LCGMF Lion Copper and Gold Corporation (QB)

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 000-55139

LION COPPER AND GOLD CORP.

(Exact Name of Registrant as Specified in Its Charter)

British Columbia, Canada		98-1664106
(State or other Jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)
c/o #1200 - 750 West Pender Street Vancouver, British Columbia		V6C 2T8
(Address of Principal Executive Offices)		(Zip Code)

Registrant's Telephone Number, including area code: 775-463-9600

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Shares without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐

---

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in 12b-2 of the Exchange Act.)
Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common stock was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was $20,158,625.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 411,011,264 common shares  on December 26, 2024.

---

EXPLANATORY NOTE

Lion Copper and Gold Corp. (the "Company") hereby files this Amendment No. 1 (the "Amended Report") to its annual report on Form 10-K as originally filed with the SEC on April 1, 2024 (the "Original Report") to update our mineral property disclosures in the Original Report to align with certain elements of the technical requirements of subpart 1300 of Regulation S-K ("S-K 1300"). This Amended Report is being filed to (i) amend "Item 2. Properties", (ii) amend "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and (iii) amend Management's Discussion and Analysis For the year ended December 31, 2023, dated March 22, 2024, which appeared on Pages F-44 through F-72 in the Original Report, in each case, to update only the following disclosure:

	•	Revisions to add a summary discussion on our mineral properties and clarify which properties we consider material;
	•	Revisions to the disclosure on our material properties to conform with respective requirements of S-K 1300

•

Revisions to add disclosure regarding our internal controls related to our exploration results; and

•

Revisions to remove mineral resources and the results of an NI 43-101 preliminary economic assessment in order to comply with S-K 1300 requirements.

These updates do not change the financial results of the Company as reported in the Original Report.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Form 10-K/A, the Company is refiling the certifications of the Company's Chief Executive Officer and Chief Financial Officer, required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as exhibits 31.1 and 31.2 to this Form 10-K/A.

Outside of changes to the items as noted above and the certifications of the Chief Executive Officer and Chief Financial Officer, this Amended Report does not otherwise amend, supplement, update or revise any portion of the Original Report which remains unchanged since the date of its filing. Furthermore, this Amended Report does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original Report. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Report was filed. Accordingly, this Form 10-K/A should be read in conjunction with the Original Report and the Company's other filings with the SEC subsequent to the filing of the Original Report.

---

PART I

"Company," "Lion CG," "we," "us," "our" and similar words of similar meaning refer to Lion Copper and Gold Corp.

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Amended Report on Form 10-K/A of Lion CG contains forward-looking statements within the meaning of applicable United States and Canadian securities legislations ("Forward-Looking Statements"). Forward-Looking Statements reflect the expectations of management and consist of statements that are not only historical fact but also relate to predictions, expectations, belief, plans, projections, objectives, assumptions, future events, or future performance. Forward-Looking Statements may be identified by such terms as "believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", "plan" or similar words. Although the Company believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. The Company cautions investors that any Forward-Looking Statements provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in Forward-Looking Statements as a result of various estimates, risks, and uncertainties. Readers should not place undue reliance on Forward-Looking Statements. Forward-Looking Statements in this annual report and in documents incorporated by reference herein include, but are not limited to, statements with regard to:

• planned exploration activity including both expected drilling and geological and geophysical related activities;

• future foreign exchange rates;

• future sources of liquidity, cash flows and their uses;

• realization of anticipated benefits of acquisitions and dispositions;

• expected levels of operating costs, general and administrative costs, costs of services and others; and

• treatment under government regulation and taxation regimes.

Forward-Looking Statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the Forward-Looking Statements, including, without limitation:

• risks related to exploration and development of natural resource properties;

• the uncertain nature of estimating mineral resources and mineral reserves;

• uncertainty in the Company's ability to obtain funding;

• copper price fluctuations;

• recent market events and conditions;

• risks related to governmental regulations;

• risks related to the Company's business being subject to environmental laws and regulations;

• risks related to the Company's inability to meet its financial obligations under agreements to which it is a party; and

• risks related to the Company's ability to recruit and retain qualified personnel.

These Forward-Looking Statements are based on the beliefs of our management as well as on assumptions made by and information currently available to us at the time such statements were made. We undertake no obligation to update forward-looking statements should circumstances or estimates or opinions change.

---

DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws, and as a result we report our mineral resources according to two different standards. U.S. reporting requirements are governed by Regulation S-K Subpart 1300 ("S-K 1300"), as adopted by the U.S. Securities and Exchange Commission ("SEC"). Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101"), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards generally embody slightly different approaches and definitions.

In our public filings in the United States, we are required to disclose measured, indicated and inferred mineral resources and mineral reserves, each as defined in S-K 1300. Currently, we do not have any measured, indicated or inferred mineral resources or mineral reserves as thus defined, and we are an exploration stage issuer.

The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant mineral reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of mineral resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

---

GLOSSARY OF TERMS

Fracture:	Breaks in a rock, usually due to intensive folding or faulting.
Gouge:	The finely ground rock that results from the abrasion along a fault surface.
Grade:	The concentration of each ore metal in a rock sample, usually given as weight percent. Where extremely low concentrations are involved, the concentration may be given in grams per tonne (g/t) or ounces per ton (oz/t). The grade of an ore deposit is calculated, often using sophisticated statistical procedures, as an average of the grades of a very large number of samples collected from throughout the deposit.
Indicated Mineral Resource:	An Indicated Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as out-crops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.
Inferred Mineral Resource:	An Inferred Mineral Resource is that part of a Mineral Resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.
Measured Mineral Resource:	A Measured Mineral Resource is that part of a Mineral Resource for which quantity, grade or quality, densities, shape, physical characteristics are so well established that they can be estimated with confidence sufficient to allow the appropriate application of technical and economic parameters, to support production planning and evaluation of the economic viability of the deposit. The estimate is based on detailed and reliable exploration, sampling and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough to confirm both geological and grade continuity.
Mineral Deposit or Mineralized Material:	A mineralized body which has been intersected by sufficient closely spaced drill holes and or underground sampling to support sufficient tonnage and average grade of metal(s) to warrant further exploration-development work. This deposit does not qualify as a commercially mineable ore body (Reserves), as prescribed under SEC standards, until a final and comprehensive economic, technical, and legal feasibility study based upon the test results is concluded.
Mineral Resource:	A Mineral Resource is a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the earth's crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a Mineral Resource are known, estimated or interpreted from specific geological evidence and knowledge.

Mineral Reserve:

A Mineral Reserve is the economically mineable part of a Measured or Indicated Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This Study must include adequate information on mining, processing, metallurgical, economic and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified. A Mineral Reserve includes diluting materials and allowances for losses that may occur when the material is mined.

---

Mineralization:	Usually implies minerals of value occurring in rocks.
Ore:	A natural aggregate of one or more minerals which may be mined and sold at a profit, or from which some part may be profitably separated.
Probable Mineral Reserve:	A Probable Mineral Reserve is the economically mineable part of an Indicated, and in some circumstances a Measured, Mineral Resource, demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction can be justified.
Proven Mineral Reserve:	A Proven Mineral Reserve is the economically mineable part of a Measured Mineral Resource demonstrated by at least a Preliminary Feasibility Study. This study must include adequate information on mining, processing, metallurgical, economic, and other relevant factors that demonstrate, at the time of reporting, that economic extraction is justified.
Reserve(s):	A natural aggregate of one or more minerals which, at a specified time and place, may be mined and sold at a profit, or from which some part may be profitably separated.
Tailings:	Material rejected from a mill after recoverable valuable minerals have been extracted.

---

GLOSSARY OF ABBREVIATIONS

Ac-ft:	Acre feet
Ag:	Silver
Ag g/t:	Silver grade measured in grams per metric tonne
Au:	Gold
Au g/t:	Gold grade measured in grams per metric tonne
Cu:	Copper
g/t or gpt:	grams per tonne
IP:	Induced Polarization geophysical survey
NI 43-101:	Canadian National Instrument 43-101 - Standards of Disclosure for Mineral Projects
NSR:	Net smelter return royalty
Oz:	Troy ounce
oz/t or opt:	Ounces per ton.
PEA:	Preliminary Economic Assessment
ppb:	Parts per billion
ppm:	Parts per million
RC:	Reverse Circulation
TCu:	Total Copper

CONVERSION TABLES

Conversion Table
Imperial			Metric
1 Acre	=	0.404686	Hectares
1 Foot	=	0.304800	Metres
1 Mile	=	1.609344	Kilometres
1 Ton	=	0.907185	Tonnes
1 Ounce (troy)/ton	=	34.285700	Grams/Tonne

Precious metal units and conversion factors
ppb	- Part per billion	1	ppb	=	0.0010	ppm	=	0.000030	oz/t
ppm	- Part per million	100	ppb	=	0.1000	ppm	=	0.002920	oz/t
oz	- Ounce (troy)	10,000	ppb	=	10.0000	ppm	=	0.291670	oz/t
oz/t	- Ounce per ton (avdp.)	1	ppm	=	1.0000	ug/g	=	1.000000	g/tonne
g	- Gram
g/tonne	- gram per metric ton	1	oz/t	=	34.2857	ppm
mg	- milligram	1	Carat	=	41.6660	mg/g
kg	- kilogram	1	ton (avdp.)	=	907.1848	kg
ug	- microgram	1	oz (troy)	=	31.1035	g

---

PART I

ITEM 2. PROPERTIES

Summary of Mineral Properties

The Company is a mineral exploration company engaged in the acquisition, exploration and development of copper projects currently in Nevada, Alaska and Montana in the United States. All of the Company's mineral properties are in the exploration stage and the Company is an exploration stage issuer.  The Company did not have any production on any of its properties in the last three fiscal years.

The Company's Yerington Copper Project in Lyon County Nevada, which the Company holds through its wholly owned U.S. subsidiary, Singatse Peak Services LLC ("SPS"), encompasses the Company's only material mineral properties.

During the fiscal year ended December 31, 2023, Lion Copper and Gold Corp. (the "Company") held interests in the following mineral properties:

Project/Property name	Location	Deposit Type	Type of Interest	Acres/Hectares	Property Stage	Ownership/Operator	Materiality
Yerington Copper Project Yerington Copper Pit MacArthur Copper Pit Bear Copper Property	Lyon County Nevada, USA	Copper	5 fee simple parcels; 82 patented mining claims; 1,113 unpatented lode and placer mining claims	25,763.66 acres	Exploration Stage	Held by Singatse Peak Services LLC Operated by Lion CG	Material
Wassuk Property	Lyon County Nevada, USA	Copper	310 unpatented lode mining claims	6,400 acres	Exploration Stage	Held by Singatse Peak Services LLC Operated by Lion CG	Not Material
Copper Canyon Property	Lyon County Nevada, USA	Copper	60 unpatented lode mining claims	1,240 acres	Exploration Stage	Held by Singatse Peak Services LLC Operated by Lion CG	Not Material
Blue Copper Property	Powell County and Lewis & Clark County, Montana, USA	Copper	429 Unpatented lode mining claims,7 leased unpatented claims, 8 leased patented claims, 1 leased private parcel.	7,222 acres	Exploration Stage	Held by Falcon Copper Corporation ("Falcon Copper") Lion CG owns 47.7% interest in Falcon Copper Operated by Falcon Copper	Not Material
Schell Creek Project Cabin Property Muncy Creek Property	White Pine County, Nevada, USA	Copper	15 patented lode mining claims, 754 unpatented mining claims; Option to Joint Venture with Kennecott Exploration Company	15,578 acres	Exploration Stage	Held by Falcon Copper Corporation ("Falcon Copper") Lion CG owns 47.7% interest in Falcon Copper through Quaterra Alaska Inc. Operated by Falcon Copper through option to joint venture with Kennecott Exploration Company	Not Material

---

Pioneer Property	Pinal County, Arizona, USA	Copper	39 unpatented mining claims	722 acres	Exploration Stage	Held by Falcon Copper Corporation ("Falcon Copper")   Lion CG owns 47.7% interest in Falcon Copper through Quaterra Alaska Inc.   Operated by Falcon Copper	Not Material
Groundhog Property	Bristol Bay, Alaska, USA	Copper	343 Alaska State mineral claims	54,880 acres	Exploration Stage	Held by Falcon Copper Corporation ("Falcon Copper")   Lion CG owns 47.7% interest in Falcon Copper through Quaterra Alaska Inc.   Operated by Falcon Copper	Not Material
Butte Valley Royalty	White Pine County, Nevada, USA	Copper	1405 unpatented mining claims; 1% Net Smelter Royalty; buydown to 0.5% for US $15million	39,000acres	Exploration Stage	Blue Copper Royalties LLC   Lion CG owns 48.8% interest in Blue Copper Royalties LLC through Quaterra Alaska Inc.	Not Material
Nieves Project Interest	Zacatecas, Mexico	Copper	5% net profits interest	12,064 hectares	Exploration Stage	Blue Copper Royalties LLC   Lion CG owns 48.8% interest in Blue Copper Royalties LLC through Quaterra Alaska Inc.	Not Material

---

Mineral Property Locations

Figure 1

Internal Controls

Our properties are all at an early stage of exploration, with no reserves, resources, or surface samples or drill penetrations that could be construed as being a potentially economic discovery. Quality Assurance and Quality Control (QA/QC) protocols for all exploration, including drilling, sampling, and/or assaying are in place that are consistent with industry standards.  These protocols will include, but are not limited to:

1.

An established database for project data that contains accurate, precise, and defensible data from which resource, reserve, and feasibility studies can be made.

---

2.

Conduct verification sampling of historical data via twin drilling and reassaying of samples.

3.

Ensure that surface or drill sampling results in the highest quality sample possible. This would include monitoring contractors and correcting sampling methods, if necessary. Additionally, all drilling samples are logged daily and a Company geologist marks each sample how it will be split or sawed.  Drill contractors regularly perform down hole surveys with results communicated to Company personnel.

4.

Samples are brought into a secured location, under cover on a daily basis. Chain of Custody (COC) forms are kept with samples and are completed upon each transfer of the samples.

5.

Use industry-standard QA/QC for analytical work. A blank or standard (with known assay values) is inserted into the sample stream every eleventh sample for all assay work.  Additionally, random duplicate analyses are performed by a second laboratory to confirm assay values.

Qualified Person

The disclosure in this annual report of scientific and technical information regarding exploration results for the Yerington Copper Project has been reviewed and approved by Todd Bonsall (MMSA QP#1603) of the Company, who is a qualified person under Regulation S-K subpart 1300.

Yerington Copper Project, Nevada, US

Project Location and Access

The Yerington Copper Project is located near the geographic center of Lyon County, Nevada, US, along the eastern flank of the Singatse Range. The Project includes both the historical Yerington Property, flanked on the west by Weed Heights, Nevada (a small private community, the original company town of Anaconda) and the historic MacArthur open pit located approximately 4.5 miles to the northwest. The property is bordered on the east by the town of Yerington, Nevada which provides access via a network of paved and gravel roads that were used during previous mining operations.

The property is approximately 70 miles by road from Reno Nevada, 50 miles south of Tahoe-Reno Industrial Center, and 10 miles from the nearest rail spur of Wabuska. Topographic coverage is provided by the U.S. Geological Survey "Mason Butte", Lincoln Flat", and the "Yerington" 7.5' topographic quadrangles.

