Contract analysis

I. Purpose and Background The purpose of this memorandum is to summarize and analyze the legal advice provided by Maître Salif Ndong of Ndong & Keïta Cabinet Juridique ("N&K") regarding potential criminal, administrative, and regulatory consequences under the laws of the Republic of Ganara arising from the conduct under investigation in connection with the Torchlight Mining Corp. FCPA matter. This memorandum is inten

II. Ganaran Entities and Personnel at Risk A. Torchlight Ganara Mining S.A. (TGM) Torchlight Ganara Mining S.A. ("TGM") is a société anonyme organized under the laws of the Republic of Ganara, with its registered office at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara. TGM is a wholly owned indirect subsidiary of Torchlight Mining Corp., held through Torchlight Global Holdings Ltd. ("TGH"

III. Ganaran Criminal Law Framework — Anti-Corruption Provisions A. Overview of Ganaran Penal Code Provisions on Corruption Maître Ndong advises that the Ganaran Penal Code (Code Pénal de la République de Ganara) contains detailed anti-corruption provisions set forth in Title IV ("Offenses Against Public Administration"), Chapter III ("Corruption and Related Offenses"). These provisions are modeled substantially on t

Article 316 of the Ganaran Penal Code directly addresses the use of intermediaries in corruption schemes. It provides that the use of an intermediary or agent to convey or deliver an undue advantage does not relieve the principal of criminal liability under Articles 314 or 315. The intermediary is also subject to prosecution as a co-participant (complice) in the offense. This provision is highly relevant to the facts

IV. Administrative and Regulatory Consequences — Mining Licenses A. Mining Code of the Republic of Ganara In addition to the criminal law exposure discussed in Section III, TGM faces substantial administrative and regulatory risk arising from the potential revocation or suspension of its mining licenses and related permits. Maître Ndong has reviewed the Ganaran Mining Code (Code Minier de la République de Ganara), or

Article 78 — Grounds for Revocation of Mining Licenses. Article 78 of the Ganaran Mining Code provides that the Minister of Mines and Natural Resources may revoke a mining license upon a finding that the license was obtained through fraud, corruption, or material misrepresentation. The revocation process requires the Ministry to issue a written notice to the license holder specifying the grounds for revocation and pr

Article 82 — Suspension Pending Investigation. Article 82 of the Ganaran Mining Code provides that the Minister of Mines may suspend a mining license for a period of up to twelve (12) months pending the outcome of a criminal investigation or judicial proceeding, if there is prima facie evidence that the license was obtained by corrupt means. Unlike revocation, suspension under Article 82 does not require the full min

1. Kousseri Copper-Cobalt Complex Mining License (KCC-2019-0047). This license was issued on September 14, 2019, and grants TGM a twenty-five (25) year mining concession covering 14,200 hectares in the Kousseri region for the extraction of copper and cobalt. The Kousseri complex is TGM's primary revenue-generating asset and the backbone of Torchlight's Ganaran operations. The investigation has revealed that Crestfiel

2. Kousseri Environmental Impact Approval (ENV-KCC-2020-113). This approval was issued on March 27, 2020, by the Ministry of Environment, certifying TGM's compliance with environmental impact assessment requirements for the Kousseri Copper-Cobalt Complex. The investigation has identified payments totaling approximately $620,000 to Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment, cha

3. Dembélé Rare Earths Exploration License (DRE-2021-0092). This license was issued on July 8, 2021, granting TGM a five (5) year exploration license covering 8,750 hectares in the Dembélé region for the exploration of rare earth elements. Risk Level: Moderate. The Dembélé project is at the exploration stage and has not yet generated revenue. The financial impact of revocation would be lower in absolute terms but str

4. Dembélé Mining License Upgrade (DRE-M-2023-0018). This license was issued on February 14, 2023, converting TGM's Dembélé exploration license to a full mining license authorizing extraction activities across the 8,750-hectare concession area. This permit was obtained during the period of the most active Crestfield payments and at a time when the relationship between TGM, Crestfield, and Ganaran officials appears to

5. Kousseri Expansion Permit (KCC-2019-0047-A1). This permit was issued on April 3, 2024, expanding the Kousseri concession area by 3,200 hectares (from 14,200 to 17,400 hectares). It is the most recently issued permit within the investigation period. The $335,000 in Crestfield invoices paid in 2024 (through October 31, 2024) are temporally correlated with this permit, and the investigation has identified communicati

V. Risk of Ganaran Criminal Investigation and Prosecution A. Current Status Maître Ndong has made discreet inquiries — without identifying Torchlight, TGM, or the specific matters under investigation — with contacts at the Ganaran Ministry of Justice and the office of the Procureur Général (Attorney General) in Libreville. Based on these inquiries, as of April 18, 2025, there is no indication that Ganaran authorities

VI. Implications for TGM Personnel A. Raymond Osei-Bonsu As a Ganaran citizen residing in the Republic of Ganara, Mr. Osei-Bonsu faces the most direct and immediate criminal exposure under Ganaran law. Based on the evidence gathered to date, Mr. Osei-Bonsu is the individual most closely associated with the approval and facilitation of the Crestfield payments and the direct cash withdrawals and in-kind benefits direct

VII. Interaction Between U.S. and Ganaran Proceedings A. Dual Sovereignty and Parallel Proceedings The U.S. DOJ and SEC investigations address potential violations of the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, 78dd-2, 78dd-3; 15 U.S.C. § 78m(b)), including the anti-bribery provisions, the books and records provisions, and the internal accounting controls provisions. Any potential Gana

VIII. Recommendations Based on the analysis set forth in this memorandum and the advice received from Maître Ndong and N&K, the following recommendations are offered for consideration by the investigation team and the Audit Committee. A. Immediate Steps

1. Monitor Ganaran Government Activity. N&K should be instructed to conduct ongoing monitoring of the Ganaran Ministry of Justice, the office of the Procureur Général, the Ministry of Mines and Natural Resources, and the Ministry of Environment for any indications of formal investigation or license review proceedings relating to TGM, Torchlight, or the Ganaran officials identified in this memorandum. N&K should also

2. Prepare for License Defense. N&K should be instructed to draft a preliminary defense strategy to be deployed in the event that the Ministry of Mines initiates revocation or suspension proceedings under Articles 78 and 82 of the Ganaran Mining Code. The defense strategy should emphasize TGM's significant economic contribution to the Republic of Ganara (approximately 2,400 local jobs, tax revenue, royalties, and com

3. Personnel Risk Assessment. Calderwood & Harkness and N&K should jointly conduct a detailed risk assessment for Mr. Achebe, Mr. Mensah, and other TGM personnel who may face criminal exposure under Ganaran law. Both Mr. Achebe and Mr. Mensah should be advised of their potential exposure and encouraged to retain independent Ganaran counsel to advise them on their personal legal positions. Calderwood & Harkness should

4. Expatriate Repatriation Assessment. Torchlight should promptly evaluate whether any of TGM's eighty-five (85) expatriate personnel should be relocated out of the Republic of Ganara as a precautionary measure. This assessment should prioritize any individuals who may have had involvement — however peripheral — in the matters under investigation, as well as any individuals holding senior management or financial role

5. VSD Considerations. The Ganaran legal and regulatory risk analysis set forth in this memorandum should be factored into the Audit Committee's deliberations on the voluntary self-disclosure decision. In particular, the Audit Committee should be informed that any information disclosed to U.S. authorities through the VSD process may eventually reach Ganaran authorities through formal or informal channels, and that VS

6. Privilege Coordination. Calderwood & Harkness should ensure that all communications between C&H and N&K — including the written memo