Contract analysis

I. Interview Summary On April 8, 2025, Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate) of Calderwood & Harkness LLP conducted an in-person interview of Diane Fournier, Vice President, Finance, Torchlight Mining Corp. Ms. Fournier is a Canadian citizen, approximately 50 years of age. The interview was conducted at the offices of Calderwood & Harkness LLP, Toronto, Ontario, Canada, as part of

II. Upjohn Warnings At the outset of the interview, before any substantive questioning commenced, Steven Hollander administered the standard Upjohn/corporate Miranda warnings to Ms. Fournier. Specifically, Mr. Hollander explained the following:

1. Calderwood & Harkness LLP has been retained by, and represents, Torchlight Mining Corp. Calderwood & Harkness does not represent Ms. Fournier in her individual capacity, and no attorney-client relationship exists between Calderwood & Harkness and Ms. Fournier personally.

2. The interview is being conducted at the direction of, and for the benefit of, Torchlight Mining Corp. The purpose of the interview is to gather facts relevant to the company's internal investigation into potential violations of the United States Foreign Corrupt Practices Act and related laws and regulations.

3. The conversation between Ms. Fournier and Calderwood & Harkness is protected by the attorney-client privilege. However, the privilege belongs to the company — that is, to Torchlight Mining Corp. — and not to Ms. Fournier individually. The company has the sole authority to assert or waive the privilege.

4. The company may choose to waive the privilege in the future, including by disclosing the substance of this interview to third parties such as the United States Department of Justice, the United States Securities and Exchange Commission, the Royal Canadian Mounted Police, or other government regulators or law enforcement authorities.

5. Ms. Fournier was instructed to keep the substance of the interview confidential. Specifically, she was asked not to discuss the content of the interview, the questions asked, or her responses with other employees, officers, directors, or witnesses of Torchlight Mining Corp. or any of its subsidiaries or affiliates. After Mr. Hollander delivered each of the foregoing warnings, he asked Ms. Fournier whether she unde

III. Background and Role A. Professional Background Ms. Fournier stated that she has served as Vice President, Finance, of Torchlight Mining Corp. since approximately 2016, a position she has held continuously through the present date. Her tenure in this role predates the relevant period of the investigation, which focuses primarily on conduct occurring between 2019 and 2024. In her capacity as Vice President, Financ

IV. Knowledge of Crestfield Advisory Partners Ltd. A. Initial Awareness Ms. Fournier was questioned at length regarding her knowledge of and interactions concerning Crestfield Advisory Partners Ltd. ("Crestfield"). Ms. Fournier stated that she first became aware of Crestfield in approximately mid-to-late 2019, when Crestfield invoices began appearing in TGH's accounts payable records. She encountered these invoices d

V. Crestfield Invoice Processing and Approval A. Invoice Flow and Approval Chain A substantial portion of the interview was devoted to the mechanics of Crestfield invoice processing and the internal controls applicable thereto. Ms. Fournier described the standard invoice processing flow for TGH as follows:

1. Invoices from third-party service providers, including Crestfield, were initially received by TGM's Finance Director, Thomas Achebe, in Ganara.

2. Mr. Achebe would review the invoices for basic completeness and prepare them for approval.

3. The invoices were then submitted for approval to the Country Manager, Raymond Osei-Bonsu, who had primary expenditure authorization for TGM's operations in Ganara.

4. Upon Osei-Bonsu's approval, the invoices were submitted to TGH for payment processing. Payment was effectuated through TGH's account at Meridian Commercial Bank (BVI), Account No. 7740-2281-0056. Ms. Fournier stated that this process was the standard workflow for vendor payments at the TGH/TGM level. She noted that the process was managed locally by Achebe's finance team under Osei-Bonsu's supervision. Ms. Fournie

VI. GL 7450 — "Community Relations Expenses" A. Nature of GL 7450 Entries Ms. Fournier was questioned regarding general ledger code 7450, which is described in Torchlight's chart of accounts as "Community Relations Expenses." The investigation team's analysis has identified $890,000 in cash withdrawals from TGM's local bank account at Regency International Bank, Ganara (Account No. GAN-4419-8837), that were booked un

VII. Timing Correlation — Invoices and Permit Issuance Ms. Fournier was shown the invoice-to-permit timeline correlation analysis prepared by the investigation team in coordination with Pinnacle Forensic Advisory LLC, the forensic accounting firm retained by Calderwood & Harkness for the investigation. The forensic accounting engagement is led by Dr. Leonard Strauss, partner at Pinnacle Forensic Advisory. The analysi

VIII. Knowledge of Alleged Recipients Ms. Fournier was asked about her knowledge of specific Ganaran government officials who have been identified by the investigation team as alleged recipients of improper payments. Ms. Fournier stated that she had limited awareness of the identities and roles of specific Ganaran government officials involved in the permitting and regulatory processes applicable to TGM's operations.