Access to the Property from the town of Yerington follows US Highway ALT 95 north about one mile to the Burch Street turnoff, a paved road that leads west into the Yerington Property. Access into the mine area is fenced and restricted. Inside the fenced area a series of roads provide access to all of the Property in Township 13 North, Range 25 East. Claims in Township 13 North, Range 24 East are accessed by a number of existing dirt roads leading west from US Highway ALT 95, from one to three miles south of the town of Yerington. A 100-foot-wide gravel haul road that accessed the MacArthur open pit copper mine during the 1990s leads 3.5 miles south to the Yerington Mine Site. Beyond the MacArthur pit area are several existing historic two-track dirt roads that provide access throughout the property. Topographic coverage is on US Geological Survey "Mason Butte" and "Lincoln Flat" 7.5' topographic quadrangles.

The Bear deposit is located south-southeast of the MacArthur pit and can be accessed by gravel and dirt farm roads that are directly connected to US Highway ALT 95.

---

Yerington Copper Project Location

Source: Tetra Tech, 2014

The Yerington Copper Project consists of three primary property areas within the project area, the Yerington pit, the McArthur pit and the Bear property.

---

Regional Layout Map

Source: NewFields, 2023

---

Project Stage

The project is an exploration stage project. There are no known mineral resources or reserves on the project at this time. There has been insufficient exploration on the project to estimate a mineral resource. It is uncertain if further exploration will result in the estimation of a mineral resource. Historical exploration has been conducted on the property.

Local Resources and Infrastructure

The nearest population center is the agricultural community of Yerington, one mile east of the Yerington pit. Formerly an active mining center from 1953 to 1978 and from 1989 to 1997, Yerington now serves as a base for three active exploration groups: SPS; HudBay Minerals Inc. (Mason Project copper-molybdenum property); and Nevada Copper Corporation (Pumpkin Hollow Copper Project). Yerington hosts a work force active in, qualified for, and familiar with mining operations within a one-hour drive.

Yerington offers most necessities and amenities including police, hospital, groceries, fuel, regional airport, hardware, and other necessary infrastructure. One core drilling contractor is based in Yerington. Drilling supplies and assay laboratories can be found in Reno, a 1.5-hour drive. Reverse circulation drilling contractors are found in Silver Springs, Nevada, 33 miles north, as well as in the Winnemucca and Elko, Nevada areas, within a three- to five-hour drive from the site.

Power is available at the Yerington Property. NV Energy operates a 226 MW natural gas fueled power plant within ten miles of the Project site. The power infrastructure at the Yerington Property is expected to be readily available for a future mining operation due to the historical mine operations.

SPS has approximately 2,562 acre-feet of primary groundwater rights. An additional 3,453 acre-feet of SPS primary groundwater rights have been declared forfeited and are under appeal.

Water Rights

Included in the asset purchase from the Arimetco bankruptcy court, the Company acquired approximately 8,700 ac-ft of primary ground water rights that are permitted for Mining and Milling. Since acquisition, the Company has filed annual Extensions of Time to Prevent Forfeiture ("EOTs") with the Nevada Division of Water Resources ("NDWR") to keep the water rights in good standing.

Between March 2019 and July 2020, the company sold 2,614.3 ac-ft of primary ground water rights under three separate transactions. The combined sale price for the three sales was $7.9 million. Following the sale of these water rights, the Company retained approximately 6,014.5 ac-ft of primary water rights, although certain components of these remaining water rights are subject to a forfeiture notice from the State, as discussed below. The Company also controls decree, supplemental and storage water rights associated under the terms of various option agreements it holds to private lands associated with the Bear deposit.

On July 23, 2021, the Company received a notice (the "Forfeiture Notice") from the State of Nevada that three water rights permits had been forfeited and that the application for an extension of time to prevent forfeiture of a fourth certificate was denied. The permits affected are components of the Yerington Property. On August 20, 2021, the Company filed a Petition for Judicial Review of the Forfeiture Notice and has retained legal counsel to vigorously undertake the appeal process. SPS subsequently filed and was granted a Stay of the Forfeiture Notice on September 15, 2021. SPS filed its Opening Brief on March 28, 2022. The State Engineer filed its Answering Brief on July 8, 2022. SPS filed its Reply Brief on August 25, 2022. A hearing regarding the status of the forfeiture appeal was held in the Third Judicial Court District in Lyon County on November 4, 2022. On December 6, 2022, the Judge remanded the case back to the State for further written findings based on issues raised at the hearing.

On August 30, 2023, SPS received written notice from the Nevada State Engineer in response to the Remand Order that the three water rights applications for Extensions of Time were denied and declared forfeited. The fourth certificate was not forfeited although the Extension of Time has not yet been approved. On September 28, 2023 SPS simultaneously timely filed an Amended Petition for Review and a Complaint for Equitable Relief with the Third Judicial District Court in Lyon County, Nevada seeking judicial relief from the August 30 Forfeiture Notice. On October 10, 2023, the Judge signed an order granting a Stipulated Stay of the August 30, 2023 Forfeiture Notice while the appeal process is ongoing. Just as SPS did with the initial forfeiture decision that was remanded by the Court, SPS will diligently defend against the wrongful forfeiture of its water rights with clear evidence of the need for those water rights in mine remediation, production and reclamation.

---

On January 16, 2024, the Company filed its Opening Brief with the Lyon County Circuit Court requesting the Court reverse the State Engineer's 2021 and 2023 forfeiture decisions. The Company is awaiting a response from the Court. The Opening Brief was filed with the court as a continuation of its efforts to appeal the State's wrongful decision to forfeit three primary ground water rights permits. The legal approach is currently following two paths: First, the Company appealed the State Engineer's forfeiture decision asking the court to overturn the decision as unlawful. Second, the Company also filed a complaint requesting equitable relief from the court requesting the judge reinstate the water rights. At the Company's request, the Court stayed the decisions of the State Engineer related to the Company's water rights. In parallel with the legal appeal process, the Company also continues to evaluate opportunities for non-judicial settlement discussions with the State.

Property Claims and Option Agreement

The Yerington Project consists of 5 fee simple parcels and 82 patented mining claims totaling 2,767.66 acres, and 1,113 unpatented lode and placer claims totaling 22,996 acres. The unpatented claims are located on lands administered by the US Department of Interior, Bureau of Land Management (BLM).

The private land, patented claims, and 23 unpatented mining claims were acquired on April 27, 2011, when SPS closed a transaction under which assets of Arimetco, Inc. (Arimetco), a Nevada corporation, were acquired. Private properties are located in Township 13 North, Range 25 East in Sections 4, 5, 8, 9, 16, 17, and 21, and patented claims are located within Township 13 North, Range 25 East in Sections 16, 17, 19, 21, 31, and 32 and in Township 13 North, Range 24 East in Sections 22-25 and 36.

The additional unpatented claims were staked prior to or subsequent to the acquisition by SPS. SPS's claims are located in: Sections 1 and 2, Township 12 North, Range 24 East; Sections 1-3, 8, 9, 11-14, 22-27, 35, 36, Township 13 North, Range 24 East; Sections 4-9, 16-21, and 30-32, Township 13 North, Range 25 East; Sections 1-4, 9-16, 22-27, 34-36, Township 14 North, Range 24 East; Sections 19-20, 29-31 Township 14 North, Range 25 East; Sections 33-36 Township 15 North, Range 24 East, Mount Diablo Base & Meridian.

The purchase of the Arimetco assets was accomplished through a US$500,000 cash payment, 250,000 shares of Quaterra common stock, and a 2% net smelter return royalty capped at $7.5 million on production from any claims owned by its subsidiary Quaterra Alaska, Inc (including Quaterra's MacArthur Property) in the Yerington mining district.

A portion of the claims around the historic MacArthur mine were acquired by exercising a "Mining Lease with Option to Purchase". The original purchase option dated September 13, 2005, between North and the Company, as amended, was exercised on February 9, 2015. The Company's purchase is subject to a two percent NSR with a royalty buy down option of $1,000,000 to purchase one percent of the NSR, leaving a perpetual one percent NSR.

A portion of the MacArthur claim group is also included in the area referred to as the "Royalty Area" in the Company's purchase agreement for the acquisition of Arimetco's Yerington properties. Under this agreement, MacArthur claims within this area (as well as the Yerington properties) are subject to a two percent NSR production royalty derived from the sales of ores, minerals and materials mined and marketed from the Property up to $7,500,000.

Ownership of the patented claims and private land is maintained through payment of county assessed taxes, while unpatented lode claims staked in the United States require a federal annual maintenance fee of $165 each, due by 12:00 pm (noon) on September 1 of each year. Further, each unpatented claim staked in Nevada requires an Intent to Hold fee of $12.00, plus filing fees, due by November 1 of each year payable to the County Recorder of the appropriate Nevada county. All SPS claims are current.

Unpatented lode claims have been staked by placing a location monument (two- by two-in by four-foot high wood post) along the center line of each claim and two- by two-inch by four-foot-high wood posts at all four corners, with all posts properly identified in accordance with the rules and regulations of the BLM and the State of Nevada. Maximum dimensions of unpatented lode claims are 600 feet × 1,500 feet.

---

Option Agreement

On March 18, 2022, the Company entered into an option to earn-in agreement with Rio Tinto America Inc. ("Rio Tinto") to advance studies and exploration at Lion CG's copper assets in Mason Valley, Nevada. Under the agreement, Rio Tinto has the option to earn a 65% interest in the assets, comprising 34,494 acres of land, including the historic Yerington mine, MacArthur Project, Wassuk property, the Bear deposit and associated water rights. In addition, Rio Tinto will evaluate the potential commercial deployment of its Nuton^TM technologies at the site.

The option agreement sets out the following stages:

Stage 1: Rio Tinto will pay up to $4 million for an exclusive earn-in option and agreed-upon Mason Valley study and evaluation works to be completed by the Company no later than December 31, 2022.

Stage 2: Within 45 days of the completion of Stage 1, Rio Tinto will provide notice to the Company whether Rio Tinto elects to proceed with Stage 2, upon which Rio Tinto will pay up to $5 million for agreed-upon Mason Valley study and evaluation works to be completed by the Company within 12 months from the date that the parties agree upon the scope of Stage 2 work. Stages 1 and 2 may be accelerated at Rio Tinto's option.

Stage 3: Within 60 days of the completion of Stage 2, Rio Tinto shall provide notice to the Company whether Rio Tinto will exercise its option and finance a feasibility study based on the results of the stage 1 and stage 2 work programs. Rio Tinto will fully finance the feasibility study and ancillary work completed the Company in amount not to exceed $50 million.

Upon completion of the feasibility study, Rio Tinto and the Company will decide whether to create an investment vehicle into which the mining assets will be transferred, with Rio Tinto holding not less than a 65% interest in the investment vehicle. If Rio Tinto elects to not create the investment vehicle, then the Company shall grant to Rio Tinto a 1.5% NSR on the mining assets. If Rio Tinto elects to create the investment vehicle but the Company elects not to create the investment vehicle, then, at Rio Tinto's option, the Company shall create the investment vehicle and Rio Tinto will purchase the Company's interest In the investment vehicle for fair market value.

Following the formation of the investment vehicle, any project financing costs incurred will be financed by Rio Tinto and the Company in proportion to their respective ownership interest in the investment vehicle. Rio Tinto may elect to finance up to $60 million of the Company's project financing costs in exchange for a 10% increase in Rio Tinto's ownership percentage. In addition, upon mutual agreement of Rio Tinto and the Company, Rio Tinto may finance an additional $40 million of the Company's project financing costs in exchange for an additional 5% increase in Rio Tinto's ownership percentage. If the Company's ownership percentage in the investment vehicle is diluted to 10% or less, then the Company's ownership interest will be converted into a 1% uncapped NSR.

On April 27, 2022, the TSX Venture Exchange approved the Company's option agreement with Rio Tinto.

On June 7, 2022, Rio Tinto approved the Stage 1 Work Program and provided $4,000,000 to the Company for an exclusive earn-in option and agreed-upon Mason Valley study and evaluation works, which has been completed as of December 31, 2022. During the year ended December 31, 2022, the Company incurred expenditures of $3,400,000 in connection with the work program.

On January 5, 2023, the Company and Rio Tinto completed the Stage 1 work program and reached a final agreement on the scope of the Stage 2 work program referenced in the option agreement with Rio Tinto. Rio Tinto provided Stage 2 funding of $5,000,000 and an immediate advance of $2,500,000 on part of the Stage 3 funding, for a total amount of $7,500,000 to the Company for Mason Valley project development, exploration efforts and other agreed-upon corporate purposes.

On October 5, 2023, an amendment was signed for the modification of the Stage 2 work program. The significant updates are related to the following:

• Stage 2 was divided into Stage 2a, consisting of the activities performed up until January 12, 2024, and Stage 2b;
• Term of Stage 2 was extended by 9 months, to September 12, 2024 to continue study work, including testing and evaluation of the Nuton Technologies.

---

• Subject to internal approvals, Nuton LLC ("Nuton"), on behalf of Rio Tinto, will advance $10,000,000 of the Stage 3 funding to Lion CG for the Stage 2b work program within 30 days of completion of Stage 2a.
• Should the Company and Nuton agree that Stage 2c is necessary, the parties will memorialize the scope of work in a letter agreement. Subject to internal approvals, Nuton will advance another $5,000,000 of the Stage 3 funding to Lion CG within 30 days of the execution of the Stage 2c Program of Work Agreement.
• Of the funding provided under the option agreement, the Company may allocate $50,000 per month for its corporate working capital.

The Company completed Stage 2a program of work as on January 12, 2024, and on January 4, 2024, $11,500,000 was received from Rio Tinto relating to Stage2b and Stage 3 programs of work.

Bear Property Option Agreements

The Company currently controls the Bear deposit through private land option agreements covering over 2,300 acres. The Company has five option agreements, entered from March 2013 to May 2015, to acquire a 100% interest in private land in Yerington, Nevada, known as the Bear deposit. Under the terms of these option agreements, as amended, the Company is required to make $5,988,290 in cash payments over 15 years ($5,453,290 paid) to maintain the exclusive right to purchase the land, mineral rights, and certain water rights and to conduct mineral exploration on these properties. Two of the properties are subject to a 2% NSR which can be reduced to a 1% NSR for consideration of $1,250,000.

Outstanding payments to keep the five option agreements current are as follows, by year:

• $131,000 due in 2024;

• $404,000 due yearly from 2025 to 2028.

Outstanding purchase payments under the five option agreements are as follows:

• $1,250,000 for Taylor, purchase option expiring April 4, 2025.

• $250,000 for Chisum, purchase option has no expiry date, $50,000 per year payment required for continuation;

• $5,000,000 for Yerington Mining, purchase option expiring in Q4 2024;

• Circle Bar N purchase option:

• On or before June 15, 2025: $12,000,000
• June 16, 2025 - June 15, 2026: $13,000,000
• June 16, 2026 - June 15, 2027: $14,000,000
• June 16, 2027 - June 15, 2028: $15,000,000
• June 16, 2028 - June 15, 2029: $16,000,000

• $22,770,000 for Desert Pearl Farms LLC, purchase option expiring in 2029.

Geology

The Yerington Property includes both the Yerington Pit (the "Yerington Pit") and a portion of the Bear property which represent two of three known porphyry copper deposits in the Yerington copper district. Like the Mason copper-molybdenum property located 2.5 miles to the west, the Yerington and Bear Deposits are hosted in Middle Jurassic intrusive rocks of the Yerington Batholith.

