Contract analysis

I. Executive Summary On February 3, 2025, the Division of Enforcement of the United States Securities and Exchange Commission (the "SEC" or the "Commission") served a formal document subpoena on Torchlight Mining Corp. ("Torchlight" or "TMC") in connection with the SEC's formal order of investigation, File No. HO-14892, issued on January 22, 2025. The investigation concerns potential violations of the Foreign Corrupt

II. Background A. The SEC Investigation The SEC's Division of Enforcement issued a formal order of investigation on January 22, 2025, assigned File No. HO-14892. The order authorizes Commission staff to investigate potential violations of the FCPA, specifically targeting both the anti-bribery provisions set forth in Section 30A of the Securities Exchange Act of 1934 (the "Exchange Act") and the books-and-records and

III. Analysis of the SEC Document Subpoena A. Overview of Subpoena Specifications The SEC's formal document subpoena was served on Torchlight Mining Corp. on February 3, 2025, approximately twelve days after the formal order of investigation was issued. The subpoena was issued pursuant to the Commission's authority under the formal order of investigation, File No. HO-14892, dated January 22, 2025, and is enforceable

IV. Privilege and Work Product Issues A. Attorney-Client Privilege The SEC subpoena response will require careful identification and logging of documents protected by the attorney-client privilege. We have identified several categories of privileged communications that will arise in the production review process: Pre-existing privilege (pre-engagement communications). Communications between Patricia Sung, in her capa

V. Proposed Rolling Production Schedule A. Rationale for Rolling Productions The volume and complexity of the responsive data set warrants a rolling production schedule rather than a single bulk production. The estimated total data volume is approximately 1.625 terabytes, distributed across three principal data sources: This data is held across 23 custodians, comprising 12 current employees (including Erik Vandermeer

VI. Coordination with DOJ Voluntary Preservation Request A. Nature of DOJ Request As noted in Section II.B, the DOJ Fraud Section sent a voluntary document preservation request to Torchlight dated February 14, 2025. This request was received by Torchlight's General Counsel and acknowledged internally. The request is not a subpoena, a civil investigative demand, or any other form of compulsory process. No formal grand