SCHEDULE: Alford Boosts Lion Copper & Gold Stake to 46.36%

Tony L. Alford, a director of Lion Copper & Gold Corp., increased his beneficial ownership to 46.36% through a $1.4 million convertible debenture purchase and open market acquisitions.

Summary

• Tony L. Alford acquired $1,400,000 in secured convertible debentures from Lion Copper & Gold Corp. on November 6, 2025.
• The debentures carry a 12% annual interest rate and mature in 12 months, convertible into common shares at $0.0965 per share until November 6, 2026.
• Mr. Alford also received 14,507,772 detachable common share purchase warrants, exercisable at $0.0965 per share until November 6, 2030.
• His total beneficial ownership, including shares, warrants, options, and debentures, now stands at 246,628,388 common shares, representing 46.36% of the class.
• Christine Alford, his spouse, beneficially owns 58,712,063 common shares, or 14.21% of the class.
• Collectively, the Alfords beneficially own 262,106,182 common shares, representing 49.27% of the class, though they disclaim group membership.
• Mr. Alford also made open market purchases of 108,935 common shares between October 14 and October 22, 2025, at a weighted average price of $0.0975.

Sentiment

Score: 7

Explanation: The significant insider investment and stated intent to maximize shareholder value are positive, demonstrating strong confidence. However, the high interest rate on debentures and substantial insider control warrant some caution regarding potential dilution and governance implications for other shareholders.

Positives

• Significant insider investment of $1.4 million demonstrates confidence in the company's future prospects.
• The debenture purchase provides capital to the Issuer, which can be used for operations or strategic initiatives.
• Tony Alford's stated intent to influence policies for maximizing shareholder value aligns with the interests of all investors.

Negatives

• The 12% annual interest rate on the debentures is relatively high, potentially indicating a higher perceived risk or cost of capital for the Issuer.
• The conversion price of $0.0965 per share for both debentures and warrants sets a benchmark that could be seen as low depending on current market valuation.
• The substantial insider ownership (46.36% for Tony Alford, 49.27% combined) could raise concerns about liquidity or potential for minority shareholder influence, despite disclaimers of group membership.

Risks

• Potential dilution risk for existing shareholders if the debentures are converted and warrants are exercised, especially given the conversion/exercise price of $0.0965.
• The high level of insider ownership could lead to corporate governance challenges or limit the influence of other shareholders in key decisions.
• The Issuer's option to settle interest on the debentures in common shares could result in further dilution for existing shareholders.

Future Outlook

The reporting persons intend to continue acquiring additional common shares through private offerings and open market purchases when market conditions warrant. They also aim to influence the Issuer's policies to maximize the value of its common shares.

Management Comments

• "Mr. Alford acquired beneficial ownership of the Issuer's securities for investment purposes."
• "The reporting persons currently intend to continue to acquire beneficial ownership of additional common shares by participating from time to time in private offerings of securities and by making open market purchases of common shares when warranted by market conditions."
• "The reporting persons intend to seek to influence the policies of the Issuer with a goal of maximizing the value of the Issuer's common shares."

Industry Context

This filing primarily details a change in beneficial ownership by an insider and does not provide broader industry context. However, Lion Copper & Gold Corp. operates in the capital-intensive copper and gold mining sector, which is subject to commodity price fluctuations. The insider's significant investment could be seen as a positive signal within this industry, indicating confidence despite inherent sector risks.

Related Party Transactions

• Tony L. Alford, a director of the Issuer, purchased secured convertible debentures and received warrants directly from the Issuer, constituting a related party transaction.

Stakeholder Impact

• Shareholders: Potential for increased share price stability due to insider confidence, but also potential for dilution from debenture conversion and warrant exercise. The increased insider control (46.36% for Tony Alford, 49.27% combined) could reduce the influence of other shareholders.
• Company (Issuer): Receives $1.4 million in capital, which can support operations or growth initiatives, but incurs a 12% interest debt and faces potential future dilution from conversions and exercises.

Next Steps

• Reporting persons intend to continue acquiring additional common shares through private offerings and open market purchases.
• Reporting persons intend to seek to influence the policies of the Issuer with a goal of maximizing the value of its common shares.

Key Dates

Recommendation

While the significant insider investment and stated intent to maximize shareholder value are positive signals, the high interest rate on the debentures and the substantial existing insider control (approaching 50%) introduce complexities. The potential for dilution from future conversions and exercises, coupled with the already concentrated ownership, suggests a 'hold' position. Investors should monitor the company's performance and how the insider's influence translates into tangible value creation, while also considering the implications of such a large controlling stake.

Keywords

Lion Copper & Gold Corp., Tony L. Alford, Christine Alford, Schedule 13D, Beneficial Ownership, Convertible Debentures, Warrants, Insider Buying, Copper, Gold, Mining, Investment, Shareholder Stake, Corporate Governance