Copper mineralization on the Property occurs in all three phases of the Yerington Batholith. Intrusive phases, from oldest to youngest, are known as the McLeod Hill Quartz Monzodiorite (field name granodiorite), the Bear Quartz Monzonite, and the Luhr Hill Granite, the source of quartz monzonitic (i.e. granite) porphyry dikes related to copper mineralization.

Following uplift and erosion, a thick Tertiary volcanic section was deposited, circa 18-17 Ma. This entire rock package was then extended along northerly striking, down-to-the-east normal faults that flatten at depth, creating an estimated 2.5 miles of west to east dilation-displacement (Proffett and Dilles, 1984). The extension rotated the section such that the near vertically emplaced batholiths were tilted 60° to 90° westerly. Pre-tilt, flat-lying Tertiary volcanics now crop out as steeply west dipping units in the Singatse Range west of the Yerington Property. The easterly extension thus created a present-day surface such that a plan map view actually represents a cross-section of the geology.

---

Yerington Pit

The general geometry of copper mineralization below the Yerington pit is an elongate body extending 6,600 feet along a strike of S62ºE. The modeled mineralization has an average width of 2,000 feet and has been defined by drilling to an average depth of 400-500 feet below the pit bottom at the 3,500-foot elevation.

The copper mineralization and alteration throughout the Yerington district and at the Yerington Property are unusual for porphyry copper camps in that the mineralization is "stripey", occurring in WNW striking bands or stripes between materials of lesser grade. Clearly, much of this geometry is influenced by the strong, district-wide WNW structural grain observed in fault, fracture and, especially, porphyry dike orientations. Altered, mineralized bands range in width from tens of feet to 200-foot-wide mineralized porphyry dikes mined in the Yerington pit by Anaconda.

Oxide copper occurred throughout the extent of the Yerington pit, attracting the early prospectors who sank the Nevada-Empire shaft on copper showings located over the present-day south-central portion of the pit. To extract the copper oxides, Anaconda produced sulfuric acid on site, utilizing native sulfur mined and trucked from Anaconda's Leviathan Mine located approximately 70 miles west of Yerington.

Greenish, greenish blue chrysocolla was the dominant copper oxide mineral, occurring as fracture coatings and fillings, easily amenable to an acid leach solution. Historic Anaconda drill logs note lesser neotocite, aka black copper wad, and rare tenorite and cuprite. Oxide copper also occurs in iron oxide/limonite fracture coatings and selvages.

Chalcopyrite was the dominant copper sulfide mineral occurring with minor bornite primarily hosted in A-type quartz veins in the older porphyry dikes and in quartz monzonite and granodiorite, as well as disseminated between veins in host rock at lesser grade. The unmined mineralized material below the current pit bottom is primarily of chalcopyrite mineralization.

MacArthur Pit

The MacArthur pit is a large copper mineralized system containing near-surface acid soluble copper and the potential for a significant primary sulfide resource that remains underexplored.). The MacArthur Deposit is underlain by Middle Jurassic granodiorite and quartz monzonite intruded by west-northwesterly-trending, moderate to steeply north-dipping quartz porphyry dike swarms. The MacArthur Deposit consists of a 50 to 150-ft thick, tabular zone of secondary copper (in the form of oxides and/or chalcocite) covering an area of approximately two square miles.

Oxide copper mineralization is most abundant and particularly well exposed in the walls of the legacy MacArthur pit. The most common copper mineral is chrysocolla; also present is black copper wad (neotocite) and trace cuprite and tenorite. The flat-lying zones of oxide copper mirror topography, exhibit strong fracture control and range in thickness from 50 to 100 feet. Secondary chalcocite mineralization forms a blanket up to 50 to 150 feet in thickness that is mixed with and underlies the oxide copper mineralization. Primary chalcopyrite mineralization has been intersected in several locations mixed with and below the chalcocite.

The MacArthur pit is part of a large, partially defined porphyry copper system that has experienced complex faulting and post-mineral tilting. Events leading to the current geometry and distribution of known mineralization include: 1) Middle Jurassic emplacement of primary porphyry copper mineralization by quartz monzonite dikes intruding the Yerington batholith; 2) Late Tertiary westward tilting of the porphyry deposit from 60° to 90° through Basin and Range extensional faulting; 3) secondary (supergene) enrichment resulting in the formation of a widespread, tabular zone of secondary chalcocite mineralization below outcrops of oxidized rocks called leached cap; 4) oxidation of outcropping and near-surface parts of this chalcocite blanket, as well as oxidation of the primary porphyry sulfide system resulting in the formation of oxide copper mineralization.

Bear Property

The Bear property is one of three known porphyry copper deposits in the Yerington copper district. The mineralization of the Bear copper deposit, located partially in the northeast corner of the Yerington Property, represents primary copper mineralization related to micaceous veining rather than A-type quartz veining common in the Yerington Mine porphyry system.

---

The Bear property was discovered in 1961 by Anaconda condemnation drilling in the sulfide tailings disposal area and was further delineated in the 1960s and 1970s. Currently the deposit is open in several directions and has never been consolidated under a single owner. A part of Lion CG's recently acquired acreage was not previously accessible for exploration and is adjacent to the highest-grade mineralization discovered during previous exploration of the area.

The Bear property is a large porphyry copper system that occurs below 500 to 1,000 feet of valley fill and volcanic rocks of Tertiary age. Mineralization occurs predominantly in quartz monzonite, border phase quartz monzonite, and quartz monzonite porphyry dikes of Jurassic age. There does not seem to be any relation between the Jurassic rock type and the sulfide occurrence. Copper mineralization occurs most commonly as chalcopyrite with minor bornite within platings and veinlets of fresh feldspar and shreddy biotite. No copper oxide mineralization is present and only minor occurrences of chalcocite have been noted. Molybdenite is a common sulfide within the deposit. However, only about 20% of the historic core samples have been analyzed for molybdenite and more studies are necessary to better understand its average grade and distribution.

The deposit is displaced by the gently east-dipping normal fault known as the Bear fault. The fault is defined by strongly sheared dark clay gouge with andesite and sulfide fragments. On the western part of the deposit the mineralization occurs within the foot wall of the fault while to the east the mineralization occurs deeper within the hanging wall.

The Bear property is prospective because of its very large size, historic drilling and potential for higher grades than district averages. Molybdenum could also represent a by-product credit.

Exploration History

Historically, the Property in the area of the Yerington pit has been drilled extensively by Anaconda and ultimately resulted in the extraction of over 1.7 billion pounds of copper.

Lion CG (and its predecessor Quaterra) exploration at the Yerington Property has been primarily confined to drilling along accessible pit ramps and access roads along the sides of the Yerington pit.

Anaconda conducted considerable exploration and production drilling during its long tenancy of the project which resulted in the existing Yerington pit. Although the actual number of exploration drill holes and footages is unknown, historic records indicate that well over a thousand holes, including both core and rotary, were drilled in exploration and development at the Yerington pit alone.

Environmental Considerations

Permitting the Yerington Copper Project, inclusive of the Yerington Property and MacArthur Property, will require approvals and authorizations from various Federal, State and Local agencies. SPS is developing a permitting strategy to identify and address the range of environmental and social requirements and standards applicable to the Project.

SPS intends to ensure that characterization of environmental resources at the Yerington and MacArthur Properties is complete and adequate to support development of a Mine Plan of Operations and Reclamation Plan Permit Application, support analyses and modeling studies to complete impact assessments, and inform and satisfy all other permitting requirements.

The Yerington Property has been thoroughly characterized through previous permitting efforts, environmental studies, and analyses, and as part of the regulatory compliance process during previous operations. SPS is currently developing a regional numerical groundwater model, including a Pit Lake fate and transport model, to assess potential impacts to the groundwater system from dewatering the existing Pit Lake and expanding and deepening the Yerington pit.

The Yerington Property is undergoing active remediation of the former Anaconda and Arimetco mining operations (brownfield site). Prior to acquiring the Yerington Property in 2011, SPS performed due diligence following guidelines of a BFPP defense to shield SPS from legacy liabilities. In 2009, the State of Nevada, EPA and BLM issued letters outlining activities SPS needed to take to achieve and maintain BFPP status under State and Federal law. SPS continues to perform the activities to maintain the BFPP status. SPS also entered into a Master Agreement with ARC effective June 1, 2015, that outlines the parties' responsibilities concerning cooperation, access, property rights, liabilities, federal land acquisition, preservation of SPS's property and mineral rights and coordination of the use of the brownfield site by ARC to complete remedial actions and by SPS for exploration, mining, and mineral processing activities. These agreements reduce SPS's risks regarding environmental liabilities from past exploration, mining and mineral processing which took place at the Yerington brownfield site prior to SPS's acquisition in 2011. These agreements allow SPS to proceed with mine development and operation in parallel with ARC's ongoing remediation activities. Areas of the Yerington Property that are included in the proposed Yerington Copper Project are not envisioned to require remediation. Rather, closure of these areas would be covered in the new reclamation bond. Synchronization of remediation with mining will be ongoing and refined during the next stage of project development.

---

SPS has an active Environmental, Social and Governance (ESG) program and is committed to comply with all regulations and the highest standards of safety, environmental, financial, and business ethics. These topics will remain the foundation of the Company's operating principles through all phases of the Project. SPS is committed to its license to operate in the communities that may be affected by the Yerington Copper Project. The Company recognizes that the support of stakeholders is important to the success of the Project

SPS intends to reclaim disturbed areas resulting from activities associated with the Project in accordance with BLM Surface Management and the State of Nevada NDEP regulations. The State of Nevada requires development of a Reclamation Plan for any new mining project and for expansions of existing operations meeting requirements to return mined lands to a productive post-mining land use.

Drilling

Historical Drilling

Anaconda conducted considerable exploration and production drilling during its long tenancy of the project which resulted in the existing Yerington pit. Although the actual number of exploration drill holes and footages is unknown, historic records indicate that well over a thousand holes, including both core and rotary, were drilled in exploration and development at the Yerington pit alone.

At the Anaconda Collection - American Heritage Center, University of Wyoming at Laramie, a large inventory of Anaconda data is available for review. In an effort to obtain drill hole information on the Yerington Project, approximately 10,000 pages of scanned drill hole records from the library were reviewed and drill hole lithology, assays, and/or survey coordinates were initially recorded on 840 drill holes by SPS. While some holes contained only lithologic or assay summary information, after final verification (discussed further in Section 12), 561 of those contained adequate detailed assay, hole location and orientation information. An additional 232 drill holes were digitized from sections as explained in Section 12 and included in the drill hole database.

Questionable hole location or inadequacy of detailed assay data were the primary reasons for a hole being considered unacceptable for inclusion in the data base. The cross-section validation performed for a 2012 study also confirmed that the bench composites posted correctly provided a cross check that section data was the same as that which what was being found in the records.

Of additional benefit to the SPS program, core left on site by Anaconda was available for assay by SPS. As part of the validation of the Anaconda data, selected intervals from 45 Anaconda core holes were submitted  for assay to compare with assays recorded from the historic documents.

---

Yerington pit Showing Historic and SPS Drilling

Source: AGP 2023

Notes: Green-SPS, Orange-Historical drill logs, Blue-Historical digitized from sections Grid is 1000 x 1000 m

The downhole survey work, using a surface recording gyro system, was contracted to International Directional Services LLC based in Elko, Nevada.

For the 2011, core drilling was contracted to Ruen Drilling, Inc., Clark Fork, Idaho, who operated a track- mounted rig. Two RC drill contractors were engaged: George DeLong Construction, Inc., Winnemucca, Nevada, operating a truck-mounted rig, and Diversified Drilling LLC, Missoula, Montana, operating a track- mounted rig.

In 2017, drilling for the YM series holes was contracted to Layne Christensen Drilling from Winnemucca, Nevada. InterGeo Drilling (IG Drilling LLC), a subsidiary of Provo Mining & Construction Inc. was contracted for the drilling of YM-046 in 2022.

Current Drilling

SPS's 2011 drilling program totaled 21,887 feet in 42 holes including 6,871 feet of core in 14 core holes and 15,016 feet of reverse circulation (RC) in 28 RC holes. The core holes and four RC holes were drilled to twin Anaconda core holes, while the remaining RC holes were targeted for expansion of mineralization laterally and below historic Anaconda drill intercepts along the perimeter of the Yerington pit.

---

Drill hole siting was hampered by pit wall geometry and by the presence of the Pit Lake and was confined to selected benches within the Yerington pit in order to maintain safe access around the existing Pit Lake.

The total area covered by the drilling resembles an elliptical doughnut (the accessible ramps and roads along perimeter within the Yerington pit) measuring approximately 6,000 feet west-northwest by 2,500 feet. Drill hole spacing is irregular due to access and safety limitations within the pit.

---

The 2017 and 2022 drilling focused on deeper drill holes to confirm the extents of mineralization. Lion CG completed an additional seven holes totaling 15,636.7 feet. Four of the holes were collared in RC and changed to core.

Table 1 provides basic information for 2011 drilling by SPS, and Table 2 details the new drilling conducted in 2017 and 2022 that were added to the data base.

Table 1: 2011 Drilling Yerington Copper Project

                 __________________

Drill Hole	Azimuth	Dip	Total Depth (ft)	Purpose	Type
SP-001	0	-90	207.5	Twin	Core
SP-002	0	-90	259	Twin	Core
SP-003	0	-90	405	Twin	Core
SP-004	0	-90	803.5	Twin	Core
SP-005	0	-90	390	Expl	RC
SP-006	0	-90	791	Twin	Core
SP-007	0	-90	340	Expl	RC
SP-008	0	-90	435	Expl	RC
SP-009	0	-90	355	Expl	RC
SP-010	90	-70	741	Twin	Core
SP-011	180	-60	500	Expl	RC
SP-012	180	-60	1000	Expl	RC
SP-013	180	-70	1000	Expl	RC
SP-014	0	-90	341.5	Twin	Core
SP-014A	180	-90	1000	Expl	RC
SP-015	0	-90	438	Twin	Core
SP-016	180	-70	780	Expl	RC
SP-017	0	-90	216.5	Twin	Core
SP-018	90	-70	530	Expl	RC
SP-019	0	-90	300	Twin	Core
SP-020	180	-80	265	Expl	RC
SP-021	180	-60	720	Expl	RC
SP-022	180	-60	940	Expl	RC
SP-023	180	-60	596	Twin	RC
SP-024	0	-90	780	Expl	RC
SP-025	0	-90	610	Expl	RC
SP-026	180	-60	655	Expl	RC
SP-027	0	-90	797	Twin	Core
SP-028	0	-90	300	Twin	RC
SP-029	0	-90	560	Twin	RC
SP-030	0	-90	460	Twin	RC
SP-031	0	-90	162	Twin	Core
SP-032	0	-90	506	Twin	Core
SP-033	0	-90	190	Expl	RC
SP-034	180	-60	903	Twin	Core

---

Drill Hole	Azimuth	Dip	Total Depth (ft)	Purpose	Type
SP-034A	0	-90	365	Expl	RC
SP-035	0	-60	190	Expl	RC
SP-036	0	-60	550	Expl	RC
SP-037	180	-60	180	Expl	RC
SP-038	90	-60	830	Expl	RC
SP-039	0	-60	295	Expl	RC
SP-040	0	-55	200	Expl	RC

Table 2: 2017/2022 Drilling Yerington Copper Project

Drill Hole	Year Drilled	Azimuth	Dip	Total Depth (ft)	Purpose	Type
YM-041	2017	205.00	-55.00	714.0	Expl	RC
YM-041A	2017	201.77	-53.83	2589.7	Expl	RC/Core
YM-042	2017	202.27	-56.80	2770.6	Expl	RC/Core
YM-043	2017	200.59	-52.38	2490.0	Expl	RC/Core
YM-044	2017	189.09	-58.44	2746.7	Expl	RC/Core
YM-045	2017	204.03	-54.34	2533.2	Expl	Core
YM-046	2022	29.18	-47.20	1792.5	Expl	Core

---

W-3 is a rock disposal unit that lies north of the current Yerington pit. It is composed of subgrade copper oxide ore from Anaconda mining operations. Per SRK scoping studies it was below the Anaconda operating cut-off of 0.3% Cu, but above a 0.2% Cu threshold (SRK, 2012). Copper mineralization is predominantly oxide with lesser amounts of chalcocite. SRK reported a volumetric estimate of 19,643,073 tons potentially grading 0.20% Cu with expected leach recovery of approximately 60%. Arimetco production summaries indicate approximately 50,976,235 tons at 0.18% Cu was mined from 1989-1998.

