Contract analysis

I. Upjohn Warnings and Preliminary Matters At the outset of the interview, Conrad Ashby administered Upjohn warnings (sometimes referred to as "corporate Miranda" warnings) to Ms. Berenson. Mr. Ashby explained the following to Ms. Berenson clearly and deliberately: (a) Calderwood & Harkness LLP represents Torchlight Mining Corp. (the "Company") in this matter. The firm does not represent Ms. Berenson individually, an

II. Witness Background Ms. Berenson provided the following background information: Her full legal name is Nadia Berenson. She currently holds the title of Vice President, Compliance and Ethics at Torchlight Mining Corp. She is a Canadian citizen, forty-six years of age, and resides in Toronto, Ontario. Ms. Berenson was appointed to her current role in 2021, which is also the year she joined Torchlight Mining Corp. Pr

III. Receipt and Handling of the Whistleblower Complaint A. Initial Receipt (August 19, 2024) On August 19, 2024, Ms. Berenson received an automated notification from Sentinel Compliance Solutions Inc. ("Sentinel"), Torchlight's third-party ethics hotline provider, indicating that a new report had been filed through the Sentinel platform. The report was assigned Report ID: SCH-2024-08-4417. The report had been submit

IV. Knowledge of the Crestfield Advisory Engagement A. Prior Awareness Ms. Berenson stated unequivocally that she first became aware of the existence of Crestfield Advisory Partners Ltd. when she reviewed the vendor database following receipt of the whistleblower complaint in August 2024. She had no prior knowledge of, or involvement in, the engagement of Crestfield at any point during her tenure at Torchlight. The G

1. Absence of due diligence file. No due diligence file of any kind on Crestfield existed in Torchlight's compliance records. There was no anti-corruption questionnaire, no background screening report, no risk-tier classification, and no compliance sign-off for the engagement. This was a fundamental deficiency.

2. Shell entity characteristics. Crestfield appeared to have no website, no publicly identifiable employees other than its sole principal, Jean-Philippe Renard, and was registered at an address matching a registered-agent office in Port Louis, Mauritius (7th Floor, Nexus Tower, Ebène Cybercity). Ms. Berenson stated that these characteristics were, in her experience, consistent with a shell entity and constituted a si

3. Personal introduction by Delacroix. Ms. Berenson learned during the preliminary review, through a review of email correspondence obtained from TGH files, that Renard had been personally introduced by Marcus Delacroix. The personal introduction of a consultant by the executive responsible for the relevant business unit, without any independent vetting or competitive process, was identified by Ms. Berenson as a red

4. Inadequate anti-corruption contractual provisions. The Crestfield Advisory Agreement contained a general anti-corruption representation at Clause 9.2, pursuant to which Crestfield warranted compliance with "all applicable anti-corruption laws." However, the agreement did not specifically reference the U.S. Foreign Corrupt Practices Act or the Canadian Corruption of Foreign Public Officials Act. Ms. Berenson noted

5. No audit rights clause. The agreement contained no clause granting Torchlight or TGH the right to audit Crestfield's books, records, or financial statements. The absence of audit rights significantly limited the Company's ability to verify that payments to Crestfield were being used for legitimate purposes.

6. Payments substantially exceeding expected amounts. Ms. Berenson was informed by Diane Fournier, Vice President, Finance, that total payments to Crestfield had exceeded $3 million. Ms. Berenson stated that this amount was significantly above what the contractual terms of the agreement would have contemplated, though she did not have the detailed invoice-by-invoice breakdown at that stage. She flagged the quantum of

7. Absence of gift/hospitality/entertainment tracking submissions. Ms. Berenson noted that there were no Crestfield-related submissions in Torchlight's gift, hospitality, and entertainment tracking system. Given that Crestfield's stated role was government-relations advisory, the complete absence of any reported gifts, hospitality, or entertainment associated with the engagement was, in her view, anomalous and concer

V. Torchlight's Anti-Corruption Compliance Program A. Program Overview Ms. Berenson provided a detailed description of Torchlight's global anti-corruption compliance program, which she has overseen in her capacity as Vice President, Compliance and Ethics since joining the Company in 2021. The key components of the program are as follows: Anti-Corruption Policy (adopted 2020, revised 2022). The Anti-Corruption Policy

1. Retroactive due diligence on pre-existing engagements. The 2020 Anti-Corruption Policy was not applied retroactively to third-party engagements that predated the policy's adoption. This meant that the Crestfield Advisory Agreement, dated April 12, 2019, was never subjected to the enhanced due diligence procedures required under the policy for government-relations intermediaries. Ms. Berenson stated that she raised

2. No dedicated compliance personnel in Ganara. TGM had no on-the-ground compliance officer, compliance liaison, or compliance-designated personnel of any kind. All compliance functions for the Ganaran operations were managed remotely from the Toronto headquarters. Ms. Berenson stated that this arrangement severely limited the compliance team's visibility into day-to-day operations, vendor relationships, and governme

3. Low training completion rates at TGM. Ms. Berenson stated that annual anti-corruption training completion rates for TGM personnel were significantly and persistently lower than the corporate averages. For 2023, the most recent full year for which data was available at the time of the interview, the completion rate for TGM expatriate staff was approximately 62%, and the completion rate for local Ganaran employees w

4. Delegation of Authority Policy enforcement. Ms. Berenson was aware that Torchlight's Delegation of Authority Policy required dual approval for all expenditures exceeding $50,000. However, she stated that she had no operational role in enforcing this financial control, which fell under the purview of the finance function rather than the compliance function. She was not aware until the investigation commenced that f

