Contract analysis

I. Purpose of This Memorandum This memorandum sets forth the scope, objectives, and detailed work plan for the internal investigation of Torchlight Mining Corp. ("Torchlight" or "TMC") concerning potential violations of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"). The purpose of this memorandum is to provide a comprehensive roadmap for all members of the Calderwood

II. Background and Factual Summary A. Overview of Torchlight Mining Corp. Torchlight Mining Corp. is a Canadian corporation organized under the Canada Business Corporations Act ("CBCA"), with its principal executive offices located at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada. Torchlight is a mid-cap, publicly traded mining company with diversified operations spanning multiple commodities and

III. Key Subjects and Persons of Interest The investigation has identified the following individuals as key subjects and persons of interest. For each, we set forth the available identifying information, their role in the alleged scheme, and their current representation status. This section is intended to provide the team with a reference for investigative planning purposes. Detailed dossiers on each individual will

1. Hon. Boubacar Diallo — Former Minister of Mines and Natural Resources of the Republic of Ganara, serving in that capacity from 2018 to 2023. As Minister of Mines and Natural Resources, Mr. Diallo had authority over the issuance of mining licenses and concessions, including the Kousseri and Dembélé licenses at issue. He is alleged to have received approximately $1,850,000 through Crestfield and through intermediary

2. Amadou Traoré — Director of Environmental Permitting, Ministry of Environment, serving in that capacity from 2017 to the present. Mr. Traoré had direct authority over the issuance of environmental impact approvals, including the Kousseri Environmental Impact Approval (Certificate No. ENV-KCC-2020-113). He is alleged to have received approximately $620,000 in Crestfield payments and direct wire transfers characteri

3. Col. Ibrahim Konaté — Former Regional Prefect, Kousseri Province, serving from 2019 to 2023. Col. Konaté exercised regional administrative authority over the Kousseri mining area, including the authority to approve or delay infrastructure and access permits at the provincial level. He is alleged to have received approximately $340,000 in cash and in-kind benefits, including vehicle purchases and travel expenses.

4. Other Officials / Unidentified Recipients. The preliminary review has identified approximately $1,920,000 in payments for which the ultimate recipients have not yet been conclusively determined. The tracing and identification of these recipients is a priority for the forensic accounting work and the witness interview program.

IV. Mining Permits at Issue The following five permits and licenses are at the center of the investigation. Each was obtained during the period of the alleged scheme (April 2019 through October 2024), and each is associated with activity by Crestfield Advisory Partners Ltd. and/or suspected improper payments to the Ganaran government officials identified in Section III.D above.

1. Kousseri Copper-Cobalt Complex Mining License. License No. KCC-2019-0047, issued on September 14, 2019, by the Ministry of Mines and Natural Resources of the Republic of Ganara. This is a 25-year mining license covering an area of 14,200 hectares in the Kousseri Province. The license authorizes the extraction of copper and cobalt ores within the concession area. Notably, this license was obtained approximately fou

2. Kousseri Environmental Impact Approval. Certificate No. ENV-KCC-2020-113, issued on March 27, 2020, by the Ministry of Environment of the Republic of Ganara. This environmental impact approval was required by Ganaran law as a precondition to the commencement of extraction operations at the Kousseri Copper-Cobalt Complex. The approval was within the direct authority of Director Amadou Traoré, one of the alleged rec

3. Dembélé Rare Earths Exploration License. License No. DRE-2021-0092, issued on July 8, 2021, by the Ministry of Mines and Natural Resources. This is a five-year exploration license covering an area of 8,750 hectares in the Dembélé region, authorizing geological exploration and assessment of rare-earth mineral deposits.

4. Dembélé Mining License Upgrade. License No. DRE-M-2023-0018, issued on February 14, 2023, by the Ministry of Mines and Natural Resources. This license represents the conversion of the Dembélé exploration license (DRE-2021-0092) to a full mining license, authorizing commercial-scale extraction of rare-earth minerals. The upgrade process is subject to more intensive regulatory scrutiny than initial exploration licen

5. Kousseri Expansion Permit. Amendment KCC-2019-0047-A1, issued on April 3, 2024, by the Ministry of Mines and Natural Resources. This amendment expanded the Kousseri concession area by 3,200 hectares, bringing the total licensed area to 17,400 hectares. The expansion was significant because it encompassed a geologically promising zone adjacent to the existing concession that had been the subject of competitive inte