In 2012, to follow-up on the SRK report, SPS drilled fourteen (one twin) Roto-Sonic drill holes (performed by Major Drilling), ranging in depth from 85-165 feet. All residual drill holes are shown on the attached map.. Eleven of these drill holes were available for sampling. During the drill program, 5-foot intervals of 6-inch core were drilled and put directly into plastic bags. At the conclusion of the drilling program, SPS split the samples and stored each split in a heavy-duty plastic sample bag. The bags were clearly marked and labeled with the drill hole number and sample interval and sealed shut.

Table 3: W-3 Drill Holes 

---

W-3 Collar Plot

Source: AGP 2023

Vat Leach Tails

Oxide tailings, or VLT, are the leached products of Anaconda's vat leach copper extraction process. The oxide tailings dumps, located study was conducted on drill hole samples obtained from a wet and dry sonic drilling campaign from the Anaconda Vat Leach Tailings.

---

The average total copper grade is expected to be approximately 0.13% Cu and the mineralization is expected to be primarily oxide forms of copper, chrysocolla, neotecite, others, and secondary sulfide (chalcocite) (SRK, 2012).

There were 22 drill holes, VLT-001 to VLT-022, completed for the wet drilling study. In September 2012, nine dry rotosonic drill holes (Prosonic) by Boart Longyear twinned the wet sonic drill holes configured with an 8-inch-diameter drill pipe and a 7-inch core. "T" was added to the hole number to identify the twin holes: VLT-12-002, VLT-12-003T, VLT-12-005T, VLT-12-006T, VLT-12-011T, VLT-12-016T, VLT-12- 017T, VLT-12-019T and VLT-12-021T (see below)

VLT Collar Plot

Source: AGP, 2023

SPS's drill holes, as well as other necessary survey control, have been surveyed by SPS staff using a Trimble XHT unit with horizontal accuracy to within one-half meter and vertical accuracy from one-half to one meter.

---

Sampling, Analysis and Data Verification

Samples were analyzed for total copper (TCu) Samples representing oxide mineralization were also analyzed for acid soluble copper and for ferric sulfate soluble copper. Some samples were also analyzed for gold and/or multi-element analyses. Rock quality designations (RQD) and magnetic susceptibility measurements were taken on all core which was photographed following geologic logging. Selected core was used to provide bulk density measurements.

Reverse Circulation (RC) samples are collected in a conventional manner via a cyclone and standard wet splitter. Samples are collected in 17-in by 26-in cloth bags placed in five-gallon buckets to avoid spillage of material. Sample bags are pre-marked by SPS personnel at five-foot intervals and also include a numbered tag inserted into a plastic bag bearing the hole number and footage interval. Collected samples, weighing approximately 15 to 20 pounds each, are wire tied and then loaded onto a ten-foot trailer with wood bed allowing initial draining and drying. Each day SPS personnel or the drillers at the end of their shift, haul the sample trailer from the drill site to SPS's secure sample preparation warehouse in Yerington, Nevada. Samples for geologic logging are collected at the drill site in a mesh strainer, washed, and placed in standard plastic chip trays collected daily by SPS personnel.

RC sample bags, having been transported on a ten-foot trailer by drill crews or by SPS personnel from the drill site to the secure sample warehouse, are unloaded onto suspended wire mesh frames for further drying. Diesel-charged space heaters assist in drying during winter months. Once dry, four to five samples are combined in a 24- by 36-inch woven polypropylene transport ("rice") bag, wire tied, and carefully loaded on plastic lined pallets. Each pallet, holding approximately 13 to 15 rice bags, is shrink-wrapped, and further secured with wire bands. Each pallet is weighed.

In the 2011 drill program, pallets were picked up and trucked by Skyline Assayers & Laboratories (Skyline) personnel who operated a sample preparation facility in Battle Mountain, Nevada. A chain of custody form accompanied all shipments from Yerington to Battle Mountain. Once Skyline prepared each sample in its Battle Mountain facility, approximately 50-gram sample pulps are air-freighted to Skyline's analytical laboratory in Tucson, Arizona for analyses and assay.

In 2017, Bureau Veritas' personnel picked up the samples, which were prepped in the Sparks, NV facility and then forwarded to their Vancouver laboratory for analysis.

In 2022, Skyline personnel (from Tucson) picked up the samples which were prepped and analyzed in their Tucson laboratory.

In 2023, ALS geochemistry personnel picked-up the samples, which were prepped in the Reno, NV facility and then air-freighted to an analytical lab in North Vancouver, BC.

Data verification has been conducted by SPS to validate the historic data.

While no details are available regarding Anaconda's exact assaying protocol and quality control during previous operations, public records of profit and cost confirmed that the techniques and procedures implemented conformed to industry standards for that era.

Samples processed by SPS between 2011 and 2023 from the Yerington Copper Project were analyzed by:

• Skyline Assayers and Laboratories: Tucson, Arizona.
• Bureau Veritas Commodities Canada Ltd.: Reno, Nevada.
• ALS Geochemistry: Reno, Nevada
• Woods Process Services, LLC: Sparks, Nevada.

---

Skyline was used for the 2011 SP series of drilling and in 2022 YM-046. Bureau Veritas was used for the 2017 YM series drill holes.

Woods Process analyzed selected intervals for drill hole samples from W-3 and VLT. ALS Minerals Laboratory was used for check samples.

Exploration Program

Lion CG believes the Yerington Copper Project has potential for copper resources. Historic and current drilling data indicate that horizontal and vertical limits to the mineralization at the Yerington pit have not yet been found, while MacArthur contains a large area of acid soluble mineralization.

The Company has set a budget of $3,315,000 for exploration of the Yerington Copper Project in the 2024 fiscal year to December 31, 2024.

Wassuk Property, Nevada, US

The Wassuk Property consists of 310 unpatented mining claims located in Lyon County, Nevada covering approximately 6,400 acres.  The property does not have any known mineral reserves or resources and is an exploration stage property. The Company does not consider this property to be a material mineral property of the Company.

The Company had an option, as further amended, to earn a 100% interest in the unpatented mining claims in Lyon County, Nevada, comprising the Wassuk Property over ten years and is required to make $1,405,000 in cash payments (paid) and incur a work commitment of $50,000 by December 31, 2021 (completed). During 2021 two final option payments of $125,000 due by August 1, 2021, and the final $125,000 due by October 10, 2021, were both paid and form part of the total payments of $1,405,000.

The property is subject to a 3% NSR royalty which can be reduced to a 2% NSR royalty for consideration of $1,500,000.

As at December 31, 2022, the Company had satisfied all obligations of the Wassuk property, allowing the Company to exercise their right to acquire 100% interest in the property. On January 14, 2023, the Company exercised this right, and transfer of claims was completed in January, 2023.

Copper Canyon Property, Nevada, US

The Copper Canyon Property consists of 60 unpatented lode mining claims located in Lyon County, Nevada covering approximately 1,240 acres.  The property does not have any known mineral reserves or resources and is an exploration stage property. The Company does not consider this property to be a material mineral property of the Company.

On August 21, 2023, the Company entered into a Purchase and Sale Agreement with Convergent Mining, LLC, whereby the Company purchased the title to the Copper Canyon claims from Convergent Mining, LLC upon closing of agreement. As consideration, the Company paid $10,000 in necessary claim fees.

Further, the Company will be required to pay an Exploration fee to Convergent Mining, LLC calculated as:

• 5% of the first $2,000,000 of qualifying exploration costs, not exceeding $100,000

The Copper Canyon Property does not constitute a "Mining Asset" applicable to the Company's Rio Tinto Agreement.

Falcon Copper Corp. Properties

The Company holds an interest in the following properties through its 47.7% interest in Falcon Copper Corp. as described below.

---

Blue Copper Property, Montana, US

The Blue Copper Property consists of 429 unpatented lode mining claims,7 leased unpatented claims, 8 leased patented claims, 1 leased private parcel located in Powell Country and Lewis & Clark County, Montana covering approximately 7,222 acres.  The property does not have any known mineral reserves or resources and is an exploration stage property. The Company does not consider this property to be a material mineral property of the Company.

During the year ended as of December 31, 2021, the Company's acquired and staked a district scale exploration and resource discovery opportunity (the "Blue Copper Project"), comprising more than 7,430 acres in Powell County and Lewis & Clark County in Montana, USA. The area is prospective for high grade copper-gold skarns and porphyry copper-gold mineralization. The claim block encompasses a group of more than 14 historic small mines that produced high grade gold, copper and tungsten.

The Blue Copper Project, located approximately 25 miles WNW of Helena, Montana, is centered on the Late Cretaceous Blackfoot City Stock (the "BCS"), which was intruded into the Black Mountain syncline, composed primarily of a Paleozoic sequence of limestone, dolomite, shale and sandstone. The BCS crystallized at the same time as the nearby Boulder batholith, which is host to the world-famous Butte copper mines. The area is prospective for high grade copper-gold skarns and porphyry copper-gold mineralization.

The claim block encompasses a group of more than 14 historic small mines that produced high grade gold, copper and tungsten. Importantly, the streams draining the BCS have a recorded production of almost 200,000 ounces of placer gold through 1959, although the actual production was most likely much higher. Despite the extensive placer production, only one lode gold mine operated historically and produced less than 10,000 ounces. Several major companies conducted exploration programs in the area during the late 1980s and early 1990s.

On February 14, 2022, as a part of the closing of the Blue Copper Project transaction, the Company issued 1,500,000 common shares.

On October 28, 2022, Blue Copper LLC entered into a mining lease agreement with Snowshoe Creek LLC ("Snowshoe"), a Montana limited liability company owned by the former CEO of the Company. Pursuant to the Agreement, Snowshoe will lease the Arnold, Snowbird and Montana property, including the patented mining claims on such property, to Blue Copper LLC for a term of 20 years and extendable on sole discretion of Blue Copper LLC.

As consideration, 15,000,000 preferred shares in the capital of Falcon Copper Corp. was issued to the former CEO of the Company. The transaction was measured using the fair value of the asset received as the cost was more clearly evident. The fair value of the asset received was calculated using the original cost incurred to acquire the property and was determined to be $500,000.

Schell Creek Project composed of the Cabin and Muncy Properties in Nevada, US

The Schell Creek Project is composed of the Cabin Property and the Muncy Property, consisting of 15 patented lode mining claims, 754 unpatented mining claims and an option to joint venture with Kennecott Exploration Company located in White Pine County, Nevada covering approximately 15,578 acres.  The property does not have any known mineral reserves or resources and is an exploration stage property. The Company does not consider this property to be a material mineral property of the Company.

Muncy Property

Through its subsidiary Falcon Copper, the Company entered into an Option to Joint Venture Agreement with Kennecott Exploration Company ("Kennecott"), a Rio Tinto subsidiary. Pursuant to the agreement, Kennecott grants FCC the sole and exclusive right and option to acquire 100% interest in the Muncy Property, in Nevada. To exercise the option, Falcon Copper must:

• Make a commitment payment of $95,059 to Kennecott (paid)
• Incur exploration expenditures of $1,500,000 on the Muncy Property and $1,000,000 on the Cabin Property

---

• No less that 70% of exploration expenditures on each property must consist of drilling expenses.

Pursuant to the terms of the option agreement, if Falcon Copper decides to terminate the option at any time, they will grant Kennecott a 2% net smelter royalty in the Cabin Property.

If Kennecott elects not to form a joint venture, Kennecott must transfer all their rights in the Muncy Property to Falcon Copper. In return, Falcon Copper will grant the Kennecott a 2.0% net smelter royalty (NSR) in the Properties. Before Falcon Copper decides to develop a commercial mining operation on any portion of the Properties, it has the right to reduce the net smelter royalty (NSR) from 2.0% to 1.0% by paying the optionor $10,000,000 in cash.

Cabin Property

In 2023, FCC staked approximately 9,000 acres of federal mining claims in White Pine County, Nevada, the area of interest which is termed Cabin. The Cabin Property represents a potential major copper-moly porphyry discovery concealed beneath the Spring Valley pediment within a district-scale BLM land package, located immediately north of the Muncy Property.

Pioneer Property in Arizona, US

The Pioneer consists of 39 unpatented mining claims located in Pinal County, Arizona covering approximately 722 acres.  The property does not have any known mineral reserves or resources and is an exploration stage property. The Company does not consider this property to be a material mineral property of the Company.

In 2023, FCC staked an approximate 1,300 acre covered target area prospective for high grade primary or enriched porphyry copper mineralization located within Arizona's prolific Copper Triangle and within 10 miles of the Resolution & Ray mines.

Groundhog Property in Alaska, US

The Groundhog Property consists of 343 Alaska State mineral claims located in Bristol Bay, Alaska, covering approximately 54,880 acres.  The property does not have any known mineral reserves or resources and is an exploration stage property. The Company does not consider this property to be a material mineral property of the Company.

The Groundhog copper project is a 54,880-acre property situated in an established copper porphyry belt situated 200 miles southwest of Anchorage, Alaska. It is located on State of Alaska claims covering the northern extension of a 10-kilometer-wide north-northeast trending structural zone that hosts a number of porphyry copper-gold prospects.

The Company signed a lease agreement dated April 20, 2017, as amended July 11, 2019 and April 20, 2020, with Chuchuna Minerals Company ("Chuchuna"), an Alaska corporation, giving the Company an option to purchase a 90% interest in the Groundhog copper prospect. The Company committed to funding $1 million for exploration in the first year of the agreement, and a minimum of $500,000 in each of the following seven years. The Company can earn its 90% interest in Groundhog by providing a total of $5 million in funding for exploration over seven years, and by paying Chuchuna a lump sum of $3 million by the end of the final year. The Company has no obligation to exercise its option and can terminate the agreement at its discretion annually. Chuchuna will be the operator of the project and will plan, implement and manage exploration field programs as set out in a budget and work plan approved by the Company.

During 2019, the Company completed a 1,664 line kilometer ZTEM and magnetic survey covering 165 square miles of the Groundhog property. Sixty additional claims were staked together with a modest program of surface sampling and mapping. The survey identified 19 targets that are worthy of follow-up. A limited geologic reconnaissance program over the strongest ZTEM anomalies did not identify any significant geochemical anomalies, due primarily to thick overburden and scarce outcrop.

---

In May 2020, the Company filed an independent technical report on Groundhog which supports its assessment that the property has potential to host copper-gold mineralization similar to the nearby Pebble deposit.

