Contract analysis

I. EXECUTIVE SUMMARY This interim report summarizes the findings to date of the internal investigation conducted by Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") at the direction of the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of Torchlight Mining Corp. ("Torchlight" or the "Company") into potential violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and

II. BACKGROUND A. Torchlight Mining Corp. — Corporate Overview Torchlight Mining Corp. is a corporation organized under the Canada Business Corporations Act, with its principal executive offices located at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada. Torchlight is a publicly traded company: its American Depositary Receipts ("ADRs") are listed on the New York Stock Exchange under the ticker symb

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 14,200 hectares in the Kousseri Province. Notably, TGM's application for this license was processed in approximately four months, which is approximately four months faster than the statutory aver

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 certificate was a prerequisite for the commencement of extraction operations at the Kousseri Copper-Cobalt Complex. Without this approval, TGM could not have commenced mining activities at the Kousseri site.

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 8,750 hectares in the Dembélé region, authorizing TGM to conduct geological surveys, exploratory drilling, and sample extraction for rare-earth minerals.

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 converted TGM's exploration authorization at the Dembélé site into a full mining license, permitting commercial-scale extraction operations.

5. Kousseri Expansion Permit (Amendment KCC-2019-0047-A1) — Issued on April 3, 2024, by the Ministry of Mines and Natural Resources. This amendment to the original Kousseri mining license expanded the concession area by 3,200 hectares, bringing the total Kousseri concession to 17,400 hectares. The expansion permit was the most recent of the five permits and was obtained approximately six months before the last Crestf

III. SCOPE AND METHODOLOGY OF THE INVESTIGATION A. Scope of the Investigation The scope of the investigation, as defined by the Audit Committee in consultation with Calderwood & Harkness, encompasses all payments, transactions, and communications involving TGH, TGM, Crestfield Advisory Partners Ltd., and any Ganaran government official or intermediary, from January 1, 2018, to the present. The investigation's start d

1. Document Collection and Review A litigation hold notice was issued on March 17, 2025, covering all documents from January 1, 2018, to the present, in the possession, custody, or control of Torchlight, TGH, and TGM. The litigation hold applies to all forms of electronically stored information ("ESI"), including email, instant messages, documents stored on corporate servers and shared drives, financial system data,

2. Forensic Accounting Pinnacle Forensic Advisory LLC ("Pinnacle") was retained on March 12, 2025, for a comprehensive forensic review of the financial records of TGH and TGM, including Crestfield invoices, wire transfer records, cash disbursements, and general ledger entries from 2019 through 2024. The engagement partner at Pinnacle is Dr. Leonard Strauss, CPA, CFF. Pinnacle's estimated fees for the engagement are $

3. Witness Interviews Two waves of witness interviews have been completed to date. The first wave was conducted in Toronto from April 7 through April 11, 2025, and included interviews with three corporate-level personnel. The second wave was conducted via video conference from April 28 through May 2, 2025, and included interviews with two TGM-based personnel located in the Republic of Ganara. All interviews were cond

4. Legal Analysis Calderwood & Harkness is conducting a comprehensive legal analysis addressing the following subjects: (a) analysis of the Crestfield Advisory Agreement and its terms; (b) identification and cataloguing of red flags associated with the Crestfield engagement and the direct TGM payments; (c) assessment of FCPA books and records and internal controls compliance; (d) evaluation of Torchlight's anti-corru

5. Multi-Jurisdictional Coordination Given the cross-border nature of the conduct at issue and the multiple jurisdictions implicated, Calderwood & Harkness is coordinating with the following counsel: • Bartlett Keene & Ostrander LLP (Richard Bartlett III, lead partner, Toronto) — Canadian law, including CFPOA exposure and Canadian securities disclosure obligations. • Hargrove Whitfield LLP (Catherine Whitfield, lead

IV. FINDINGS TO DATE — THE CRESTFIELD CHANNEL A. The Government Relations Advisory Agreement The Crestfield Advisory Agreement (the "Agreement") was executed on April 12, 2019, between TGH, as client, and Crestfield Advisory Partners Ltd. ("Crestfield"), as advisor. The Agreement defined Crestfield's scope of services as "government relations advisory services, including regulatory liaison, permit facilitation, and s

V. FINDINGS TO DATE — DIRECT AND IN-KIND PAYMENTS FROM TGM A. Cash Withdrawals (GL 7450 — "Community Relations Expenses") Between 2019 and 2024, TGM made cash withdrawals totaling $890,000 from its account at Regency International Bank (Ganara), Account No. GAN-4419-8837. These withdrawals were booked under general ledger code 7450, which is described in Torchlight's chart of accounts as "Community Relations Expenses

VI. SUMMARY OF RED FLAGS IDENTIFIED The investigation has identified nine principal red flags associated with the Crestfield engagement and the direct TGM payments. These red flags are catalogued below and are cross-referenced to the detailed discussion in other sections of this report. A summary table is also provided as Appendix C.

