Tony Alford
About Tony Alford
Tony Alford is a director of Lion Copper and Gold Corp. (LCGMF) since September 13, 2021. He is the founder and president of PBA Consultants Inc. (tax savings and cost-reduction advisory) and founder of Alford Investments (est. 1993). The Board classifies Mr. Alford as not independent under NI 58-101 due to a material relationship; he is financially literate and serves on the Audit Committee. Prior public board service includes Revett Minerals Inc. (2009–2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revett Minerals Inc. | Director | 2009–2010 | Part of the team that rang the bell on the NYSE Amex listing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| PBA Consultants Inc. | Founder & President | Not disclosed (current) | Specializes in tax savings and cost reduction for Fortune 500 clients |
| Alford Investments | Founder | Since 1993 | Focus on real estate, pharmacy distribution, food-related and natural resource companies |
Board Governance
- Committees: Audit Committee member; the Audit Committee is comprised of Thomas Patton (Chair, independent), Tony Alford, and Charles Travis Naugle. The Board has no other committees (no separate Compensation or Nominating committee) .
- Independence: The Board determined Mr. Alford is not independent under NI 58-101; Mr. Patton is the sole independent director .
- Financial literacy: All Audit Committee members are financially literate per NI 52-110 .
- Meetings and engagement: The Board held 4 formal meetings in FY 2024; the Audit Committee met by electronic conference and recommended inclusion of audited financials in the 2024 Form 10‑K. Directors attended the last annual meeting by electronic means .
- Governance policies: The company maintains a Majority Voting Policy for director elections; the full Board oversees compensation in the absence of a compensation committee .
Fixed Compensation
| Component (Director) | FY 2024 Amount |
|---|---|
| Annual cash retainer | Nil |
| Committee membership fees | Nil |
| Committee chair fees | N/A (not chair) |
| Meeting fees | Nil |
| Other cash | None, other than reimbursement of out‑of‑pocket expenses |
The company has no standard cash arrangement for directors; compensation is primarily via incentive stock options under exchange policies .
Performance Compensation
| Grant Date | Instrument | Number Granted | Exercise Price | Grant-Date Fair Value |
|---|---|---|---|---|
| March 1, 2024 | Stock options | 4,645,000 | US$0.052 | $214,504 |
| December 10, 2024 | Stock options | 3,750,000 | US$0.060 | $148,281 |
| FY 2024 Total (Director Compensation Table) | Options (aggregate) | — | — | $362,785 |
- No RSUs, PSUs, or cash bonuses are disclosed for directors. Vesting schedules for Mr. Alford’s 2024 grants are not specified in the proxy; outstanding director option details are tabulated for other directors, but Mr. Alford’s option expiries/vesting are not itemized in that section .
- Equity plan structure: Shareholders are asked to approve a 20% Rolling Stock Option Plan (replacing the prior fixed plan) .
Other Directorships & Interlocks
| Company | Role | Years | Committee Roles/Notes |
|---|---|---|---|
| Revett Minerals Inc. | Director | 2009–2010 | Prior public director experience; NYSE Amex listing participation noted |
- No other current public company directorships are disclosed for Mr. Alford in the 2025 proxy .
Expertise & Qualifications
- Founder/operator background in tax savings and cost reduction (PBA Consultants) and investment management (Alford Investments), indicating finance and cost-control expertise applicable to Audit Committee work .
