Contract analysis

From: Patrick Dunleavy <pdunleavy@briarclifflawgroup.com> To: Elaine Forsythe <eforsythe@calderwoodharkness.com> Subject: Re: Request to Interview Gavin Holt — Torchlight Mining Corp. Internal Investigation

Thank you for your email of July 28, 2022, requesting an interview of Gavin Holt in connection with Torchlight Mining Corp.'s internal investigation related to the pending grand jury investigation before the U.S. District Court for the Northern District of California (Grand Jury No. GJ-22-0194).

I have discussed your request with my client, Mr. Holt, TMC's former Vice President of U.S. Specialty Minerals Sales. Mr. Holt respectfully declines to participate in the requested interview or to provide any statement in connection with TMC's internal investigation. This decision has been made on advice of counsel in light of the pending grand jury investigation and Mr. Holt's individual exposure as a person of inte

I also note your reference to a potential joint defense interest between Mr. Holt and Torchlight Mining Corp. While I appreciate the suggestion, we do not believe that a joint defense arrangement would be appropriate at this time. Candidly, we see a meaningful divergence of interests between Mr. Holt individually and TMC, particularly given the nature of the investigation and the possibility that TMC may elect to pur

Finally, I would ask that any future communications regarding Mr. Holt be directed to me at Briarcliff Law Group and not to Mr. Holt directly. Mr. Holt is separately represented in this matter and is no longer employed by Torchlight Mining Corp., his resignation having been effective September 30, 2021. He has no obligation to participate in the company's internal processes. I am happy to discuss procedural matters a

Thank you for your professionalism, and please do not hesitate to reach out if you have any questions regarding the appropriate channels of communication going forward.

Patrick Dunleavy Briarcliff Law Group PLLC 50 California Street, Suite 2800 San Francisco, CA 94111 Tel: (415) 553-8200 Email: pdunleavy@briarclifflawgroup.com

CONFIDENTIALITY NOTICE: This email and any attachments are intended solely for the use of the individual or entity to whom it is addressed and may contain information that is privileged, confidential, and exempt from disclosure under applicable law, including attorney-client privilege and attorney work product doctrine. If you are not the intended recipient, you are hereby notified that any dissemination, distributio