1. Excess payments without contract amendment. Crestfield invoices totaled $3,210,000, exceeding the contractual maximum of $2,040,000 by $1,170,000. No contract amendment, addendum, or other formal authorization for payments in excess of the contractual maximums has been identified in corporate records. See Section IV.A.

2. No competitive selection process. Crestfield was engaged without any competitive bidding, alternative-vendor evaluation, or documented selection rationale. Renard was personally introduced by Delacroix, and the engagement was approved without compliance review. See Section IV.A.

3. Lack of legitimate operating indicia. Crestfield lacked the indicia of a legitimate operating entity. The entity had no website, no employees other than Renard, no operational office (only a registered-agent address in Mauritius), and no discernible track record of advisory services beyond the TGH engagement. See Section IV.C.

4. Circumvention of dual-approval threshold. Fourteen of the twenty-four Crestfield invoices exceeded the $50,000 single-approval threshold under Torchlight's Delegation of Authority Policy, yet were approved solely by Osei-Bonsu without the required dual authorization. No exception report or escalation was triggered. See Sections IV.B and IX.B.

5. Unsupported cash withdrawals under vague GL code. TGM cash withdrawals totaling $890,000 over five years were booked under GL code 7450 ("Community Relations Expenses"), a broadly defined category, with no supporting documentation, community program records, or third-party receipts. See Section V.A.

6. Timing correlation between payments and permits. Crestfield invoice activity spiked in the 30 to 60 days preceding each of the five permit issuances, strongly suggesting that the payments were tied to specific, anticipated government actions rather than ongoing advisory services. See Section IV.B.

7. Use of personal email to circumvent corporate recordkeeping. Delacroix used his personal (non-company) email account in at least 37 identified communications with Renard, thereby circumventing Torchlight's corporate email system and recordkeeping controls. The content of these communications is partially available through Renard's responses found in company custodian files. See Section VII.

8. Absence of due diligence file. No due diligence file on Crestfield exists in Torchlight's compliance records. Despite the government-facing nature of the engagement, no background check, beneficial ownership verification, sanctions screening, or risk assessment was conducted at any point during the six-year relationship. See Sections IV.C and IX.B.

9. In-kind benefits delivered to government officials. Vehicles and travel benefits procured through TGM's procurement process were delivered to personal addresses of government officials rather than to TGM operational sites, and were recorded as though they were legitimate TGM operational expenses. See Section V.B. These red flags, considered individually and collectively, paint a picture of a payment scheme that wa

VII. WITNESS INTERVIEW SUMMARIES A. Interview Protocols All witness interviews in connection with this investigation have been conducted in accordance with Upjohn / corporate Miranda protocols. Prior to the commencement of each interview, the witness was advised of the following: (a) Calderwood & Harkness LLP represents Torchlight Mining Corp. and does not represent the individual witness; (b) The purpose of the inte

1. Nadia Berenson, VP Compliance and Ethics (April 7, 2025) Nadia Berenson, Vice President of Compliance and Ethics for Torchlight, was interviewed on April 7, 2025, in Calderwood & Harkness's Toronto conference facilities. The interview was conducted by Conrad Ashby (Responsible Partner) and Steven Hollander (Lead Associate). Berenson was not represented by individual counsel. Berenson confirmed receipt of the anony

2. Diane Fournier, VP Finance (April 8, 2025) Diane Fournier, Vice President of Finance for Torchlight, was interviewed on April 8, 2025. The interview was conducted by Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate). Fournier was not represented by individual counsel. Fournier is responsible for the consolidation of TGH/TGM financial data into Torchlight's consolidated financial statements

3. Patricia Sung, General Counsel and Corporate Secretary (April 9, 2025) Patricia Sung, General Counsel and Corporate Secretary of Torchlight, was interviewed on April 9, 2025. The interview was conducted by Conrad Ashby (Responsible Partner) and Steven Hollander (Lead Associate). Sung was not represented by individual counsel for purposes of this interview but was advised of her right to retain personal counsel. Su

4. Thomas Achebe, Finance Director, TGM (April 28, 2025) Thomas Achebe, Finance Director of TGM, was interviewed via video conference on April 28, 2025. The interview was conducted by Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate). Achebe was not represented by individual counsel but was advised of his right to consult with personal counsel. Achebe is responsible for the day-to-day financi

5. Kwame Mensah, Procurement Manager, TGM (April 29, 2025) Kwame Mensah, Procurement Manager of TGM, was interviewed via video conference on April 29, 2025. The interview was conducted by Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate). Mensah was not represented by individual counsel. Mensah described his role in procuring goods and services for TGM's mining operations, including vehicles,

VIII. FORENSIC ACCOUNTING STATUS Pinnacle Forensic Advisory LLC ("Pinnacle"), under the direction of engagement partner Dr. Leonard Strauss, CPA, CFF, was retained on March 12, 2025, to conduct a comprehensive forensic accounting review of TGH and TGM financial records in connection with the investigation. Set forth below is a summary of the forensic accounting work completed to date and the work remaining. Work Comp