On December 13, 2022, the Groundhog property was transferred from Lion CG to Falcon Copper Corp. The Company incurred exploration expenditures of $166,000 for the year-ended December 31, 2021. In addition, the Company and FCC incurred aggregate exploration expenditures of $151,000 for the year-ended December 31, 2022 and FCC incurred expenditures of $72,000 for the year ended December 31, 2023.

Previous geologic, geochemical, and geophysical studies conducted on the property by a major international mining company, identified a number of large, high priority, magnetic and induced polarization (IP) targets. It is the intention to evaluate these, and other targets identified by more recent work by Chuchuna, by mapping, sampling, additional IP geophysical surveying and drilling.

PART II

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

The Management's Discussion and Analysis of Financial Conditions and Results of Operations of the Company for the year ended December 31 2023 is attached to this Amended Report on pages F-1 through F-26 following the signature page.

---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS SCHEDULES

Financial Statements

The following Consolidated Financial Statements were filed with the Company's Annual Report on Form 10-K filed on April 1, 2024.

Description	Page
Financial statements for the years ended December 31, 2023 and 2022 and audit reports thereon.	F-1

Financial Statement Schedules

No financial statement schedules are filed as part of this report because such schedules are not applicable or the required information is shown in the Consolidated Financial Statements or notes thereto. See "Item 8. Financial Statements and Supplementary Data".

Exhibits

The exhibits, listed on the following exhibit index are filed or furnished as part of this Amended Report on Form 10-K/A. These exhibits should be read in conjunction with the exhibits in Item 15 of the Company's Annual Report on Form 10-K filed on April 1, 2024.

Exhibit Number		Description
23.1		Consent of Qualified Person
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
101.INS*		Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Previously filed

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

LION COPPER AND GOLD CORP.

By: /s/ Steven Dischler

Steven Dischler

Chief Executive Officer

(Principal Executive Officer)

Date: December 26, 2024

By: /s/ Lei Wang

Lei Wang

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

Date: December 26, 2024

 

 

 

Lion Copper and Gold Corp.

Management's Discussion and Analysis

For the year ended December 31, 2023

Dated: March 22, 2024

(In U.S. dollars)

 

F-1

---

General

This Management's Discussion and Analysis ("MD&A") of Lion Copper and Gold Corp. and its wholly owned subsidiaries (collectively, "Lion CG" or the "Company"), dated March 22, 2024, should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2023 and 2022, and related notes thereto which have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). All dollar amounts in this MD&A are United States dollars unless otherwise noted.

Additional information about the Company, including the Company's press releases, quarterly and annual reports, and Form 10-K, is available through the Company's filings with the securities regulatory authorities in Canada at www.sedarplus.com or the United States Securities Exchange Commission at www.sec.gov/edgar. Information about risks associated with investing in the Company's securities is contained in the Company's most recently filed 10-K.

Under U.S. federal securities laws, issuers must assess their foreign private issuer status as of the last business day of their second fiscal quarter. It was announced that more than 50% of the Company's common shares are held by U.S. shareholders, and the Company no longer meets the definition of a foreign private issuer under the United States securities laws. As a result, commencing in 2023, the Company is required to use forms and rules prescribed for U.S. domestic companies, including the requirement that financial statements be presented in accordance with U.S. GAAP instead of International Financial Reporting Standards ("IFRS"). The Company's common shares will continue to be listed on the TSX Venture Exchange and quoted on the OTCQB.

Company Profile

Lion Copper and Gold Corp. is a Canadian-based Company advancing its 100% owned flagship copper projects at Yerington, Nevada subject to an Option to Earn-in Agreement with Rio Tinto.

The Company also looks for opportunities to acquire projects on reasonable terms that have the potential to host large mineral deposits attractive to major mining companies. The Company is incorporated in British Columbia, Canada. Its registered and records offices are located at 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8.

On November 22, 2021, the Company changed its name from Quaterra Resources Inc. to Lion Copper and Gold Corp. The shares of the Company commenced trading under the new name at the open of trading on November 23, 2021. The Company's common shares are listed on the TSX Venture Exchange ("TSXV") under the symbol "LEO" and traded on the OTCQB Market under the symbol "LCGMF".

The Company prepares its consolidated financial statements on a going concern basis, which contemplates that the Company will be able to meet its commitments, continue operations and realize its assets and discharge its liabilities in the normal course of business for at least twelve months from the date of this report. The Company has incurred ongoing losses and expects to incur further losses in the advancement of its business activities. For the year ended December 31, 2023 and 2022, the Company incurred a net loss of $5,911,000 (2022 - $1,928,000). As at December 31, 2023, the Company had cash of $2,310,000 (2022 - $1,365,000), working capital deficit of $2,854,000 (2022 - $556,000) and an accumulated deficit of $126,663,000 (2022 - $121,834,000).

F-2

---

The Company continues to incur losses, has limited financial resources, and has no current source of revenue or cash flow generated from operating activities. To address its financing requirements, the Company plans to seek financing through, but not limited to, debt financing, equity financing and strategic alliances. However, there is no assurance that such financing will be available. If adequate financing is not available or cannot be obtained on a timely basis, the Company may be required to delay, reduce the scope of or eliminate one or more of its exploration programs or relinquish some or all of its rights under the existing option and acquisition agreements. The above factors give rise to material uncertainties that cast substantial doubt on the Company's ability to continue as a going concern.

If the going concern assumptions were not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying values of assets, liabilities, the reported expenses, and the consolidated balance sheet classifications used. Such adjustments could be material.

Mineral Properties

The following table summarizes the balance of exploration and evaluation assets as at December 31, 2023 and December 31, 2022 and the changes in exploration and evaluation assets for the years then ended.

		Singatse Peak Services ("SPS")															Lion CG ("LCG")			Quaterra Alaska ("QTA")						Falcon Copper Corp (formerly Blue Copper Resources Corp) ("FCC")
(In thousands of U.S. dollars)		MacArthur			Yerington			Bear			Wassuk			Copper Canyon			Chaco Bear & Ashton			Butte Valley			Blue Copper			Blue Copper			Muncy			Ground hog			Total
		$			$			$			$			$			$			$			$			$			$			$			$
Balance December 31, 2021		2,489			1,195			1,532			1,405			-			-			200			-			-			-			-			6,821
Acquisition costs		-			-			193			-			-			602			-			118			500			-			-			1,413
Assignment of Butte Valley		-			-			-			-			-			-			(200	)		-			-			-			-			(200	)
Transfer to FCC		-			-			-			-			-			-			-			(118	)		118			-			-			-
Paid by Rio Tinto		-			-			(150	)		-			-			-			-			-			-			-			-			(150	)
Total additions (disposals) for the year		-			-			43			-			-			602			(200	)		-			618			-			-			1,063
Balance December 31, 2022		2,489			1,195			1,575			1,405			-			602			-			-			618			-			-			7,884
Acquisition costs		-			-			231			-			10			-			-			-			260			95						596
Impairment		-			-			-			-			-			(602	)		-			-			-			-			-			(602	)
Paid by Rio Tinto		-			-			(231	)		-			-			-			-			-			-			-			-			(231	)
Total additions (disposals) for the year		-			-			-			-			10			(602	)		-			-			260			95			-			(237	)
Balance December 31, 2023		2,489			1,195			1,575			1,405			10			-			-			-			878			95			-			7,647

On June 1, 2023, Lion CG and Houston Minerals Ltd. terminated the option agreement surrounding the Chaco Bear and Ashton properties. As at December 31, 2023, Lion CG impaired the full balance of property and recognized $602,000 in impairment expense.

F-3

---

Total exploration expenditures recorded on the consolidated statement of operations are listed in the tables below:

Exploration expenditures incurred for the year ended December 31, 2023

		Singatse Peak Services																		Falcon Copper Corp
(In thousands of U.S. dollars)		MacArthur			Yerington			Bear			Wassuk			Prospects			Copper Canyon			Muncy			Groundhog			Blue Copper			Recon			Nevada			Arizona			Total
		$			$			$			$			$			$			$			$			$			$			$			$			$
Property maintenance		165			101			-			57			1			-			-			-			235			-			-			-			559
Assay & Labs		101			21			53			-			61			-			-			-			1			-			-			-			237
Drilling		192			60			1,400			-			304			-			-			-			-			-			-			-			1,956
Environmental		5			578			-			-			-			-			-			-			-			-			-			-			583
Geological & mapping		-			-			-			-			-			-			-			-			41			24			-			-			65
Geophysical surveys		29			20			74			-			-			-			117			-			149			10			64			117			580
Technical study		-			1,440			-			-			-			1			-			-			2			-			-			-			1,443
Field support		1			1			75			-			-			-			-			72			601			11			151			15			927
Total expenses incurred		493			2,221			1,602			57			366			1			117			72			1,029			45			215			132			6,350
Total Expenditures funded by Rio Tinto		(493	)		(2,221	)		(1,602	)		(57	)		(366	)		-			-			-			-			-			-			-			(4,739	)
Total Expenditures funded by Lion CG		-			-			-			-			-			1			117			72			1,029			45			215			132			1,611

Exploration expenditures incurred for the year ended December 31, 2022

		Singatse Peak Services												Lion CG						Quaterra Alaska						Falcon Copper Corp
(In thousands of U.S. dollars)		MacArthur			Yerington			Bear			Wassuk			Chaco Bear & Ashton			Groundhog			Butte Valley			Blue Copper			Groundhog			Blue Copper			Total
		$			$			$			$			$			$			$			$			$			$			$
Property maintenance		167			64			-			55			-						2			161			107			41			597
Assay & Labs		86			33			-			-			-			-			-			-			-			-			119
Drilling		478			437			-			-			-			-			-			-			-			-			915
Environmental		292			489			-			-			-			-			-			11			-			-			792
Geological & mapping		1			-			-			-			18			-			-			25			-			-			44
Geophysical surveys		61			1			5			-			-			-			11			59			-			35			172
Technical study		341			411			-			-			-			-			-			-			-			-			752
Field support		635			16			-			-			-			44			10			56			-			150			911
Total expenses incurred		2,061			1,451			5			55			18			44			23			312			107			226			4,302
Total Expenditures funded by Rio Tinto		(1,637	)		(1,394	)		-			(55	)		-			-			-			-			-			-			(3,086	)
Total Expenditures funded by Lion CG		424			57			5			-			18			44			23			312			107			226			1,216

F-4

---

Option to Earn-in Agreement with Rio Tinto

On March 18, 2022, the Company entered into an Option to Earn-in Agreement with Rio Tinto to advance studies and exploration at Lion CG's copper assets in Mason Valley, Nevada (the "Rio Tinto Agreement"). Under the agreement, Rio Tinto has the exclusive option to earn a 65% interest in the assets comprising Yerington, MacArthur, Wassuk, Bear and associated water rights (the "Mining Assets").

In addition, Rio Tinto will evaluate the potential commercial deployment of its Nuton technologies for the Yerington Copper Project. The Nuton technologies are proprietary Rio Tinto-developed copper heap leach related processing and modelling technologies, capability and intellectual property.

On April 27, 2022, the Company TSX Venture Exchange approved the Rio Tinto Agreement.

The status of the Rio Tinto Agreement is set out below.

Stage 1

Rio Tinto paid four million U.S. dollars ($4,000,000) for the agreed-upon Program of Work on the Mining Assets. Stage 1 was deemed completed on December 22, 2022.

Stage 2

Within forty-five (45) days of the completion of Stage 1, Rio Tinto was to provide notice to the Company whether Rio Tinto elected to proceed with Stage 2 (notice was provided), upon which Rio Tinto was to pay up to $5,000,000 for agreed-upon Mason Valley study and evaluation works to be completed by the Company within 12 months from the date that the parties agree upon the scope of Stage 2 work ($7,500 paid January 13, 2023, representing $5,000 for Stage 2 and $2,500 for Stage 3 in which some of the work has started for Stage 3 and a portion of the deposit has been used).

Stage 3 - Feasibility Study

Within sixty (60) days of the completion of Stage 2, Rio Tinto shall provide notice to the Company whether Rio Tinto will exercise its Option and fund a Feasibility Study based on the results of the Stage 1 and Stage 2 work programs. Rio Tinto will fully-fund the Feasibility Study and ancillary work completed by the Company in an amount composed of the aggregate of Stage 1 through 3 not to exceed $50,000,000.

Investment Decision

Upon completion of the Feasibility Study, Rio Tinto and the Company will decide whether to create an investment vehicle into which the Mining Assets will be transferred, with Rio Tinto holding not less than a 65% interest in the investment vehicle.

• If Rio Tinto elects to not to create the investment vehicle, then the Company shall grant to Rio Tinto a 1.5% NSR on the Mining Assets.

• If Rio Tinto elects to create the investment vehicle but the Company elects not to create the investment vehicle, then, at Rio Tinto's option, Lion CG shall create the investment vehicle and Rio Tinto will purchase the Company's interest in the investment vehicle for fair market value.

Project Financing

• Following the formation of the investment vehicle, any project financing costs incurred will be funded by Rio Tinto and the Company in proportion to their respective ownership interest in the investment vehicle.

• Rio Tinto may elect to fund up to $60,000,000 of the Company's project financing costs in exchange for a 10% increase in Rio Tinto's ownership percentage. In addition, upon mutual agreement of Rio Tinto and the Company, Rio Tinto may fund an additional $40,000,000 of the Company's project financing costs in exchange for an additional 5% increase in Rio Tinto's ownership percentage.

• If the Company's ownership percentage in the investment vehicle is diluted to 10% or less, then the Company's ownership interest will be converted into a 1% uncapped NSR.

On May 15, 2022, Rio Tinto approved the Stage 1 Work Program and provided $4,000,000 to the Company for the development of the Mason Valley projects, which has been completed as of December 31, 2022. The remaining funds of the $4,000,000 will be spent per agreement with Rio Tinto in 2023 for Stage 2.

F-5

---

On March 20, 2023, the Company and Rio Tinto formally agreed to proceed with the Stage 2 Program of Work and an advance on the Stage 3 Program of Work.

As at December 31, 2023, the Company was almost complete the stage 2a program of work (completed January 12, 2024). On January 4, 2024, $11,500,000 was received from Rio Tinto relating to Stage2b and Stage 3 programs of work.

The funds incurred in connection with this work program were offset against additions to mineral properties and general expenditures as follows:

(In thousands of U.S dollars)
Balance December 31, 2021		-
Proceeds received		4,000
Funds applied to capitalized mineral property expenditures		(150	)
Funds applied to exploration expenditures:
Property maintenance		(287	)
Assay & labs		(66	)
Drilling		(915	)
Environmental		(692	)
Geological & mapping		(1	)
Technical study		(495	)
Field support & other		(630	)
Funds applied to general operating expenditures		(151	)
Balance December 31, 2022		613
Proceeds received		7,500
Funds applied to capitalized mineral property expenditures		(231	)
Funds applied to reclamation deposits		(9	)
Funds applied to exploration expenditures:
Property maintenance		(323	)
Assay & labs		(236	)
Drilling		(1,957	)
Environmental		(583	)
Geophysical surveys		(123	)
Technical study		(1,440	)
Field support & other		(77	)
Funds applied to general operating expenditures		(1,777	)
Balance December 31, 2023		1,357

F-6

---

Yerington Copper Project, Nevada

The Yerington Copper Project ("Project") is located near the geographic center of Lyon County, Nevada, U.S.A., along the eastern flank of the Singatse Range. The Project is approximately 70 miles by road from Reno Nevada, 50 miles south of Tahoe-Reno Industrial Center, and 10 miles from the nearest rail spur of Wabuska.

