Alford Amends Lion Copper & Gold Stake Filing

Ticker: LCGMF · Form: SC 13D/A · Filed: Sep 27, 2024 · CIK: 1339688

Sentiment: neutral

Topics: sec-filing, schedule-13d, ownership-update

TL;DR

Tony Alford updated his 13D filing for LION COPPER & GOLD CORP. on 9/27, event date 9/19.

AI Summary

Tony L. Alford filed an amended Schedule 13D on September 27, 2024, regarding his beneficial ownership of Lion Copper & Gold Corp. common shares. The filing indicates a change in the date of the event requiring this statement to September 19, 2024. Alford's address is in Kernersville, North Carolina.

Why It Matters

This filing updates information about a significant shareholder's holdings in Lion Copper & Gold Corp., which could signal changes in the shareholder's intentions or influence.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant ownership stakes, which can lead to increased volatility or strategic shifts within the company.

Key Players & Entities

FAQ

What is the CUSIP number for Lion Copper & Gold Corp. common shares?

The CUSIP number for Lion Copper & Gold Corp. common shares is 53620R109.

Who is the person authorized to receive notices and communications for this filing?

Tony L. Alford is the person authorized to receive notices and communications, with his address listed as 7040 Interlaken Drive, Kernersville, North Carolina 27284.

What is the date of the event that requires this Schedule 13D/A filing?

The date of the event which requires filing of this statement is September 19, 2024.

What was the former company name of Lion Copper & Gold Corp.?

The former company name of Lion Copper & Gold Corp. was Quaterra Resources Inc.

When did the name change from Quaterra Resources Inc. to Lion Copper & Gold Corp. occur?

The date of the name change from Quaterra Resources Inc. was September 23, 2005.

Filing Stats: 2,131 words · 9 min read · ~7 pages · Grade level 10.4 · Accepted 2024-09-27 12:19:24

Key Financial Figures

Filing Documents

Security and Issuer

Item 1. Security and Issuer. The name of the issuer is Lion Copper and Gold Corp., a British Columbia corporation (" Issuer "), which has its principal executive offices at 143 S Nevada Street, Yerington, Nevada 89447. This report relates to the Issuer's class of common shares without par value.

Identity and Background

Item 2. Identity and Background. (a): This Schedule 13D Amendment No. 5 is being filed jointly by Tony L. Alford and his spouse, Christine Alford. Each party filing this amendment is also referred to herein as a "reporting person." (b): The address of each reporting person is 7040 Interlaken Drive, Kernersville, North Carolina 27284. (c): Tony Alford is a director of the Issuer, the founder and president of PBA Consultants Inc., a firm specializing in tax savings and cost reduction services, and a private investor. Christine Alford is a real estate development office manager and a private investor. (d): During the last five years, neither reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e): During the last five years, neither reporting person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in their being subject, either currently or in the past, to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f): Each reporting person is a citizen of the United States.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On September 19, 2024, the Issuer issued 35,946,812 warrants to Mr. Alford. Each warrant is exercisable for one common share of the Issuer at a price of $0.056 per share for a period of five years from the date of issuance. The warrants were issued to Mr. Alford in connection with a previous debt settlement that was announced by the Issuer on March 8, 2024, in which certain creditors of the Issuer received common shares and warrants and others, including Mr. Alford, received only common shares. The Issuer has issued these warrants to ensure that all creditors receive equal consideration for their debt settlements. Pursuant to the debt settlement, Mr. Alford acquired units comprised of previously received common shares and the warrants described in this item at a price of $0.042 per unit for a total value of $1,509,766.10.

Purpose of Transactions

Item 4. Purpose of Transactions. Mr. Alford acquired beneficial ownership of the Issuer's securities as described in Item 3 for investment purposes. The reporting persons currently intend to continue to acquire beneficial ownership of additional common shares by participating from time to time in private offerings of securities and by making open market purchases of common shares when warranted by market conditions. Any such transactions may be implemented at any time or from time to time subject to any applicable limitations imposed on the sale of the common shares by applicable law. The reporting persons intend to seek to influence the policies of the Issuer with a goal of maximizing the value of the Issuer's common shares. Mr. Alford has served as a director of the Issuer since December 13, 2021. As of the date hereof, and except as otherwise disclosed herein, the reporting persons do not have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be autho

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) - (b) As of the date of this report, Tony Alford and Christine Alford together beneficially own in the aggregate a total of 200,532,988 common shares of the Issuer, which would constitute 43.8% of the class of common shares as calculated in accordance with SEC Rule 13d-3 under the Exchange Act. 1 However, Tony Alford disclaims beneficial ownership of the common shares over which Christine Alford has sole voting and dispositive power, and Christine Alford disclaims beneficial ownership of the common shares over which Tony Alford has sole voting and dispositive power, and each of them disclaims membership in a group with the other within the meaning of Rule 13d-5(b)(1)(i) under the Exchange Act. 1 Rule 13d-3 provides, in part, that shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option or warrant) within 60 days. In computing the percentage ownership of any person under Rule 13d-3, the number of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of the person does not necessarily reflect a person's actual ownership or voting power with respect to the number of shares outstanding. Mr. Alford is the sole beneficial owner of 141,820,925 common shares of the Issuer, including 69,699,622 outstanding common shares, 833,333 common shares underlying outstanding convertible debentures, 60,735,257 common shares underlying outstanding warrants, and 10,552,713 common shares underlying outstanding options. Mr. Alford also shares beneficial ownership with Ms. Alford of 43,477,269 common shares, which they hold in a joint investment account. Collectively, Mr. Alford beneficially owns a total of 185,298,194 common shares, which constitutes 40.5% of the class as calculated in accordance wi

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information provided in Items 3, 4 and 5 is incorporated by reference in its entirety in this Item 6.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. The parties have entered into a Joint Filing Agreement dated September 28, 2023, a copy of which was filed as Exhibit "A" to Amendment No. 1 to this Schedule 13D, which was filed with the U.S. Securities and Exchange Commission on September 29, 2023. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this report is true, complete and correct. Dated: September 26, 2024 /s/ Tony L. Alford Tony L. Alford /s/ Christine Alford Christine Alford

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