V. Scope of the Internal Investigation A. Substantive Legal Issues The investigation will address the following substantive legal issues, each of which requires separate analysis and each of which will be the subject of a dedicated analysis memorandum:

1. FCPA Anti-Bribery Provisions (15 U.S.C. §§ 78dd-1, 78dd-2, 78dd-3). The investigation will determine whether payments made by TGH and TGM to Ganaran government officials — whether through Crestfield Advisory Partners Ltd. or directly — constitute "corrupt" payments to "foreign officials" made for the purpose of "obtaining or retaining business" or "directing business" within the meaning of the FCPA's anti-bribery

2. FCPA Books and Records Provisions (Section 13(b)(2)(A) of the Securities Exchange Act of 1934). The investigation will assess whether Torchlight's books and records accurately reflected the nature, purpose, and recipients of payments made through the Crestfield channel and through TGM's direct payments. Of particular concern are: (a) the mischaracterization of $890,000 in cash withdrawals under GL 7450 as "Communi

3. FCPA Internal Controls Provisions (Section 13(b)(2)(B) of the Securities Exchange Act of 1934). The investigation will evaluate whether Torchlight maintained a system of internal accounting controls sufficient to provide reasonable assurances that: (a) transactions were executed in accordance with management's general or specific authorization; (b) transactions were recorded as necessary to permit preparation of f

4. Canadian Corruption of Foreign Public Officials Act ("CFPOA"). As a Canadian corporation, Torchlight is also subject to the CFPOA, which criminalizes the bribery of foreign public officials by Canadian persons and entities. The CFPOA analysis will be coordinated with Bartlett Keene & Ostrander LLP, our Canadian co-counsel. The lead partner on the CFPOA analysis is Richard Bartlett III. The CFPOA exposure presents

5. Ganaran Criminal and Administrative Exposure. TGM, as an entity organized under Ganaran law, and its personnel, may face criminal prosecution under Ganaran anti-corruption statutes, as well as administrative consequences including the potential revocation of mining licenses. The Ganaran legal risk analysis will be conducted in coordination with Ndong & Keïta Cabinet Juridique, our Ganaran local counsel, under the

VI. Document Collection and Preservation A. Litigation Hold A comprehensive litigation hold notice is to be issued on March 17, 2025, to all 23 identified custodians. The custodian population has been determined based on the preliminary internal review and consists of the following categories: • 12 current employees of Torchlight and its subsidiaries, identified based on their roles in the Ganaran operations, the Cre

VII. Forensic Accounting — Coordination with Pinnacle Forensic Advisory LLC Pinnacle Forensic Advisory LLC will be retained on or about March 12, 2025, to serve as the forensic accounting firm for the investigation. The engagement will be led by Dr. Leonard Strauss, CPA, CFF, Engagement Partner, at Pinnacle's offices at 1700 Market Street, Suite 1200, Philadelphia, PA 19103. Pinnacle is being retained at the directio

1. Complete Wire Transfer Reconstruction. Pinnacle will reconstruct all wire transfers from the TGH account at Meridian Commercial Bank (Account No. 7740-2281-0056) to Crestfield Advisory Partners Ltd., organized by amount, date, description, and approval chain. This reconstruction will form the foundation for the payment flow analysis.

2. Invoice-by-Invoice Analysis. Pinnacle will conduct a detailed analysis of all 24 Crestfield invoices, organized by year: For each invoice, Pinnacle will analyze the stated services rendered, the relationship of the invoiced amount to the contractual fee schedule, the approval and payment processing chain, and any discrepancies or inconsistencies in the supporting documentation.

3. Onward Payment Tracing. To the extent that records are available, Pinnacle will identify and trace Crestfield's onward payments — i.e., payments made by Crestfield to third parties after receiving funds from TGH. This tracing analysis is critical to establishing the ultimate destination of the funds and the identity of the beneficiaries. The availability of Crestfield's bank records and the cooperation (or lack th

4. TGM Direct Payment Analysis. Pinnacle will analyze the $890,000 in cash withdrawals from TGM's account at Regency International Bank coded under GL 7450 ("Community Relations Expenses") and the approximately $630,000 in in-kind benefits (vehicle purchases, travel) recorded under GL 7200 and GL 7310. The analysis will include review of all supporting documentation, identification of recipients, and assessment of wh

5. Timeline Correlation Analysis. Pinnacle will prepare a detailed timeline mapping Crestfield invoice dates and payment dates against the five permit issuance dates identified in Section IV. This analysis will quantify the temporal relationship between payments and official actions and will be a key exhibit in any eventual reporting to the Audit Committee, the SEC, or the DOJ.

