Exhibit 10.2
September 25, 2026
CONFIDENTIAL // BY EMAIL ONLY
John Banning, CEO
Lion Copper Corp.
517 West Bridge St. Suite A
Yerington, NV 89447
| Re: | Extension of Valuation Formula Deadline under Section 2.3(b)(i) of the Earn-In Agreement |
Dear John:
This letter agreement (“First Amendment”), when executed by Lion Copper Corp. (“LCC”), formerly known as Lion Copper & Gold Corp. (“LCG”) and Singatse Peak Services, LLC (“SPS”), will modify the terms and obligations contained in the December 19, 2025 Earn-In Agreement (the “Earn-In Agreement”) among LCC, SPS and Nuton LLC, a Rio Tinto venture (“Nuton”) (collectively the “Parties”).
Subsequent to the execution of the Earn-In Agreement, LCG changed its legal name to LCC, with no change to the legal identity of the entity. Accordingly, from and after the effective date of the name change, references to LCG in the Earn-In Agreement shall refer to LCC, and the name change does not constitute an assignment, transfer, novation, or other disposition of any rights or obligations under the Earn-In Agreement.
Please countersign where indicated below and return this letter by email to me at Cecilia.Perla@riotinto.com, with a copy to nutondocuments@riotinto.com, affirming your agreement to the following:
| 1. | extension of the valuation formula deadline from September 30, 2026 to December 11, 2026 under Section 2.3(b)(i) of the Earn-In Agreement. |
Accordingly, Section 2.3(b)(i) will be read as though “December 11, 2026” were substituted for “September 30, 2026”. The Parties’ ability to further extend that deadline by mutual written agreement remains unchanged.
| 2. | this First Amendment shall not otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Earn-In Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. |
Thank you for your partnership thus far. We look forward to continuing to work with you.
Sincerely,
 |
|
| Cecilia Perla | |
| Senior Manager Partnerships & Sustainability | |
| Nuton LLC |
Cc: Carla Consoli cconsoli@maypotenza.com
Acknowledged and agreed on this 25th day of September 2026.
 |
 |
|||
| Name: | John Banning | Name: | John Banning | |
| Title: | CEO | Title: | Manager | |
| Lion Copper Corp. | Singatse Peak Services, LLC |
