Contract analysis

I. Interview Summary and Logistics On April 29, 2025, Steven Hollander and Jasmine Thornton of Calderwood & Harkness LLP conducted a witness interview of Kwame Mensah in connection with the internal investigation being conducted at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. ("Torchlight" or the "Company"). This interview was part of the second wave of witness interviews

II. Upjohn Warnings At the commencement of the interview, Steven Hollander delivered the standard Upjohn warnings (sometimes referred to as "corporate Miranda" warnings) to Kwame Mensah, in accordance with Calderwood & Harkness's Witness Interview Protocol. The warnings were delivered orally in English, which is Mensah's working language at TGM. Hollander proceeded through each element of the warning separately and p

1. Calderwood & Harkness LLP represents Torchlight Mining Corp. and its subsidiaries, including TGM. Calderwood & Harkness does not represent Mensah individually, and no attorney-client relationship exists between Mensah and Calderwood & Harkness.

2. The purpose of the interview is to gather facts in connection with an internal investigation being conducted at the direction of the Audit Committee of Torchlight's Board of Directors. The investigation concerns certain payments and transactions involving TGM and its operations in the Republic of Ganara.

3. The interview and the communications made during it are protected by the attorney-client privilege. However, the privilege belongs to Torchlight Mining Corp. as the client, and not to Mensah personally.

4. Torchlight Mining Corp. may, in its sole discretion, choose to waive the attorney-client privilege in the future, including by disclosing the substance of this interview to government authorities such as the U.S. Department of Justice, the U.S. Securities and Exchange Commission, or other regulatory or law enforcement bodies.

5. Mensah should not discuss the substance of the interview, the questions asked, or his responses with other employees of TGM or Torchlight, or with any third parties outside of Calderwood & Harkness.

6. Mensah is expected to provide truthful and complete responses to all questions posed during the interview. Mensah confirmed that he understood each of these points. He stated affirmatively that he was willing to proceed with the interview on these terms and that he had no questions regarding the warnings. In addition, Mensah was informed that he had the right to retain separate legal counsel at his own expense, an

III. Background and Role A. Professional Background Mensah stated that he joined TGM in March 2020 as Procurement Manager, a position he has held continuously since that date. Prior to joining TGM, Mensah indicated that he had approximately eight years of procurement and supply chain experience in the mining and natural resources sectors in West and Central Africa, though the interviewers did not explore his prior em

IV. Vehicle Purchases and In-Kind Benefits A. Overview of Vehicle Procurement Mensah provided an overview of TGM's standard vehicle procurement process. He explained that vehicle purchases follow the same general procurement workflow applicable to other purchases (discussed in greater detail in Section V below), with purchase requisitions initiated by department heads or senior management. For vehicles, the requisiti

V. TGM Procurement Procedures and Controls A. Standard Procurement Process Mensah described TGM's standard procurement workflow in detail. He explained that the process is governed by a local procurement policy maintained at the TGM level. The workflow, as described by Mensah, consists of the following steps:

1. Purchase Requisition. A purchase requisition form is submitted by the requesting department or individual. The requisition identifies the goods or services to be procured, the estimated cost, the intended use, the requested delivery date, and the budget line or GL account to which the expenditure should be charged.

2. Approval Thresholds. The requisition is routed for approval based on the estimated cost of the purchase, as follows: • For purchases under $20,000: Approval by the relevant department head is sufficient. • For purchases between $20,000 and $50,000: Approval by the Country Manager (Osei-Bonsu, during the relevant period) is required. • For purchases above $50,000: Dual approval is required from both the Country Man

3. Competitive Bidding. For purchases exceeding $30,000, TGM's procurement policy requires competitive bidding, defined as a minimum of three quotations from qualified vendors or suppliers.

4. Purchase Order. Following approval, the procurement team issues a purchase order to the selected vendor.

5. Receipt and Verification. Upon delivery, the goods or services are inspected and verified against the purchase order specifications.

