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CORRESP
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    Lion Copper and Gold Corp.: CORRESP - Filed by newsfilecorp.com

    December 11, 2025

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549

    Re: Lion Copper and Gold Corp. - Request for Acceleration of Effective Date

    Registration Statement on Form S-1

    File No. 333-290596

    Acceleration Request

    Requested Date:  December 15, 2025

    Requested Time:  10:30 a.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461(a) promulgated under the Securities Act of 1933, as amended, we hereby request that the Registration Statement on Form S-1 of Lion Copper and Gold Corp., File No. 333-290596, be declared effective at 10:30 a.m. Eastern Time on Monday, December 15, 2025, or as soon thereafter as practicable. We respectfully request that you notify Brad Wiggins of Securities Law USA, PLLC of such effectiveness by telephone at (661) 713-6843.

    Please contact Mr. Wiggins if you have any questions with respect to this request. Thank you.

            Sincerely,

            Lion Copper and Gold Corp.

            By:
            /s/ Lei Wang

            Lei Wang

            Chief Financial Officer

        1200 - 750 West Pender Street, Vancouver, BC, V6C 2T8

January 8, 2025
Lei Wang
Chief Financial Officer
Lion Copper and Gold Corp.
750 West Pender Street
Vancouver, British Columbia
V6C 2T8
Re:Lion Copper and Gold Corp.
Form 10-K for the Fiscal year Ended December 31, 2023
Filed April 1, 2024
File No. 000-55139
Dear Lei Wang:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
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    Lion Copper and Gold Corp.: CORRESP - Filed by newsfilecorp.com

    December 26, 2024

    Via EDGAR

    John Coleman

    Division of Corporation Finance

    Office of Energy & Transportation

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re: Lion Copper and Gold Corp.
       Form 10-K for the Fiscal year Ended December 31, 2023
       Filed April 1, 2024
       File No. 000-55139

    Ladies and Gentlemen:

    This letter is in response to the comments provided by the staff of the Securities and Exchange Commission (the "Commission") in the letter dated December 10, 2024, regarding comments to Lion Copper and Gold Corp.'s (the "Company") Form 10-K for the fiscal year ended December 31, 2023. Below are our responses to each of the comments raised by the Commission. In relation to our responses, we have filed Amendment No. 1 to our Annual Report on Form 10-K/A concurrently herewith  ("Amended Annual Report").

    Form 10-K for the Fiscal year Ended December 31, 2023 Filed April 1, 2024 Item 2. Properties, page 17

    1. SEC Comment: Please provide a summary of your mineral properties as required by Item 1303(b) of Regulation S-K. This disclosure should include a map of all mineral properties and include an overview of all properties in which you have an interest, including royalty properties. This disclosure may be in narrative or tabular format.

    Clearly identify which properties you consider to be material properties.

    Company Response: The Company has amended the disclosure in Item 2. Properties of the Amended Annual Report to provide the required summary disclosure under Item 1303(b)of Regulation S-K and clearly indicate which properties the Company considers material.

    2. SEC Comment: For each material property please provide the disclosure required by Item 1304(b) of Regulation S-K.

    Company Response: The Company has amended the disclosure in Item 2. Properties of the Amended Annual Report to provide the disclosure required by Item 1304(b) of Regulation S-K for each of its material properties.

    3. SEC Comment: Please disclose the information required by Item 1305 with respect to your internal controls used in your exploration and mineral resource and reserve estimation efforts.

    Company Response: The Company has amended the disclosure in Item 2. Properties of the Amended Annual Report to disclose the information required by Item 1305 of Regulation S-K in relation to its exploration results.

    4. SEC Comment: We note that you have disclosed mineral resources for the Yerington deposit on page F-68 of your filing and on your company website. Only S-K 1300 compliant mineral resources may be disclosed in your filing. Please revise to disclose your S-K 1300 mineral resources in the mineral property section of your filing as required by Item 1303(b)(3) and Item 1304(d)(1) of Regulation S-K.

    Please file your S-K 1300 compliant technical report summary to support mineral resources as required by Item 1302(b) of Regulation S-K.

    Company Response: The Company has amended the disclosure contained in the F-pages of its Management's Discussion and Analysis in the Amended Annual Report to remove the disclosure of mineral resources which were inadvertently included in the filing as the same Management's Discussion and Analysis disclosure was being used to meet the Company's filing obligations in Canada under NI 43-101.

    5. Please revise to remove the results of your preliminary economic assessment until you have completed and filed an S-K 1300 initial assessment that includes an assessment of the economic potential of your mineral resources.

    Company Response: The Company has amended the disclosure contained in the F- pages of its Management's Discussion and Analysis in the Amended Annual Report to remove the results of the preliminary economic assessment.

    Please contact our counsel, Jason K. Brenkert of Dorsey & Whitney LLP, at 303-352-1133 or brenkert.jason@dorsey.com with any questions regarding these responses.

    Sincerely,

    LION COPPER AND GOLD CORP.

    /s/ Steven Dischler

    Steven Dischler
Chief Executive Officer

    cc:  Ms. Lei Wang

     CFO, Lion Copper & Gold

     Mr. Jason Brenkert

     Dorsey & Whitney LLP

December 10, 2024
Lei Wang
Chief Financial Officer
Lion Copper and Gold Corp.
750 West Pender Street
Vancouver, British Columbia
V6C 2T8
Re:Lion Copper and Gold Corp.
Form 10-K for the Fiscal year Ended December 31, 2023
Filed April 1, 2024
File No. 000-55139
Dear Lei Wang:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal year Ended December 31, 2023 Filed April 1, 2024
Item 2. Properties, page 17
1.Please provide a summary of your mineral properties as required by Item 1303(b) of
Regulation S-K. This disclosure should include a map of all mineral properties and
include an overview of all properties in which you have an interest, including royalty
properties. This disclosure may be in narrative or tabular format.

Clearly identify which properties you consider to be material properties.
2.For each material property please provide the disclosure required by Item 1304(b) of
Regulation S-K.
3.Please disclose the information required by Item 1305 with respect to your internal
controls used in your exploration and mineral resource and reserve estimation efforts.

December 10, 2024
Page 2
4.We note that you have disclosed mineral resources for the Yerington deposit on page
F-68 of your filing and on your company website. Only S-K 1300 compliant mineral
resources may be disclosed in your filing. Please revise to disclose your S-K 1300
mineral resources in the mineral property section of your filing as required by Item
1303(b)(3) and Item 1304(d)(1) of Regulation S-K.

Please file your S-K 1300 compliant technical report summary to support mineral
resources as required by Item 1302(b) of Regulation S-K.
5.Please revise to remove the results of your preliminary economic assessment until you
have completed and filed an S-K 1300 initial assessment that includes an assessment
of the economic potential of your mineral resources.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact John Coleman at 202-551-3610 or Craig Arakawa at 202-551-3650 if
you have questions regarding comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation