceled on 6-1-23 pursuant to an agreement between the issuer and the reporting person ( 4 )The RSUs were granted to the reporting person on 9-17-21. 1,333,333 RSUs were scheduled to vest on 6-3-23 and the remainder were scheduled to vest on 6-3-24 ( 5 )Price is in Canadian dollars ( 6 )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).

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