6. Payment. Payment is processed through TGM's finance department based on vendor invoices and verified receipt documentation. Mensah stated that this workflow was generally followed for routine operational procurement. However, as discussed below, Mensah identified several instances in which elements of the process—particularly the competitive bidding requirement—were bypassed at Osei-Bonsu's instruction. B. Delegat

VI. Interactions with Raymond Osei-Bonsu A. General Working Relationship Mensah described his working relationship with Raymond Osei-Bonsu in considerable detail. Mensah characterized Osei-Bonsu as "hands-on" and "directive" in his management style, particularly with respect to any procurement or expenditure involving government officials or community relations matters. Mensah stated that Osei-Bonsu took a personal i

1. July 2020 — Land Cruiser for Col. Konaté. Osei-Bonsu instructed Mensah to "find a good Land Cruiser" for delivery to Col. Konaté. Osei-Bonsu stated, in words to the effect of: "The Prefect has been very helpful with the Kousseri license and we need to show appreciation." Mensah understood this to mean that the vehicle was being provided to Col. Konaté as a reward or expression of gratitude for the Prefect's role i

2. March 2022 — Hilux for Col. Konaté. Osei-Bonsu directed Mensah to purchase the Northpoint Enterprises Hilux for Konaté, describing the purchase as "part of our community development commitment." Mensah stated that this characterization did not align with his understanding of community development, which typically involved infrastructure projects or contributions to local communities rather than the provision of pe

3. September 2023 — Pajero for Col. Konaté. Osei-Bonsu instructed Mensah to purchase the Mitsubishi Pajero and specifically told Mensah not to seek competitive bids. Osei-Bonsu stated: "Just get it from the usual dealer, we don't have time for three quotes." Mensah understood this as a direction to bypass TGM's competitive bidding requirement for purchases exceeding $30,000.

4. December 2022 — Airline Tickets for Konaté's Family. Osei-Bonsu instructed Mensah to book business-class flights for Col. Konaté's family members to travel to Dubai. Osei-Bonsu described the booking as a "year-end goodwill gesture." Mensah stated that this was one of the transactions that caused him the greatest personal discomfort, as it involved personal travel for the family of a government official with no app

VII. Knowledge of Compliance Program and Training Mensah was asked about his knowledge of Torchlight's compliance program, including anti-corruption training and reporting mechanisms. His responses are summarized below. Anti-Corruption Training. Mensah stated that he recalled attending one anti-corruption training session during his tenure at TGM. He believes this training occurred in late 2021 or early 2022. The tra

VIII. Document Requests and Follow-Up Items At the conclusion of the interview, the interviewers discussed with Mensah several categories of documents that would be relevant to the investigation and that Mensah, in his role as Procurement Manager, would be in a position to locate and produce. Mensah was cooperative and agreed to make reasonable efforts to locate the following materials from TGM's procurement files:

1. Purchase requisition forms for the three vehicles directed to Col. Konaté: the 2020 Northpoint Enterprises Land Cruiser (approximately $68,000), the 2022 Northpoint Enterprises Hilux (approximately $45,000), and the 2023 Mitsubishi Pajero (approximately $52,000). Mensah was asked to ensure that copies include all approval signatures, including any countersignatures by Thomas Achebe.

2. Purchase requisitions for the two additional vehicles identified as directed to other government officials: the 2021 SUV (approximately $55,000) and the 2023 sedan (approximately $38,000). Again, all approval signatures should be included.

3. Delivery receipts or transfer documentation for all five vehicles referenced above, to the extent such documentation is available in TGM's records. This includes any delivery confirmations, transfer of title documentation, or other records reflecting the ultimate disposition of the vehicles.

4. TGM corporate travel booking records reflecting airline tickets and hotel accommodations arranged for government officials during the 2020–2024 period. This includes booking confirmations, itineraries, receipts, and any associated internal approvals or authorizations.

5. Written communications (emails) between Mensah and Osei-Bonsu regarding procurement for government officials, including but not limited to communications referencing Col. Konaté, the Ministry of Mines, the environmental directorate, or any other government body or official. Mensah stated that procurement records are maintained both in hard copy at TGM's offices in Libreville and electronically in TGM's procurement

IX. Credibility Assessment and Observations Based on the conduct and substance of the interview, the interviewers offer the following observations and preliminary credibility assessment. Demeanor and Cooperation. Mensah appeared cooperative and forthcoming throughout the interview. He answered questions directly and without apparent hesitation. He did not appear evasive or attempt to minimize his involvement in the t

X. Privilege and Confidentiality Notice This memorandum was prepared by attorneys at Calderwood & Harkness LLP at the direction of counsel and in anticipation of litigation and government investigation. It reflects the mental impressions, conclusions, opinions, and legal theories of counsel and contains factual information gathered during the course of a privileged internal investigation. This memorandum is protected