IX. Relationship with Key Subjects A. Marcus Delacroix Ms. Fournier was asked about her professional relationship with Marcus Delacroix, the former Vice President, Africa Operations, Torchlight Mining Corp. Ms. Fournier described the relationship as professional and functional, centered on their overlapping responsibilities for the financial performance and reporting of Torchlight's Africa operations. She stated that

X. Interaction with External Auditors Regarding Crestfield Ms. Fournier was asked specifically about whether the external auditors, Clarendon Group LLP, had raised any questions or concerns regarding the Crestfield engagement or the GL 7450 entries during the annual audit cycles for fiscal years 2019 through 2023. Ms. Fournier stated that during the annual audits, Clarendon reviewed TGH and TGM financials as part of

XI. Awareness of Whistleblower Complaint and Investigation Ms. Fournier was asked about her awareness of the anonymous whistleblower complaint that initiated the internal investigation. She stated that she became aware of the whistleblower complaint in approximately early September 2024, shortly after the complaint was escalated within the company's governance structure. Ms. Fournier stated the following regarding th

1. An anonymous whistleblower complaint was received on August 19, 2024, through the company's third-party ethics hotline, which is administered by Sentinel Compliance Solutions Inc. The complaint was assigned Report ID: SCH-2024-08-4417.

2. The complaint was reviewed by Nadia Berenson, Vice President, Compliance and Ethics, who determined that it warranted escalation to the Audit Committee of Torchlight's Board of Directors. Ms. Berenson escalated the complaint to Dr. Eleanor Fiske, Chair of the Audit Committee, on August 26, 2024.

3. The Audit Committee, composed of Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen, authorized a preliminary internal review on September 5, 2024. Ms. Fournier stated that she became aware of the preliminary review at approximately this time. Ms. Fournier stated that she was contacted by Patricia Sung, General Counsel of Torchlight Mining Corp., in approximately early September 2024 and was asked to as

XII. Document Preservation and Cooperation Ms. Fournier confirmed that she received the litigation hold notice issued by Calderwood & Harkness LLP, dated March 17, 2025. She stated that she has read and understands the obligations imposed by the litigation hold. Ms. Fournier stated that she has preserved, and will continue to preserve, all documents and communications in her possession, custody, or control that are p

XIII. Assessment of Credibility and Demeanor Ms. Fournier was cooperative throughout the interview and appeared forthcoming in her responses to the interviewers' questions. She answered questions directly and did not appear to attempt to obstruct, delay, or evade the interview process. She was attentive to the questions posed and asked for clarification where she did not understand a question, which the interviewers

XIV. Follow-Up Items Based on the substance of Ms. Fournier's interview, the following follow-up items have been identified for further investigation:

1. Fournier-Delacroix Communications re: Crestfield. Obtain and review all email communications between Diane Fournier and Marcus Delacroix that reference Crestfield Advisory Partners Ltd., TGH consultant payments, or Ganaran permitting matters. Cross-reference this collection with the e-discovery data set being assembled by Marlowe Asset Management Digital Forensics Inc. to identify any communications not captured t

2. Fournier-Achebe Communications re: GL 7450 and TGM Finances. Obtain and review all email communications between Diane Fournier and Thomas Achebe regarding GL 7450 entries, cash withdrawals from TGM's Regency International Bank account, and TGM budget variances. This will assist in determining the extent of Ms. Fournier's awareness of and engagement with the financial anomalies identified in TGM's records.

3. Consolidation Working Papers — FY2019–FY2024. Review Ms. Fournier's consolidation working papers for fiscal years 2019 through 2024 for any notations, comments, queries, or follow-up items related to Crestfield invoices, GL 7450 entries, or other anomalies in TGH or TGM financial data. The presence or absence of such notations will be relevant to assessing the adequacy of Ms. Fournier's review and the extent of he

4. Cross-Reference with Achebe Interview. Cross-reference Ms. Fournier's testimony regarding DOA Policy compliance, invoice approval procedures, and GL 7450 entries with the testimony of Thomas Achebe, Finance Director, TGM. Mr. Achebe's interview is scheduled for April 28, 2025, as part of the second wave of witness interviews, to be conducted by video conference from the Republic of Ganara.

5. Clarendon Group LLP Audit Workpapers. Follow up with Clarendon Group LLP to obtain the audit workpapers for the FY2019 through FY2023 audit cycles. Determine whether Crestfield invoices or GL 7450 entries were sampled for detailed audit testing during any of these audit cycles, and if so, what conclusions, if any, the audit team reached. This will be relevant to both the assessment of Ms. Fournier's testimony and

6. Pinnacle Forensic Advisory — Detailed Reconciliation. Request that Pinnacle Forensic Advisory LLC, under the direction of Dr. Leonard Strauss, prepare a detailed year-by-year reconciliation of Crestfield's contractual entitlements (retainer, success fees, and expense reimbursements) against actual payments made, incorporating Ms. Fournier's testimony regarding the absence of any contract amendment authorizing paym

7. Cross-Reference with Berenson Interview Memorandum. Coordinate with the memorandum of Nadia Berenson's witness interview (conducted April 7, 2025) to cross-check accounts of the September 2024 preliminary review, the escalation of the whistleblower complaint, and Ms. Fournier's involvement in the initial document gathering process. Any material inconsistencies between the two accounts should be identified and expl

XV. Distribution This memorandum constitutes privileged attorney work product prepared in anticipation of litigation and at the direction of counsel in connection with Calderwood & Harkness LLP's representation of Torchlight Mining Corp. in the above-referenced FCPA investigation. The memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel. Distribution of this memorandum is s