Contract analysis

I. Background — Subpoena and Investigation Context As the Staff is aware, the Commission issued the Formal Order on January 22, 2025, authorizing a formal investigation into potential violations of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), in connection with Torchlight's mining operations in the Republic of Ganara, West Africa. Pursuant to the Formal Order, a for

II. Scope of the First Rolling Production This first rolling production encompasses documents from the following categories responsive to the specifications set forth in the Subpoena: A. Corporate Organizational Documents. Articles of incorporation, bylaws, certificates of good standing, organizational charts, and related corporate formation and governance documents for each of the following entities: (i) Torchlight

III. Production Format and Specifications Documents in this production are being transmitted in electronic format via secure file transfer to the Staff in accordance with the SEC Division of Enforcement's guidelines for electronic document submissions. The production is formatted as follows: • Documents have been converted to single-page TIFF images with extracted text files. For documents that were originally in ima

IV. Bates Numbering Convention All documents in this production bear Bates numbers in the following format: TMC-SEC-000001 through the final document in this production. The prefix "TMC-SEC" has been adopted to designate documents produced by Torchlight Mining Corp. in response to the SEC Subpoena in File No. HO-14892 and to distinguish this production from any documents that may be produced to other requesting parti

V. Volume of the First Production This first rolling production comprises a total of 4,218 documents, consisting of 27,643 pages/images. The production includes both hard-copy documents that have been scanned and converted to electronic images and natively electronic documents produced either in TIFF format or in native format, as described in Section III above. Certain native-format files (principally spreadsheets)

VI. Privilege Withholdings and Privilege Log Certain documents responsive to the Subpoena have been withheld from this production on the basis of the attorney-client privilege, the work product doctrine, or both. Torchlight has conducted a thorough privilege review of the documents collected for this production and has withheld those documents that constitute or reflect confidential communications between Torchlight

VII. Continuing Production Obligations and Anticipated Schedule Torchlight intends to make additional rolling productions on a reasonable and expeditious schedule as document collection, processing, and review are completed. Calderwood & Harkness is committed to producing responsive, non-privileged documents as promptly as practicable. In addition to the categories of documents included in this first production, the

VIII. Reservations and Caveats Torchlight does not waive, and hereby expressly reserves, any and all objections to the Subpoena, whether or not previously asserted, including but not limited to objections based on: (a) the scope of the Subpoena, including the breadth of the document requests and the time periods covered; (b) relevance, materiality, and the relationship of the requested documents to the subject matter

IX. Cooperation Statement Torchlight Mining Corp. remains fully committed to cooperating with the Staff's investigation. Torchlight has taken, and will continue to take, all reasonable steps to identify, collect, preserve, and produce documents responsive to the Subpoena in a timely and complete manner. Calderwood & Harkness is available at the Staff's convenience to discuss any questions or concerns regarding this p