Thomas Patton

About Thomas Patton

Independent director and Audit Committee Chair at Lion Copper & Gold (LCGMF). Former President & COO of Western Silver, Senior VP Exploration & Business Development at Kennecott, and Managing Director of Rio Tinto Mining & Exploration, South America; over 40 years as a resource exploration geologist, led the Western Silver team that discovered and delineated the Peñasquito deposit (sold to Glamis Gold/Goldcorp for $1.2B in 2006) . Serves as the Board’s sole independent director under Canadian NI 58‑101 and is designated the company’s “audit committee financial expert” under SEC rules . Director since November 6, 1998; previously Co‑Chairman since July 31, 2013 .

Past Roles

External Roles

Board Governance

• Structure and independence: Board currently three directors; only Patton is independent under Canadian NI 58‑101; others are not independent under NI 58‑101, though the company notes Nasdaq independence criteria for comparison . Patton qualifies as independent and serves as Audit Committee Chair; he is designated an “audit committee financial expert” .
• Committee assignments: Audit Committee members—Tom Patton (Chair), Tony Alford, Charles Travis Naugle; all financially literate under NI 52‑110 .
• Audit oversight practices: Committee meets with and without management, reviews auditor independence pursuant to PCAOB standards (AS 1301), and recommended inclusion of audited financial statements in the FY2024 10‑K .
• Meetings/attendance: In FY2024 the Board held 4 formal meetings; matters requiring Board approval were consented to in writing by all directors (no individual attendance rates disclosed) .
• Majority voting policy: Majority voting for director elections in uncontested meetings; resignation required if withhold votes exceed votes “for” .

• Related‑party oversight: Audit Committee mandated to review/approve material related‑party transactions; Board minutes document approvals and conflicted directors abstain . FY2024/2025 related financings involved other directors (e.g., Alford, Naugle, Dischler), not Patton .
• Clean disclosures: No indebtedness of directors/officers; no penalties/sanctions or bankruptcy events for directors/officers disclosed in the 10‑year lookback .

Fixed Compensation

• Policy: No standard cash retainer or meeting fees for directors; directors generally compensated via equity grants under exchange‑compliant plans; out‑of‑pocket expenses reimbursed .
• FY2024 (most recent completed fiscal year): Patton received no cash, stock, or option awards as a director .

• Prior disclosure (FY2023): Company paid cash only to another director (Pressello); no cash paid to other directors, including Patton .

Performance Compensation

• Equity program: Company uses stock options and RSUs; for directors, equity is service‑based—no specific performance metrics for director equity were disclosed. RSU plan allows 1–3 year vesting and may include performance conditions at Board discretion .
• Recent director grants: Patton did not receive FY2024 awards; prior awards included RSUs.

No director‑specific performance metrics (e.g., TSR, EBITDA) were disclosed for these awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Designated “audit committee financial expert” under SEC rules .
• Deep technical and operating background in global mining; senior roles at Western Silver, Kennecott, and Rio Tinto; 40+ years exploration experience including leadership of Peñasquito discovery .
• Financial literacy and internal controls understanding affirmed in Audit Committee qualifications disclosure .

Equity Ownership

• Beneficial ownership (record date for 2024 proxy): 10,097,110 common shares, including 6,889,348 held via Thomas C. & Linda Sue Patton Trust .
• Initial Section 16 Form 3 (as of event 01/01/2023): Direct 3,107,762; Trust 6,889,348; IRA 100,000; plus 400,000 warrants (trust) and options as listed below .

Hedging policy: Directors are not permitted to purchase financial instruments designed to hedge or offset a decrease in market value of company equity; the Company has an Insider Trading Policy on file . Pledging of shares is not disclosed.

Governance Assessment

• Strengths

  • Only director deemed independent under NI 58‑101, providing a critical independent counterweight; serves as Audit Committee Chair and is an SEC “audit committee financial expert” .
  • Robust audit oversight disclosures (auditor independence reviews, AS 1301 discussions, executive sessions with auditors) and formal committee charter .
  • Clean related‑party and indebtedness disclosures for Patton; related‑party financings involved other directors; Audit Committee is mandated to review such transactions .
  • Demonstrated shareholder support in consecutive elections (2024, 2025 vote tallies shown above) .

• Watch items / RED FLAGS

  • Board independence: Only one independent director under NI 58‑101 (Patton). Concentration of non‑independent directors increases reliance on Audit Committee for conflicts oversight .
  • Related‑party capital transactions with other directors (not Patton) create ongoing conflict‑management demands; Audit Committee oversight is critical .
  • Limited disclosure on individual attendance beyond consent resolutions; the Board held 4 meetings in FY2024 with approvals via unanimous written consent (may limit visibility into director‑level engagement) .

• Compensation and alignment

  • Director cash compensation is nil; equity historically used to compensate directors, but Patton received no FY2024 award—suggesting low immediate pay‑for‑service but high historical ownership alignment (10.1M shares as of 2024 record date) .

• Compliance and integrity indicators

  • No penalties/sanctions or bankruptcy disclosures for directors; no indebtedness; majority voting policy in effect .

Overall: Patton brings deep mining and financial oversight expertise, is the key independent voice and audit leader, with substantial personal ownership. The primary governance risk is the limited number of independent directors under NI 58‑101, elevating the importance of Patton’s role and of rigorous related‑party oversight .