The Project includes both the historical Yerington Property and the historic MacArthur Deposit located approximately 4.5 miles to the northwest. The Project is bordered on the east by the town of Yerington, Nevada which provides access via a network of paved and gravel roads that were used during previous mining operations. The Project consists of 5 fee simple parcels and 82 patented mining claims totaling 2,768 acres, and 1,113 unpatented lode and placer claims totaling 22,996 acres. The unpatented claims are located on lands administered by the U.S. Department of Interior, Bureau of Land Management (BLM).

Yerington Property, Nevada

The Yerington pit area has a rich history of exploration, with extensive drilling conducted by Anaconda, ultimately leading to the extraction of over 1.7 billion pounds of copper.

The Company has primarily focused its exploration efforts at the Yerington Property on drilling activities conducted along the accessible pit ramps and access roads surrounding the Yerington pit.

The Yerington Property produced approximately 162 million tons of ore grading 0.54% Cu, of which oxide copper ores amenable to leaching accounted for approximately 104 million tons. A 1971 snapshot of head grades shows oxide mill head grade averaging 0.53% Cu and sulfide grades ranging from 0.45% to 0.75% Cu.

The general geometry of copper mineralization below the Yerington pit is an elongate body extending 6,600 feet along a strike of S62ºE. The modeled mineralization has an average width of 2,000 feet and has been defined by drilling to an average depth of 400-500 feet below the pit bottom at the 3,500-foot elevation.

Oxide copper occurred throughout the extent of the Yerington pit, attracting the early prospectors who sank the Nevada-Empire shaft on copper showings located over the present-day south-central portion of the pit. To extract the copper oxides, Anaconda produced sulfuric acid on site, utilizing native sulfur mined and trucked from Anaconda's Leviathan Mine located approximately 70 miles west of Yerington.

MacArthur Deposit, Nevada

The MacArthur Deposit is a large copper mineralized system containing near-surface acid soluble copper and the potential for a significant primary sulfide resource that remains underexplored (IMC, 2022). The MacArthur Deposit is one of several copper deposits and prospects located near the town of Yerington that collectively comprise the Yerington Mining District. The MacArthur Deposit is underlain by Middle Jurassic granodiorite and quartz monzonite intruded by west-northwesterly-trending, moderate to steeply north-dipping quartz porphyry dike swarms.

The MacArthur Deposit consists of a 50 to 150-ft thick, tabular zone of secondary copper (in the form of oxides and/or chalcocite) covering an area of approximately two square miles. Limited drilling has also intersected underlying primary copper mineralization open to the north, but only partially tested to the west and east.

Oxide copper mineralization is most abundant and particularly well exposed in the walls of the legacy MacArthur pit. The most common copper mineral is chrysocolla; also present is black copper wad (neotocite) and trace cuprite and tenorite. The flat-lying zones of oxide copper mirror topography, exhibit strong fracture control and range in thickness from 50 to 100 feet. Secondary chalcocite mineralization forms a blanket up to 50 to 150 feet in thickness that is mixed with and underlies the oxide copper. Primary chalcopyrite mineralization has been intersected in several locations mixed with and below the chalcocite. The extent of the primary copper is unknown as many of the holes bottomed at 400 feet or less.

F-7

---

Bear Deposit, Nevada

The Bear Deposit consists of approximately 2,300 acres of private land located to the northeast of the Yerington Property, plus several hundred acres beneath the Yerington Property.

The Company has five option agreements, entered from March 2013 to May 2015, to acquire a 100% interest in private lands covering the Bear Deposit. Under the terms of these option agreements, as amended, the Company is required to make $5,988,290 in cash payments over 15 years ($5,453,290 paid) to maintain the exclusive right to purchase the land, mineral rights, and certain water rights and to conduct mineral exploration on these properties. Two of the properties are subject to a 2% NSR upon commencing commercial production, which can be reduced to a 1% NSR in consideration of $1,250,000 total.

Outstanding payments to keep the option agreements current are as follows, by year:

• $131,000 due in 2024
• $404,000 due in years 2025 to 2028

Outstanding consideration payments under the five option agreements are as follows:

• $1,250,000 for Taylor, purchase option expiring April 4, 2025
• $250,000 for Chisum, purchase option has no expiration date, $50,000 per year payment required for continuation
• $5,000,000 for Yerington Mining, purchase option expiring in Q4 2024
• Circle Bar N purchase option:
  • On or before June 15, 2025: $12,000,000
  • June 16, 2025 - June 15, 2026: $13,000,000
  • June 16, 2026 - June 15, 2027: $14,000,000
  • June 16, 2027 - June 15, 2028: $15,000,000
  • June 16, 2028 - June 15, 2029: $16,000,000
• $22,770,000 for Desert Pearl Farms, purchase option expiring in 2029

Wassuk Property, Nevada

The Wassuk Property consists of 310 unpatented lode claims totaling approximately 6,400 acres on lands administered by the BLM.

The Company fulfilled the Wassuk purchase option on January 14, 2023.

The property is subject to a 3% NSR royalty upon commencing commercial production, which can be reduced to a 2% NSR in consideration of $1,500,000.

Copper Canyon Property, Nevada

On August 21, 2023, the Company entered into a Purchase and Sale Agreement with Convergent Mining, LLC, whereby the Company purchased the title to the Copper Canyon claims from Convergent Mining, LLC upon closing of agreement. As consideration, the Company paid $10,000 in necessary claim fees. Further, the Company will be required to pay an Exploration fee to Convergent Mining, LLC calculated as:

• 5% of the first $2,000,000 of qualifying exploration costs, not exceeding $100,000

The Copper Canyon Property does not constitute a Mining Asset applicable to the Company's Rio Tinto Agreement.

F-8

---

Reconnaissance

During the year ended December 31, 2023, the Company, through Singatse Peak Services, incurred $366,000 in evaluation expenditures, which was covered by Rio Tinto, on other prospects located within the Mining Assets, subject to the Rio Tinto Agreement, in order to determine whether they warranted further pursuit.

Chaco Bear and Ashton Properties, British Columbia

On June 1, 2023, Lion CG and Houston terminated the option agreement which resulted in Lion CG defaulting on the Chaco Bear and Ashton properties. As at December 31, 2023, Lion CG impaired the full balance of properties and recognized $602,000 in impairment expense.

FALCON COPPER CORP.

Blue Copper Project, Montana

A Butte-style copper-gold system in Powell County and Lewis & Clark County in Montana, located 45 miles north of the world famous Butte, Montana copper mines. District-scale consolidation sitting on top of a prolific placer gold system with extensive copper showings.

Schell Creek Project, Nevada

The Schell Creek Project is composed of the Cabin and Muncy Properties in White Pine County, Nevada, which represent two copper immediately adjacent targets composed of approximately 15,000 acres of mineral claims.

The Cabin Property represents a potential major copper-moly porphyry discovery concealed beneath the Spring Valley pediment within a district-scale BLM land package, located immediately north of the Muncy Property.

Muncy Option to Joint Venture Agreement

On November 22, 2023, Falcon Copper Corp. entered into an Option to Joint Venture Agreement with Kennecott Exploration Company ("Kennecott"), a Rio Tinto subsidiary.

Pursuant to the Agreement, Kennecott grants FCC the sole and exclusive right and option to acquire 100% interest in the Muncy Property. To exercise this option, FCC must satisfy the following:

• pay the Payment Commitment of $95,059 to Kennecott on or before the Effective Date of November 22, 2023 (Paid);
• incur exploration expenditures of $1,500,000 with respect to the Muncy Property and $1,000,000 with respect to the Cabin Property on or before November 22, 2025.

Upon FCC satisfying the exploration expenditures, Kennecott has the option to opt in for 40% of an asset-level joint venture for the Schell Creek Project; if Kennecott chooses to not opt in, FCC takes 100% ownership of the Muncy Property, along with the Cabin Property, with a Muncy Property royalty granted to Rio Tinto.

If FCC decides to terminate the option at any time, they will grant Kennecott a 2.0% net smelter royalty in the Cabin Property. After this is done, the agreement, except for specified sections, will terminate

If Kennecott elects not to form a joint venture, Kennecott must transfer all their rights in the Muncy Property to the FCC. In return, FCC will grant the optionor a 2.0% net smelter royalty (NSR) in the Properties. Before FCC decides to develop a commercial mining operation on any portion of the Properties, FCC has the right to reduce the net smelter royalty (NSR) from 2.0% to 1.0% by paying the optionor $10,000,000 in cash.

F-10

---

Pioneer, Arizona

An approximate 1,300 acre covered target area prospective for high grade primary or enriched porphyry copper mineralization located within Arizona's prolific Copper Triangle - within 10 miles of the Resolution & Ray mines.

Groundhog, Alaska

On April 20, 2017, the Company signed an agreement with Chuchuna Minerals Company, an Alaska corporation, giving it an option to purchase a 90% interest in the Groundhog copper prospect, a property located on an established copper porphyry belt, two hundred miles southwest of Anchorage, Alaska. The Groundhog claims cover the northern extension of a structural zone that hosts a number of porphyry copper-gold prospects.

On December 13, 2022, the Groundhog property was transferred from Quaterra Alaska to Falcon Copper Corp.

To earn the 90% interest, FCC must fund a total of $5,000,000 (approximately $3,000,000 funded) of exploration expenditures and make a lump sum payment to Chuchuna of $3,000,000 by the end of April 20, 2024. FCC can terminate the agreement at its discretion.

The property is subject to a 1.75% NSR upon commencing commercial production, which can be reduced to a 0.875% NSR royalty in consideration of $25,000,000.

Reconnaissance

FCC incurred evaluation expenditures on reconnaissance in Nevada, Montana and Arizona properties in order to determine whether they warranted further pursuit.

BLUE COPPER ROYALTIES, LLC

Blue Copper Royalties, LLC holds the Butte Valley Royalty and the Nieves interest.

The Butte Valley Royalty is represented by a 1.0% NSR, subject to a buy-down to a 0.5% NSR in exchange for an aggregate payment of $15,000,000.

The Nieves Interest is represented by a 5% net profits interest associated with the Nieves Silver property in Mexico.

Performance Highlights

On January 13, 2023, the Company reached an agreement with Rio Tinto on the scope of the Stage 2 Program of Work. As a result, the Company received $7,500,000, comprising of $5,000,000 for Stage 2 work and $2,500,000 as an immediate advance on part of the Stage 3 financing.

On March 20, 2023, the Company and Rio Tinto agreed on the detailed scope for the Stage 2 and Stage 3 Programs of Work as described as follows.

Yerington Copper Project

No loss-time accidents were incurred by the Company or its contractors during the year ending December 31, 2023. The following Stage 2a and Stage 3 Programs of Work were performed by the Company.

F-11

---

Permitting and Stakeholder Engagement

The strategy for permitting and stakeholder engagement was developed. Initial baseline studies to support engineering, while minimizing impacts to resources and one-one-one outreach was completed with a diverse range of stakeholders.

The following activities have been completed and/or are underway.

• MacArthur Exploration Plan of Operations Update
• Water Resources studies (surface and groundwater)
• Wildlife Baseline
• Stakeholder Engagement Plan / strategy development
• Permitting Plan / strategy development

Engineering Studies

The following were completed and provide the project with the basis for the Stage 2b Pre-Feasibility Study.

• Yerington Pit Dewatering Studies
• Pyrite Studies
• Mining Studies
• Sulfuric Acid Studies
• Front End Engineering Design

Exploration

The exploration program met and exceeded the original objectives set out in the Stage 3 Advance for exploration. Notable outcomes include the following.

• Identification of an ~1,800 ft northwest extension of known mineralization of the Bear Deposit
• Identification of 10 to 20 ft zones of chalcocite enrichment at MacArthur
• Drill testing of the Reno Prospect, where two drill holes remain cased for future core drilling to test for deeper geophysical induced polarization ("IP) highs
• Drill testing of the Singatse Target, which identified strong sodic-calcic alteration
• Completion of a surface geochemical grid over the Reno Prospect area
• Completion of a surface geochemical grid over the MacArthur-Mason Pass area
• Identification of an IP target over the Thanksgiving mine area that correlates with a previously identified magnetic high
• Identification of an IP target on the southwest portion of the Bear Deposit

Water Rights

On July 23, 2021, the Company received a notice from the State of Nevada that three water rights permits had been forfeited. Further, the application for an extension of time to prevent forfeiture of a fourth certificate was denied. On August 20, 2021, the Company filed a Petition for Judicial Review of the Forfeiture Notice and has retained legal counsel to undertake the appeal process. SPS subsequently filed and was granted a Stay of the Forfeiture Notice on September 15, 2021. SPS filed its Opening Brief on March 28, 2022. The State Engineer filed its Answering Brief on July 8, 2022. SPS filed its Reply Brief on August 25, 2022. A hearing regarding the status of the forfeiture appeal was held in the Third Judicial Court District in Lyon County on November 4, 2022. On December 6, 2022, the Judge remanded the case back to the State for further written findings based on issues raised at the hearing.

On August 30, 2023, SPS received written notice from the Nevada State Engineer in response to the Remand Order that the three water rights applications for Extensions of Time were denied and declared forfeited. The fourth certificate was not forfeited although the Extension of Time has not yet been approved. On September 28, 2023 SPS simultaneously timely filed an Amended Petition for Review and a Complaint for Equitable Relief with the Third Judicial District Court in Lyon County, Nevada seeking judicial relief from the August 30 Forfeiture Notice. On October 10, 2023, the Judge signed an order granting a Stipulated Stay of the August 30, 2023 Forfeiture Notice while the appeal process is ongoing. Just as SPS did with the initial forfeiture decision that was remanded by the Court, SPS will diligently defend against the wrongful forfeiture of its water rights with clear evidence of the need for those water rights in mine remediation, production and reclamation.

F-12

---

On January 16, 2024, the Company filed its Opening Brief with the Lyon County Circuit Court requesting the Court reverse the State Engineer's 2021 and 2023 forfeiture decisions. The Company is awaiting a response from the Court. The Opening Brief was filed with the court as a continuation of its efforts to appeal the State's wrongful decision to forfeit three primary ground water rights permits. The legal approach is currently following two paths: First, the Company appealed the State Engineer's forfeiture decision asking the court to overturn the decision as unlawful. Second, the Company also filed a complaint requesting equitable relief from the court requesting the judge reinstate the water rights. At the Company's request, the Court stayed the decisions of the State Engineer related to the Company's water rights. In parallel with the legal appeal process, the Company also continues to evaluate opportunities for non-judicial settlement discussions with the State.

The Company will continue to diligently defend against the wrongful forfeiture of its water rights with clear evidence of the need for those water rights in mine remediation, production and reclamation.

Investment in Associate

On April 5, 2022, the Company received 16,049,444 shares in Falcon Butte in connection with a property acquisition agreement to assign the Company's options to acquire the Butte Valley property. At the time of acquisition, the 16,049,444 shares represented 25.54% of shares outstanding, and as at December 31, 2023, the Company's share ownership was reduced to 20.48%. The Company and Falcon Butte have one common director and managerial personnel, as such, management has assessed that the Company has significant influence over Falcon Butte and that the investment should be accounted for using the equity method of accounting.

