Contract analysis

I. Purpose and Scope of Review This memorandum summarizes the results of a detailed review of the corporate records of Torchlight Ganara Holdings Ltd. ("TGH"), a British Virgin Islands business company and wholly owned subsidiary of Torchlight Mining Corp. ("Torchlight" or "TMC"). The review was conducted in coordination with Catherine Whitfield, Lead Partner of Hargrove Whitfield LLP ("HW"), BVI counsel retained in

II. Background — TGH Corporate Structure A. Formation and Incorporation TGH was incorporated in the British Virgin Islands on March 15, 2017, as a BVI Business Company under the BVI Business Companies Act, 2004 (as amended) (the "BVI Act"). The company was formed as part of Torchlight's strategic expansion into West African mining operations, serving as the intermediate holding company through which Torchlight would

III. Directors and Officers of TGH A. Current and Historical Directors A review of the BVI Register of Directors maintained by TGH's registered agent, BVI Corporate Services Ltd., discloses the following individuals who have served as directors of TGH during the relevant period of April 2019 through the present: (i) Marcus Delacroix — Director. Mr. Delacroix was appointed as a director of TGH in November 2018, coinci

IV. Board Resolutions Reviewed The following board resolutions were identified in TGH's minute book and are relevant to the matters under investigation. Each resolution is summarized below, together with our observations regarding its significance. A. Resolution Authorizing the Crestfield Advisory Agreement A Written Resolution of the Directors of TGH, dated April 10, 2019, was located in the minute book. This resolu

V. Meridian Commercial Bank — Account Opening Documentation A. Account Details The following summarizes the key details of TGH's primary bank account: The account was opened shortly after TGH's incorporation on March 15, 2017, and has served as TGH's primary operating account for receiving intercompany capital contributions from Torchlight and disbursing funds to TGM and to third-party service providers, including Cr

VI. Crestfield Advisory Partners Ltd. — Corporate Due Diligence Records at TGH A. Due Diligence File No due diligence file on Crestfield Advisory Partners Ltd. was located in TGH's corporate records at its BVI registered office. A thorough search of TGH's minute book, correspondence files, and supplemental corporate records maintained by the registered agent revealed no compliance questionnaire, background check repo

VII. TGH Memorandum and Articles of Association — Key Provisions A review of TGH's Memorandum and Articles of Association, as filed with the BVI Registrar of Corporate Affairs at the time of incorporation and as maintained in the registered office files, reveals the following provisions of particular relevance to this investigation: A. Objects Clause TGH's Memorandum of Association contains a general-purpose objects

VIII. Regency International Bank — TGM Local Account A. Overview. While the primary focus of this memorandum is TGH's BVI corporate records, reference must be made to TGM's local banking arrangements in the Republic of Ganara, as those arrangements are directly relevant to the payments under investigation. TGM maintains its principal operating account at Regency International Bank, Libreville, Republic of Ganara (Acc

IX. Summary of Key Findings and Observations Based on the review of TGH's corporate records described in this memorandum, the following key findings and observations are presented for purposes of the ongoing investigation:

1. Authorization of Crestfield Engagement. The TGH board resolution of April 10, 2019 authorized TGH to enter into the Crestfield Advisory Agreement, but the resolution did not reference any due diligence conducted on Crestfield or Renard, did not reference any anti-corruption compliance review, and did not reflect any competitive selection or request-for-proposal process. The resolution was proposed by Marcus Delacr

2. Absence of Due Diligence Documentation. No due diligence file on Crestfield Advisory Partners Ltd. or Jean-Philippe Renard exists in TGH's registered office records. This finding is consistent with the absence of any due diligence file in Torchlight's parent-level compliance records, as confirmed by VP Compliance and Ethics Nadia Berenson. The complete absence of due diligence documentation at both the parent and

3. Signatory Authority Gap. Marcus Delacroix's $250,000 single-signatory authority on the Meridian Commercial Bank account, established by the December 2018 supplemental resolution, exceeded the Torchlight parent-level Delegation of Authority Policy threshold of $50,000 for single approvals at the subsidiary level. This disparity enabled Delacroix to initiate payments to Crestfield — including 14 invoices exceeding $

4. Excess Payments Without Board Authorization. Total payments to Crestfield from TGH's Meridian account amounted to $3,210,000, exceeding the contractual maximum under the Crestfield Advisory Agreement of $2,040,000 by $1,170,000. No TGH board resolution was identified authorizing the excess payments, amending the Crestfield Advisory Agreement to increase payment caps, or otherwise ratifying payments in excess of th

5. No Conflict Disclosure by Delacroix. Despite the conflict of interest provisions in TGH's Articles of Association requiring directors to disclose material interests in transactions, no disclosure by Marcus Delacroix of his personal relationship with Jean-Philippe Renard appears in TGH's corporate records in connection with the Crestfield engagement or at any subsequent time. Whether this omission constitutes a vio

6. Post-Resignation Steps. Following Delacroix's resignation from TGH and Torchlight on November 15, 2024, his signatory authority on the Meridian account was revoked by board resolution dated November 20, 2024, and Patricia Sung was added as a signatory with $100,000 single-signatory authority. The revocation was completed within five days of the resignation date.

7. TGM Records Gap. TGH's BVI registered office files do not contain records relating to TGM's local Regency International Bank account (Account No. GAN-4419-8837) or the $890,000 in cash withdrawals and $630,000 in in-kind benefits under review. These records are being separately obtained through Ganaran local counsel, Maître Salif Ndong of Ndong & Keïta Cabinet Juridique.

X. Recommended Next Steps Based on the findings and observations summarized above, the following next steps are recommended:

1. Complete Meridian Wire Transfer Records. Obtain from Meridian Commercial Bank the complete wire transfer records for Account No. 7740-2281-0056 covering the full period from April 2019 through the present date. These records should include initiating signatory identification, timestamps, beneficiary bank details, and any accompanying payment instructions or reference information. Once obtained, these records shoul

2. Confirm Completeness of TGH Corporate Records. Request that Catherine Whitfield of Hargrove Whitfield LLP confirm in writing whether any additional TGH corporate records exist at the registered agent's office (BVI Corporate Services Ltd.) or in any secondary storage location, including any informal correspondence files, email archives, or supplemental records maintained by the registered agent outside of the forma

3. Coordinate with Ganaran Local Counsel. Continue coordination with Maître Salif Ndong of Ndong & Keïta Cabinet Juridique regarding TGM corporate records, including TGM's articles of association, board resolutions, Regency International Bank account opening documentation, signatory authority designations, and transaction records. Particular attention should be given to the authorization protocols for the $890,000 in

4. BVI Director Liability Analysis. Request that Catherine Whitfield provide a formal legal opinion addressing whether the absence of a board resolution authorizing the excess payments to Crestfield (the $1,170,000 in excess of the contractual maximum) constitutes a breach of TGH's Articles of Association or the BVI Business Companies Act, and the potential implications for personal liability of the TGH directors who

5. Delacroix Indemnification Analysis. Evaluate the scope and applicability of the indemnification provision in TGH's Articles of Association in light of the evolving investigation findings regarding Delacroix's role in the alleged payment scheme. Specifically, assess whether the fraud and dishonesty exception to indemnification would likely apply based on the evidence developed to date, and coordinate with Torchligh

6. Incorporate Findings into Interim Investigation Report. Incorporate the findings from this corporate records review, together with the results of the Pinnacle forensic accounting analysis and the Ganaran counsel review, into the interim investigation report to be presented to the Audit Committee of Torchlight's Board of Directors. The Audit Committee, currently composed of Dr. Eleanor Fiske (Chair), Warren Ogilvy,