6. Delegation of Authority Compliance Analysis. Pinnacle will identify all invoices that exceeded the $50,000 single-approval threshold under Torchlight's Delegation of Authority Policy and determine whether dual authorization was obtained. The preliminary review has identified that 14 of the 24 Crestfield invoices exceeded this threshold and were approved solely by Mr. Osei-Bonsu, without secondary authorization.

7. External Audit Workpaper Review. Pinnacle will review the audit workpapers of Clarendon Group LLP (Torchlight's external auditors), with Alain Beaumont serving as the Engagement Partner on the Torchlight audit, for fiscal years 2019 through 2023. The purpose of this review is to determine whether Crestfield payments were identified, flagged, or substantively tested during the external audit process, and whether th

VIII. Witness Interview Schedule and Plan A. Interview Protocol All witness interviews conducted as part of this investigation will adhere to the following protocols, which are designed to protect the integrity of the investigation, the rights of interview subjects, and the company's attorney-client privilege: • Two-Attorney Requirement: All interviews will be conducted by at least two Calderwood & Harkness attorneys

1. Nadia Berenson, VP Compliance and Ethics — Target Date: April 7, 2025. Interview topics will include: her receipt and escalation of the whistleblower complaint (Report ID: SCH-2024-08-4417); her knowledge of the Crestfield engagement, including whether Crestfield was ever subjected to third-party due diligence; the scope and effectiveness of the compliance training program as applied to Ganaran operations; her ass

2. Diane Fournier, VP Finance — Target Date: April 8, 2025. Interview topics will include: her oversight of the financial consolidation of TGH and TGM results into Torchlight's consolidated financial statements; her knowledge of the Crestfield invoices and the approval processes applied to those invoices; the GL 7450 coding practices and whether she was aware of the coding of cash withdrawals as "Community Relations

3. Patricia Sung, General Counsel and Corporate Secretary — Target Date: April 9, 2025. Interview topics will include: her role in the initial Audit Committee review following the whistleblower complaint; her awareness of the Crestfield engagement and the Government Relations Advisory Agreement; the circumstances surrounding Mr. Delacroix's resignation; Torchlight's response to the SEC subpoena and the DOJ preservati

4. Additional Headquarters Personnel — April 10–11, 2025. Additional interviews may be scheduled based on findings from the document review and forensic accounting work. The identity of these additional witnesses will be determined as the investigation progresses. C. Second Wave — Republic of Ganara, via Video (April 28 – May 2, 2025) The second wave of witness interviews will focus on current and available Ganaran-b

1. Thomas Achebe, Finance Director, TGM — Target Date: April 28, 2025. Interview topics will include: his role in processing Crestfield invoices; the procedures for cash withdrawals at Regency International Bank, including who authorized the withdrawals and how they were documented; any directions he received from Mr. Osei-Bonsu regarding the GL coding of cash disbursements; his knowledge of the ultimate recipients o

2. Kwame Mensah, Procurement Manager, TGM — Target Date: April 29, 2025. Interview topics will include: his role in procuring vehicles and arranging travel for government officials; the justification provided for the vehicle purchases and travel expenses booked under GL 7200 and GL 7310; the identities of the government officials who received in-kind benefits; the procurement procedures applied to these expenditures;

3. Additional TGM Personnel — April 30 – May 2, 2025. Additional TGM personnel may be interviewed based on information obtained during the first wave of interviews and the forensic accounting review. D. Key Subjects — Interview Status • Marcus Delacroix. Mr. Delacroix is represented by Helen Whitmore at Whitmore & Sharpe LLP. A voluntary interview request will be sent to Ms. Whitmore by March 25, 2025. Mr. Delacroix

IX. Coordination with Co-Counsel The investigation requires coordination with outside counsel in multiple jurisdictions. The following co-counsel engagements are either in place or are being finalized: A. Bartlett Keene & Ostrander LLP (Canadian Counsel) • Lead Partner: Richard Bartlett III • Address: 100 Wellington Street West, Suite 2600, Toronto, Ontario M5K 1J3, Canada • Role: Bartlett Keene & Ostrander is advisi

X. Estimated Financial Exposure The following summary of estimated government exposure is presented for the purpose of guiding the investigation team's prioritization decisions and for inclusion in reporting to the Audit Committee. These estimates are preliminary and are subject to significant revision as the investigation develops additional facts. Government Monetary Exposure The DOJ criminal fine estimate is based