The initial balance of the investment was determined to be $1,906,000 ($2,374,000 CAD) which represents the fair value of the shares received. The value of the shares was determined based on Falcon Butte's financing that closed concurrently with the property acquisition. The Company's share of net loss for the period from acquisition on April 5, 2022 to December 31, 2022 and for the year ended December 31, 2023, was $389,000 and $288,000, respectively. The portion of net loss attributable to the Company was determined using the weighted average percentage of voting rights held by the Company throughout the period.

On December 8, 2022, the Company transferred 116,071 shares of Falcon Butte to the CEO of the Company, pursuant to amended terms of the CEO's employment agreement. The cost value of the shares associated with the transfer was determined to be $13,000 and a gain of $19,000 was recorded on the transaction.

On February 24, 2023, the Company transferred 116,071 shares of Falcon Butte to the CEO of the Company, pursuant to amended terms of the CEO's employment agreement. The cost value of the shares associated with the transfer was determined to be $11,000 and a gain of $22,000 was recorded on the transaction.

Non-Controlling Interest

On December 13, 2022, Quaterra Alaska assigned and transferred all right, title and interest in the Groundhog property, Butte Valley Royalty, 100% of the outstanding membership interest held in Blue Copper LLC, and the interest in the Nieves project to Falcon Copper Corp.

As consideration, on the date of transfer of assets to Falcon Copper Corp, Quaterra Alaska was issued 57,513,764 common shares of Falcon Copper Corp which represented 79.3% of all issued and outstanding shares at December 13, 2022 and December 31, 2022.

On March 2, 2023, Falcon Copper Corp completed a financing through a private placement, raising $2,000,000 by issuing 23,809,524 units at a price of $0.084 per unit. Each unit consists of one common share and one common share purchase warrant exercisable at $0.15 for 1 year.

F-13

---

In addition, the private placement was considered a "triggering event" for Simple Agreements for Future Equity ("SAFE Notes"). FCC had previously raised $867,500 in SAFE Notes, and were converted into equity of FCC, resulting in FCC issuing an additional 21,629,382 common shares.

On September 6, 2023, Falcon Copper Corp., a Wyoming corporation, carried out a re-organization of its assets and capital structure (the transaction described herein is referred to as the "Reorganization"). On August 25, 2023 a new entity, Blue Copper Royalties, LLC ("BCR LLC") was organized in Wyoming. BCR LLC subsequently adopted an Operating Agreement that provided for issuance of LLC Interests to its Members in the same amounts as shares issued to Shareholders of FCC. On September 6, 2023, two of the mining assets, commonly referred to as the Butte Valley Royalty and the Nieves Royalty, that had been held by FCC were assigned to BCR LLC in exchange for 100% of the issued and outstanding LLC Interests of BCR LLC. The Nieves Royalty may only be transferred with the written consent of a third party which was received October 23, 2023 resulting in the Nieves property transferring immediately. The same LLC interests were immediately distributed pro rata to the shareholders of FCC. Furthermore, FCC had previously issued Warrants to purchase 7,936,508 (total of 23,809,524 common share purchase warrants) shares of Common Stock of FCC at a Warrant Price of $0.1500 per Share. As part of the Reorganization, these Warrants were exchanged by the Warrant Holders for two new Warrants; one issued by FCC to purchase 7,936,508 Shares of FCC at a Warrant Price of $0.1332 per Share, and the other issued by BCR LLC to purchase 7,936,508 LLC Units of BCR LLC at a Warrant Price of $0.0168 per LLC Unit. The exchange transaction was accounted for under ASC 815 whereby the effect of the exchange was measured as the excess of the fair value of the exchanged warrant over the fair value of the warrant immediately before it is exchanged. Using this method, the effect of the exchange was calculated to be $Nil. As a result of the Reorganization and the issuance and distribution of these LLC Interests, each shareholder of FCC holds the same percentage interest in FCC as the shareholders holds in BCR LLC.

Additionally, the Warrant Holders now holds two Warrants, one issued by each of FCC and BCR LLC, with the aggregate value of the two warrants equal to the aggregate value of the Warrant that they held prior to the exchange. The net effect is that the capital structure of BCR LLC matches the capital structure of FCC, including the issuance of new Warrants, and the Butte Valley Royalty and Nieves Royalty are now held by BCR LLC rather than FCC.

After the events described above, the Company held 57,513,764 common shares out of 117,952,674 shares issued and outstanding, representing 47.7% ownership on a Non-Diluted Basis. Management has determined that control over FCC and BCR LLC exists as at December 31, 2023.

Simple Agreement for Future Equity

During the year ended December 31, 2022, Falcon Copper Corp. raised $197,500 with a valuation cap of $1,450,000 and $569,000 with a valuation cap of $4,120,000, respectively, by entering into Simple Agreement for Future Equity Notes with several parties.

During the year ended December 31, 2023, FCC raised an additional $100,000 with a valuation cap of $4,120,000 by entering into SAFE notes with several parties. The private placement was considered a triggering event, and the face value of SAFE Notes of $868,000 were converted into common shares of FCC resulting in 21,629,382 common shares being issued.

The valuation cap provides the basis for the price at which the SAFE notes are converted into common stock of FCC.

The SAFE Notes resulted in cash proceeds to the Company in exchange for the right to stock of the Company, or cash at a future date in the occurrence of certain events, as follows:

If there is an equity financing before the expiration or termination of the instrument, the Company will automatically issue to the investor, a number of shares of common stock equal to the purchase amount divided by the conversion price. The conversion price is equal to the price per share equal to the Valuation Cap divided by the Company capitalization immediately prior to the transaction.

If there is a liquidity event before the expiration or termination of the instrument, the investor will, at its option, either (i) receive a cash payment equal to the purchase amount, or (ii) automatically receive from the Company a number of shares of common stock equal to the purchase amount divided by the liquidity price, if the investor fails to select the cash option.

F-14

---

If there is a dissolution event before the instrument expires or terminates, the Company will pay an amount equal to the purchase amount, due and payable to the investor immediately prior to, or concurrent with, the consummation of the dissolution event.

The SAFE notes were classified as liabilities pursuant to ASC 480 as certain redemptions are based upon the occurrence of certain events that are outside of the control of the Company and were measured at fair value at each reporting period, with changes in fair value recorded within the Consolidated Statements of Operations.

On March 2, 2023, as a result of the closing of an equity financing, the SAFE notes were converted into 21,629,382 common shares valued at $1,536,000.

Proposed Transactions

The Company has no proposed transactions other than as disclosed in this MD&A.

F-15

---

Results of Operations

The following table summarizes the Company's financial results for the years ended December 31, 2023, and 2022.

Years ended December 31, (In thousands of U.S. dollars)		2023 $			2022 $			Change $			Change %
Operating expenses
Exploration expenditures		6,350			4,302			2,048			32%
Rio Tinto Deposit		(6,516	)		(3,237	)		(3,279	)		50%
General Office		194			140			54			28%
Interest		432			144			288			67%
Insurance		74			61			13			18%
Investor Relations		21			52			(31	)		(148%)
Professional fees		1,525			715			810			53%
Rent		15			14			1			7%
Salaries and benefits		1,368			733			635			46%
Share-based payments		1,133			1,173			(40	)		(4%)
Transfer agent and regulatory		85			104			(19	)		(22%)
Travel		62			54			8			13%
Operating loss		(4,743	)		(4,255	)		(488	)		10%
Fair value gain on derivative liabilities		356			429			(73	)		(21%)
Foreign exchange gain (loss)		(2	)		13			(15	)		750%
Gain on settlement of debt		-			20			(20	)		(100%)
Gain on sale of Butte Valley		-			2,207			(2,207	)		(100%)
Gain on transfer of share		22			19			3			14%
Accretion expense		(460	)		(108	)		(352	)		77%
NSR buy-down		-			500			(500	)		(100%)
Share of loss in associate		(288	)		(389	)		101			(35%)
Interest and other income		111			-			111			100%
Impairment of mineral properties		(602	)		-			(602	)		100%
Loss on revaluation of SAFE notes		(305	)		(364	)		59			(19%)
Net and comprehensive loss		(5,911	)		(1,928	)		(3,983	)		67%

For the year ended December 31, 2023, the Company incurred a net loss of $5,911,000 compared to a net loss of $1,928,000 in the prior year. The increase in net loss of $3,983,000 is primarily due to a gain of $2,207,000 resulting from the sale of the Company's Butte Valley property that was recognized during the comparative year. Also, during the year ended December 31, 2023, the Company terminated its option agreement on the Chaco Bear & Ashton property, resulting in an impairment expense of $602,000, exclusive to this year.

Additionally, professional fees experienced an increase of $810,000 primarily stemming from escalated legal expenses associated with addressing the water rights matter concerning the MacArthur and Yerington Properties, accounting fees related to financial reporting across all entities, and consulting fees disbursed to several mining consultants.

Furthermore, the Company recorded income of $500,000 during the year ended December 31, 2022 relating to the buy-down of certain NSR which was exclusive to 2022. The Company also recognized $460,000 in accretion expense for the year ended December 31, 2023 for the accretion of convertible debt which only began during the latter half of the year ended December 31, 2022.

F-16

---

The increase in net loss is partially offset by the following:

• During the year ended December 31, 2023, the Company recognized $305,000 in losses relating to the revaluation of SAFE notes that matured during 2023. During the year ended December 31, 2022, the Company recognized a loss of $364,000.
• During the year ended December 31, 2023, the Company recognized $288,000 relating to the Company's share of losses in the Company's investment in Falcon Butte whereas during the year ended December 31, 2022, the Company recognized a loss of $389,000.

Summary of Quarterly Financial Information

For the three months ended December 31 2023 the Company incurred a net loss of $1,616,000 compared to a net loss of $2,318,000 during the three months ended September 30, 2023. The decrease in net loss is primarily because during the three months ended September 30, 2023, the Company granted 23,194,737 stock options which all completely vested during the period, resulting in $1,269,000 in share-based payments being recognized. There were no stock options granted during the three months ended December 31, 2023, resulting in $Nil in share-based payments being recognized during the period. This is partially offset by the loss recognized on the change in fair value of the derivative liabilities of $131,000 for the three months ended December 31, 2023, compared to the gain of $6,000 recognized for the three months ended September 30, 2023.

The following table sets out the quarterly financial information for each of the last eight quarters:

(In thousands of U.S. dollars except for per share amount)		Q4'23			Q3'23			Q2'23			Q1'23			Q4'22			Q3'22			Q2'22			Q1'22
General administration		(1,161	)		(2,148	)		(723	)		(877	)		(515	)		(795	)		(1,002	)		(878	)
Fair value (loss) gain on derivative liabilities		(131	)		6			1,421			(940	)		377			17			(2	)		37
Foreign exchange gain (loss)		(2	)		-			-			-			(11	)		12			3			9
Other Income		16			32			51			12			-			-			-			-
Loss on settlement of convertible notes		-			-			-			-			-			-			-			-
Gain on transfer of shares		-			-			-			22			19			-			-			-
Gain on settlement of debt		-			-			-			-			-			14			6			-
Accretion		(136	)		(129	)		(121	)		(74	)		(57	)		(47	)		(4	)		-
Gain on sale of Butte Valley		-			-			-			-			-			-			2,207			-
Loss on revaluation of SAFE notes		-			-			-			(305	)		(364	)		-			-			-
NSR buy-down		-			-			-			-			-			250			250			-
Share of loss of investment in associate		(287	)		3			22			(26	)		(316	)		(42	)		(31	)		-
Exploration Expenditures		(1,597	)		(1,344	)		(2,159	)		(1,250	)		(1,370	)		(1,020	)		(1,339	)		(573	)
Rio Tinto Deposit		1,682			1,262			2,250			1,322			1,104			464			1,669			-
Impairment of mineral properties		-			-			(602	)		-			-			-			-			-
Gain (loss) on marketable securities		-			-			-			-			-			-			-			-
Net loss		(1,616	)		(2,318	)		139			(2,116	)		(1,133	)		(1,147	)		1,757			(1,405	)
Basic income (loss) per share		(0.01	)		(0.01	)		0.00			(0.01	)		(0.00	)		(0.00	)		0.00			(0.01	)

Liquidity and Capital Resources

The Company is an exploration stage company that has not earned any production revenue. Its operations have been dependent mainly on the Rio-Tinto agreement and private placements in the last few years without diluting shareholders' value. The Company may have capital requirements in excess of its currently available resources. In the event the Company's plans change, its assumptions change or prove inaccurate, or its capital resources in addition to projected cash flow, if any, prove to be insufficient to fund operations, the Company may be required to seek additional financing. There can be no assurance that the Company will have sufficient financing to meet its future capital requirements or that additional financing will be available on terms acceptable to the Company in the future.

F-17

---

The following table summarizes the Company's cash flows for the years ended December 31, 2023, and 2022:

(In thousands of U.S. dollars)		2023			2022
Cash obtained from (used in) operating activities	$	(2,389	)	$	(1,786	)
Cash provided by (used in) investing activities		(351	)		(554	)
Cash provided by financing activities		3,685			2,863
Increase (decrease) in cash		945			523
Cash, beginning of year		1,365			842
Cash, end of year	$	2,310		$	1,365

As at December 31, 2023, the Company had cash of $2,310,000 (2022 - $ 1,365,000) and working capital deficit of $2,854,000 (2022 - $556,000). The decrease in working capital of $2,298,000 is primarily due to the reclassification of $3,544,000 in convertible debentures from long term to current. This is partially offset by the completion of Blue Copper Resources Corp's equity financing of $2,000,000 and maturing of SAFE notes.

As of December 31, 2023, the Company had convertible debentures with a face value of $3,306,000 and a carrying value of $3,544,000.

The first two tranches of the debentures bear interest at a rate of 14% per annum and mature on February 17, 2024, and March 8, 2024 and are convertible into shares of the Company at $0.067 ($0.085 CAD) per share until June 17, 2023 and July 8, 2023, and thereafter at $0.078 ($0.10 CAD) per share. The holder also has the option to elect at any time prior to the election date to be repaid by way of shares the Company owns of Falcon Butte at the rate of $0.25 per Falcon Butte share.

The third tranche of the debentures bear interest at a rate of 14% per annum and matures on November 2, 2024 and are convertible into shares of the Company at $0.070 ($0.095 CAD) per share until January 2, 2024, and thereafter at $0.074 ($0.10 CAD) per share. The holder also has the option to elect at any time prior to the election date to be repaid by way of shares the Company owns of Falcon Butte at the rate of $0.28 per Falcon Butte share.

The Company has no operating revenues and therefore must utilize its cashflows from financing transactions to maintain its capacity to meet ongoing operating activities.

Related Party Information

The Company's related parties include its directors and officers whose remuneration was as follows, subject to change of control provisions for officers:

(In thousands of U.S. dollars)		Year ended December 31, 2023			Year ended December 31, 2022
Salaries (1)	$	450		$	504
Director's fees (2)		21			13
Share-based payments (3)		796			904
Interest on convertible debenture (4)		237			53
	$	1,504		$	1,474

(1) Charles Travis Naugle, CEO - $250 (2022 - $250); Stephen Goodman, President, CFO and Corporate Secretary - $200 (2022 - $200); Thomas Patton, Director - $Nil (2022 - $54).

(2) Thomas Pressello, Former Director - $21 (2022 - $13).

(3) Charles Travis Naugle, CEO - $214 (2022 - $367); Stephen Goodman, President, CFO and Corporate Secretary - $166 (2022 - $251); Thomas Patton, Director - $54 (2022 - $46); Thomas Pressello, Former Director - $54 (2022 - $73); Tony Alford, Director - $308 (2022 - $167).