- Board-designated financially literate; Audit Committee member .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Undiluted ownership (as of record date June 16, 2025) | 127,176,891 shares (30.92%) | Direct and jointly with spouse; excludes 15,234,794 shares registered to spouse, and excludes warrants/options |
| Beneficial ownership including derivative rights | 201,247,844 shares (41.5%) | Includes 83,699,622 direct; 43,477,269 shared with spouse; 14,302,713 options; 59,768,240 warrants. Mr. Alford disclaims beneficial ownership of shares over which his spouse has sole power |
| Spousal holdings (Christine Alford) | 58,712,063 (14.3%) | Includes 43,477,259 shared with spouse; she disclaims shares over which Mr. Alford has sole power |
| Insider financing (Nov 2025) | US$1,400,000 debentures; 14,507,772 warrants acquired | Prior to financing: 127,849,604 shares (30.94% undiluted). After financing: control over 74,276,012 warrants, 29,995,000 options, US$1.4m debentures; if exercised/converted: 246,628,388 shares (~46.36% partially diluted) |
| Hedging/Pledging | Hedging not permitted; no pledging disclosed | NEOs/directors may not purchase hedging instruments; no pledging disclosed in proxy |
Related-Party Transactions (Director-Linked)
| Date | Transaction | Economics | Terms/Notes |
|---|---|---|---|
| Feb 2024 | Replacement Debentures (Alford + Naugle) | Aggregate US$373,033 | 12‑month maturity; 20% interest; convertible at US$0.06 (C$0.08) per share |
| Mar 2024 | Debt settlement of matured debentures (Alford + Dischler) | US$1,721,099.15 total | 40,978,549 shares at US$0.042 (C$0.05625) per share |
| Mar 2024 | Private placement (Alford + Dischler) | US$437,499.97 total | 10,416,666 units at US$0.042; each unit = 1 share + 1 warrant @ US$0.056 for 5 years |
| Nov 2024 | Private placement (Alford + Stiles) | US$729,999.99 total | 16,222,222 units at US$0.045; each unit = 1 share + 1 warrant @ US$0.06 for 5 years |
| Nov 2025 | Debenture financing (Alford) | US$1,400,000 debentures + 14,507,772 warrants | Post-transaction partially diluted control ~46.36% if exercised/converted |
- The Audit Committee is mandated to review and approve all material related-party transactions; related-party transactions are documented in minutes/unanimous consents .
Governance Assessment
-
Strengths
- Financially literate Audit Committee member; committee meets with auditors, reviews independence, and recommended inclusion of audited financials in Form 10‑K .
- Significant “skin in the game” with 30.92% undiluted ownership (41.5% including derivative rights as of June 16, 2025), aligning incentives toward long-term value; spouse also a large holder .
- Majority Voting Policy in place for director elections, enhancing accountability .
-
Risk indicators and red flags
- RED FLAG: Not independent and a control person; undiluted stake ~30.9% and potentially ~46.4% on a partially diluted basis post-Nov 2025 financing. Concentrated control may impair minority shareholder protections .
- RED FLAG: Serves on Audit Committee despite being a control shareholder and participant in related-party financings (convertible debentures and private placements). While the Audit Committee is tasked with reviewing RPTs, this structure elevates conflict-of-interest risk and optics for investors .
- RED FLAG: Board has only one independent director and no compensation or nominating committee; the full Board oversees executive pay, which can reduce independent oversight and increase perceived conflicts .
- High-cost replacement debentures (20% interest) and repeated insider-led financings signal capital dependence on insiders and can dilute minority holders; these are reviewed per policy but remain governance-sensitive .
- Heavy reliance on equity options for director pay (no cash retainers), which can bias toward dilution if not carefully calibrated .
Overall: Mr. Alford brings relevant financial and operating acumen and significant ownership alignment, but his control position, non-independence, and recurring related-party financings—combined with limited independent board infrastructure—are key governance risks to monitor for investor confidence .
Director Attendance and Engagement
- FY 2024 board activity: 4 formal meetings; actions requiring approval were consented to in writing by all directors. Audit Committee met via electronic conference and performed typical oversight. Directors attended the last annual general meeting by electronic means .
Director Compensation Detail (FY 2024)
| Director | Cash Fees | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Tony Alford | Nil | Nil | $362,785 | $362,785 |
- No cash retainers or meeting fees were paid to directors in 2024; directors are compensated primarily via stock options .
Additional Notes
- Beneficial ownership table footnotes attribute 14,302,713 options and 59,768,240 warrants to Mr. Alford as of the proxy record context; spousal cross‑references reflect shared beneficial ownership and disclaimer of sole power .
- Equity plan capacity: As of December 31, 2024, 63,735,248 securities were issuable upon exercise of outstanding options/warrants/RSUs with a weighted-average exercise price of ~C$0.09; 18,467,005 remained available under the non‑approved plan category post-plan changes (comprised entirely of options) .
Sources: 2025 DEF 14A (filed June 23, 2025) and related sections; company disclosures on committee structure, independence, director and insider holdings; and November 2025 financing release .