(4) Charles Travis Naugle, CEO - $35 (2022 - $10); Tony Alford, Director - $193 (2022 - $39); Ekaterina Naugle, spouse of the CEO - $4 (2022 - $2); Stephen Goodman, President, CFO and Corporate Secretary $4 (2022 - $1); Thomas Pressello, Director - $1 (2022 - $1)

F-18

---

Other transactions for the year ended December 31, 2023:

As a result, for the year ended December 31, 2023, the CEO of the Company was paid as follows:

• $206,667 in cash
• $43,333 in Falcon Butte shares.

Other transactions for the year ended December 31, 2022

On April 5, 2022, the Company completed the assignment of the two option agreements for the Butte Valley property. Pursuant to the assignment agreement, Lion CG received 16,049,444 common shares of Falcon Butte. In addition, the Company received a payment of $500,000 from Falcon Butte, as reimbursement of exploration expenditures and related costs incurred by the Company on the Butte Valley Property. The Company recorded a gain of $2,207,000 on the sale of the Butte Valley property.

On April 13, 2022, the Company amended the agreement. Pursuant to the addendum Falcon Butte would pay a total of $500,000 in exchange for a 0.5% buy-down and retirement of certain NSRs. As of December 31, 2022, the Company received $500,000.

F-19

---

On May 18, 2022, at AGM, Charles Travis Naugle, CEO and Stephen Goodman, President and CFO, were each granted 4,000,000 RSUs.

Outstanding Share Information at Date of Report

Authorized: Unlimited number of common shares

Number of common shares issued and outstanding as of the date of the MD&A: 382,792,710

Number of stock options outstanding as of the date of the MD&A: 63,534,020

Number of warrants outstanding as of the date of the MD&A: 130,970,408

Number of restricted share units outstanding as of the date of the MD&A: Nil

F-20

---

As of December 31, 2023, the number of stock options outstanding and exercisable were:

Expiry date		Exercise price (CAD)			Number of options outstanding			Remaining contractual life in years			Number of options exercisable
June 21, 2024		0.07			1,900,000			0.47			1,900,000
August 8, 2024		0.06			500,000			0.61			500,000
June 20, 2025		0.08			2,450,000			1.47			2,450,000
August 18, 2025		0.072			2,394,283			1.63			2,394,283
June 18, 2026		0.25			3,950,000			2.47			3,950,000
September 17, 2026		0.11			4,500,000			2.72			4,500,000
October 21, 2026		0.09			2,700,000			2.81			2,700,000
May 25, 2027		0.085			8,300,000			3.40			8,300,000
March 2, 2028		0.095			350,000			4.17			350,000
July 21, 2028		0.080			22,194,737			4.56			22,194,737
Outstanding, December 31, 2023					49,239,020						49,239,020

As at the date of the MDA, the number of stock options outstanding and exercisable were:

Expiry date		Exercise price (CAD)			Number of options outstanding			Remaining contractual life in years			Number of options exercisable
June 21, 2024		0.07			1,900,000			0.73			1,900,000
August 8, 2024		0.06			500,000			0.86			500,000
June 20, 2025		0.08			2,450,000			1.72			2,450,000
August 18, 2025		0.072			2,394,283			1.88			2,394,283
June 18, 2026		0.25			3,950,000			2.72			3,950,000
September 17, 2026		0.11			4,500,000			2.97			4,500,000
October 21, 2026		0.09			2,700,000			3.06			2,700,000
May 25, 2027		0.085			8,300,000			3.65			8,300,000
March 2, 2028		0.095			350,000			4.42			350,000
July 21, 2028		0.080			22,194,737			4.81			22,194,737
March 4, 2029		0.07			14,295,000			4.93			14,295,000
Outstanding, as at the date of the MD&A					63,534,020						63,534,020

As of December 31, 2022, the number of stock options outstanding and exercisable were:

Expiry date		Exercise price (CAD)			Number of options outstanding			Remaining contractual life in years			Number of options exercisable
September 20, 2023		0.06			1,470,000			0.72			1,470,000
June 21, 2024		0.07			1,900,000			1.47			1,900,000
August 8, 2024		0.06			500,000			1.61			500,000
June 20, 2025		0.08			2,450,000			2.47			2,450,000
August 18, 2025		0.072			2,394,283			2.63			2,394,283
June 18, 2026		0.25			3,950,000			3.47			3,950,000
September 17, 2026		0.11			4,500,000			3.72			4,500,000
October 21, 2026		0.09			2,700,000			3.81			2,700,000
December 12, 2026		0.12			750,000			3.95			750,000
May 25, 2027		0.085			9,000,000			4.40			9,000,000
Outstanding, December 31, 2022					29,614,283						29,614,283

F-21

---

The following table summarizes warrants outstanding as of the date of the MD&A, as at December 31, 2023 and December 31, 2022:

Expiry date	Currency		Exercise price			Date of MD&A			December 31, 2023			December 31, 2022
September 13, 2024	USD		0.10			26,488,733			26,488,733			26,488,733
September 27, 2024	USD		0.10			13,152,909			13,152,909			13,152,909
October 21, 2024	USD		0.10			31,672,632			31,672,632			31,672,632
February 17, 2024	USD		0.067			-			16,044,774			16,044,774
March 8, 2024	USD		0.067			-			13,805,964			13,805,964
November 2, 2024	USD		0.070			16,041,732			18,461,015			-
February 16, 2025	USD		0.060			15,696,882			-			-
March 8, 2029	USD		0.056			23,809,522			-			-
March 8, 2029	USD		0.056			4,107,998			-			-
Outstanding						130,970,408			119,626,027			101,165,012

The following table summarizes Restricted share units outstanding as of the date of the MD&A, as of December 31, 2023 and December 31, 2022:

Grant Date	Date of MD&A	December 31, 2023	December 31, 2022
June 3, 2022	-	-	5,333,334
Outstanding	-	-	5,333,334

Risks Factors and Uncertainties

The Company is subject to many risks and uncertainties, each of which could have an adverse effect on the results, business prospects or financial position.

The board of directors has overall responsibility for establishing and oversight of the Company's risk management framework. The Company examines the various financial instrument risks to which it is exposed and assesses the impact and likelihood of those risks. Financial instruments consist of cash, accounts payable, derivative liabilities and convertible debentures.

Financial instruments recorded at fair value on the consolidated balance sheets are classified using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. The three levels of the fair value hierarchy are:

• Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
• Level 3 - Inputs that are not based on observable market data.

The Company's activities expose it to financial risks of varying degrees of significance, which could affect its ability to achieve its strategic objectives for growth and shareholder returns. The principal financial risks to which the Company is exposed are, liquidity risk, currency risk, interest rate risk, credit risk and commodity price risk. The Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework and reviews the Company's policies on an ongoing basis.

a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. To mitigate this risk, the Company has a planning and budgeting process in place to determine the funds required to support its ongoing operations and capital expenditures. The Company ensures that sufficient funds are raised from equity offerings or debt financings to meet its operating requirements, after considering existing cash and expected exercise of stock options and share purchase warrants.

F-22

---

b) Currency risk

Foreign exchange risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company operates in the United States and Canada; therefore, it is exposed to currency risk from transactions denominated in CAD. Currently, the Company does not have any foreign exchange hedge programs and manages its operational CAD requirements through spot purchases in the foreign exchange markets. Based on CAD financial assets and liabilities' magnitude, the Company does not have material sensitivity to CAD to USD exchange rates.

c) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company is exposed to the interest rate risk on its liabilities through its outstanding borrowings and the interest earned on cash balances. The Company monitors its exposure to interest rates and maintains an investment policy that focuses primarily on the preservation of capital and liquidity.

d) Credit risk

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is exposed to credit risk through its cash and cash equivalents. Cash and cash equivalents are held in large Canadian financial institutions that have high credit ratings assigned by international credit rating agencies.

Subsequent Events

On January 4, 2024, the Company received $11,500,000 in relation to the amendment to its earn-in agreement with Rio Tinto. $10,000,000 pertains to the Stage 2b program of work and the additional $1,500,000 pertains to an advance on Stage 3 funding for exploration on certain portions of the Bear deposit.

On January 12, 2024, BCR LLC amended the common stock purchase warrant dated September 6, 2023. The purpose of the amendment is to extend the expiration date of 23,809,524 warrants issued from March 2, 2024, to September 2, 2025.

On January 16, 2024, the Company filed its Opening Brief with the Lyon County Circuit Court requesting the Court reverse the State Engineer's 2021 and 2023 forfeiture decisions. The Company is awaiting a response from the Court. The Opening Brief was filed with the court as a continuation of its efforts to appeal the State's wrongful decision to forfeit three primary ground water rights permits. The legal approach is currently following two paths: First, the Company appealed the State Engineer's forfeiture decision asking the court to overturn the decision as unlawful. Second, the Company also filed a complaint requesting equitable relief from the court requesting the judge reinstate the water rights. At the Company's request, the Court stayed the decisions of the State Engineer related to the Company's water rights. In parallel with the legal appeal process, the Company also continues to evaluate opportunities for non-judicial settlement discussions with the State. SPS will continue to diligently defend against the wrongful forfeiture of its water rights with clear evidence of the need for those water rights in mine remediation, production and reclamation.

On January 23, 2024, FCC amended the common stock purchase warrant dated September 6, 2023. The purpose of the amendment is to extend the expiration date of 23,809,524 warrants issued from March 2, 2024, to September 2, 2025.

On February 5, 2024, FCC issued 2,586,207 common shares at a price of $0.116/share for a total proceeds of $300,000. Following the recently concluded financing, the ownership stake of LCG in QTA now stands at 46.65%.

On February 15, 2024, the Company announced the restructuring of its existing debentures, comprising $2,000,000 principal for the debentures issued in 2022 and $1,306,000 principal for the debentures issued in 2023. Under the restructuring plan, the company offered up to $3,950,000 in new senior unsecured debentures, featuring a 20% annual interest rate and maturing in 12 months from the restructuring date. The restructuring offers holders of the new debentures the flexibility to convert accrued interest into common shares of the Company at a conversion price determined by the Market Price as defined in TSX Venture Exchange policies on the conversion date. Alternatively, they can opt for conversion at a fixed price of US$0.06 (C$0.08) per share. Additionally, holders have the option to convert into common shares of Falcon Butte, at a set price of US$0.25 (C$0.32) per share. Additionally, warrants are issued alongside the new debentures, allowing holders to purchase common shares at US$0.06 per share for a 12-month period. For debenture holders choosing not to participate in the restructuring offer, conversion of principal and interest into units of the company is available at US$0.045 per Unit, each comprising a common share and a warrant exercisable at US$0.06 per share for a period of 5 years.

F-23

---

On February 20, 2024, the Company issued new convertible debentures totaling US$941,000 to replace the convertible debenture issued in 2022 and 2023. The new debentures mature in 12 months and carry a 20% annual interest rate. The new debentures are convertible into common shares of the Company at US$0.06 (C$0.08) per share or can be converted in-kind for common shares of Falcon Butte Minerals Corp. at a conversion price of US$0.25 (C$0.32) per Falcon Butte share. Holders also received 15,696,883 share purchase warrants, exercisable at US$0.06 (C$0.08) per share within 12 months. Additionally, US$259,000 of the original debentures were converted into 3,500,000 common shares.

On February 27, 2024, FCC issued 862,069 common shares at a price of $0.116/share for a total proceeds of $100,000. Following the recently concluded financing, the ownership stake of LCG in QTA now stands at 46.33%.

On March 1, 2024, the Company granted 14,295,000 stock options at an exercise price of $0.052(C$0.07) per common share and expire five years from the date of grant.

On March 8, 2024, the Company completed a debt settlement pursuant to which it has issued 4,107,998 units at $0.042 (C$0.05625) per unit and 41,707,215 common shares at $0.042 (C$0.05625) to settle $1,924,000 of debt. Each unit is comprised of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of $0.056 (C$0.075) per share for a period of 5 years from the date of issuance.

On March 8, 2024, the Company closed a private placement consisting of an aggregate of 23,809,522 units a price of $0.042 (C$0.05625) per unit for aggregate gross proceeds to the Company of $1,000,000. Each unit consists of one common share and one common share purchase warrant of the Company. Each warrant is exercisable into one additional common share at a price of $0.056 (C$0.075) per share for a period of 5 years from the date of issuance

F-24

---

Off - Balance Sheet Arrangements

The Company has not entered any off-balance sheet arrangements.

Initial adoption of new accounting standards

Adoption of new accounting standards have been disclosed in Note 3 of the Company's consolidated financial statements for the year ended December 31, 2023 and 2022.

Significant Accounting Policies

The consolidated financial statements for the year ended December 31, 2023 have been prepared in accordance with U.S. GAAP.

See Note 3 to the consolidated financial statements for significant accounting policies used in the preparation of the consolidated financial statements.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the application of policies, reported amounts and disclosures. By their nature, these estimates and judgments are subject to uncertainty and the effect on these consolidated financial statements of changes in such estimates in future periods could be significant. Actual results could differ from those estimates.

See Note 3 to the consolidated financial statements for critical accounting judgements and estimates used in the preparation of the consolidated financial statements.

Changes in Accounting Policies

The Consolidated Financial Statements for the year ended December 31, 2022 are the first the Company has prepared in accordance with U.S. GAAP. The Company previously prepared its financial statements, up to and including nine months ended September 30, 2022, in accordance with International Financial Reporting Standards.

Accordingly, the Company has prepared financial statements that comply with U.S. GAAP applicable as at December 31, 2023, together with the comparative year data for the year ended December 31, 2022. The most significant change in accounting policy is as follows:

Mineral Properties

Under IFRS, the Company capitalized both acquisition and exploration costs relating to the Company's mineral properties. Under U.S. GAAP, the industry standard is to capitalize acquisition costs but expense exploration costs unless a proven or probable reserve can be established at the mineral property. Adjustments has been made to expense previously capitalized exploration costs to be in accordance with U.S. GAAP.

Forward-Looking Statements

This Management's Discussion and Analysis contains "forward-looking information" and "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and other applicable securities laws.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, identified by words or phrases such as "expects", "is expected", "anticipates", "believes", "plans", "projects", "estimates", "assumes", "intends", "strategy", "goals", "objectives", "potential", "possible" or variations thereof or stating that certain actions, events, conditions or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be forward-looking statements.

F-25

---

The Forward-Looking Statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Statements. Such factors include, but are not limited to, general business and economic uncertainties; exploration and resource extraction risks; uncertainties relating to surface rights; the actual results of current exploration activities; the outcome of negotiations; conclusions of economic evaluations and studies; future prices of natural resource based commodities; increased competition in the natural resource industry for properties, equipment and qualified personnel; risks associated with environmental compliance and permitting, including those created by changes in environmental legislation and regulation; the risk of arbitrary changes in law; title risks; and the risk of loss of key personnel.

The foregoing lists of factors and assumptions are not exhaustive. The reader should also consider carefully the matters discussed under the heading "Risks Factors and Uncertainties" elsewhere in this MD&A. Forward-Looking Statements contained herein are made as of the date hereof (or as of the date of a document incorporated herein by reference, as applicable). No obligation is undertaken to update publicly or otherwise revise any Forward-Looking Statements or the foregoing lists of factors and assumptions, whether as a result of new information, future events or results or otherwise, except as required by law. Because Forward-Looking Statements are inherently uncertain, readers should not place undue reliance on them. The Forward-Looking Statements contained herein are expressly qualified in their entirety by this cautionary statement.

F-26

---