5. Absence of gift/hospitality/entertainment tracking for TGM. Ms. Berenson noted that TGM personnel submitted virtually no entries into Torchlight's gift, hospitality, and entertainment tracking system throughout the period she had overseen the program. This was despite the fact that TGM's operations were inherently government-facing and involved regular interaction with mining regulators, environmental officials, a

6. Tone at the subsidiary level. Ms. Berenson expressed broader concern that the compliance culture at TGM was significantly weaker than the compliance culture at the corporate level in Toronto. She attributed this disparity in part to the geographic remoteness of TGM's operations, the cultural and linguistic distance between the Toronto compliance team and Ganaran personnel, and — most significantly — the dominant i

VI. Berenson's Assessment of Marcus Delacroix and Raymond Osei-Bonsu A. Marcus Delacroix Ms. Berenson stated that she had limited direct interaction with Marcus Delacroix during her tenure at Torchlight. Delacroix spent the majority of his time either traveling or based in West Africa, and his presence at the Toronto headquarters was infrequent. Their interactions were largely confined to periodic meetings at which c

VII. Berenson's Knowledge of Specific Government Officials Ms. Berenson stated that she had no personal knowledge of, or interaction with, any of the Ganaran government officials identified in the investigation. Specifically, she stated the following: • She had no knowledge of or contact with the Honorable Boubacar Diallo, who served as Minister of Mines and Natural Resources for the Republic of Ganara from 2018 to 2

VIII. Berenson's Knowledge of Specific Mining Permits Ms. Berenson stated that she was generally aware that TGM held mining licenses and environmental approvals in the Republic of Ganara, as this was a matter of general corporate knowledge within the organization. However, she had no involvement in the permit application or approval processes and was not consulted on any aspect of obtaining these licenses. Ms. Berens

IX. SEC and DOJ Matters Ms. Berenson stated that she is aware of the principal regulatory proceedings arising from the investigation. Specifically, she was aware of the SEC's formal order of investigation (File No. HO-14892), which was issued on January 22, 2025, and of the SEC document subpoena that was served on the Company on February 3, 2025. She was also aware of the DOJ's voluntary document preservation request

X. Documents Identified by Witness During the course of the interview, Ms. Berenson identified the following documents as relevant to the investigation and confirmed that they are available in her files, in the compliance team's records, or in other Company records accessible to her:

1. The original whistleblower complaint (Report ID: SCH-2024-08-4417) as filed through the Sentinel Compliance Solutions Inc. platform, including the anonymous narrative submission and associated metadata.

2. Ms. Berenson's escalation memorandum to Dr. Eleanor Fiske, Chair of the Audit Committee, dated August 26, 2024, summarizing the whistleblower complaint, her preliminary assessment, and her recommendation to authorize an internal review.

3. The Torchlight Mining Corp. Anti-Corruption Policy (original version adopted 2020; revised version dated 2022).

4. The Torchlight Mining Corp. Code of Conduct (current version in effect).

5. The Third-Party Due Diligence Procedures manual, which sets forth the requirements for anti-corruption questionnaires, background screening, risk-tier classification, and compliance sign-off for third-party intermediaries.

6. Anti-corruption training completion records for 2021, 2022, 2023, and 2024, including completion rates broken down by business unit and specifically reflecting TGM completion rates for both expatriate and local Ganaran personnel.

7. Reports from the gift, hospitality, and entertainment tracking system reflecting the absence of any submissions from TGM personnel during the relevant period.

8. Email correspondence between Ms. Berenson and Marcus Delacroix from approximately Q2 2022, in which Ms. Berenson raised the need for retrospective due diligence on Crestfield Advisory Partners Ltd. and other legacy third-party relationships in Ganara.

9. Email correspondence between Ms. Berenson and Patricia Sung, General Counsel, from 2022, in which Ms. Berenson raised the gap in retroactive due diligence and Ms. Sung provided direction regarding prioritization.

10. Minutes of the Audit Committee meeting held on September 5, 2024, at which the Audit Committee authorized the preliminary internal review. Ms. Berenson confirmed that she would produce or make available all of the foregoing documents to the Calderwood & Harkness investigation team promptly upon request. She stated that she was not aware of any additional documents in her possession that were responsive to the inv

XI. Assessment of Credibility and Demeanor Ms. Berenson appeared forthcoming and cooperative throughout the approximately three-hour-and-fifteen-minute interview. She responded to questions directly and without evasion. She did not request breaks or decline to answer any question posed to her. She was candid in acknowledging the deficiencies in Torchlight's compliance program as applied to the Ganaran operations and

XII. Follow-Up Items The following items require follow-up action by the investigation team:

1. Escalation Memo. Obtain and review Ms. Berenson's August 26, 2024 escalation memorandum to Dr. Eleanor Fiske, Audit Committee Chair, to confirm that the memorandum is consistent with Ms. Berenson's description of its contents during this interview and to evaluate the quality and completeness of the preliminary assessment reflected therein.

2. Training Records. Obtain anti-corruption training completion records for TGM for all years of Ms. Berenson's tenure (2021–2024) and compare TGM completion rates to corporate averages on a year-by-year basis. Evaluate whether Torchlight made adequate efforts to ensure compliance training participation at TGM and whether deficiencies were appropriately escalated.

3. Crestfield Due Diligence Correspondence. Obtain and review the Q2 2022 email correspondence between Ms. Berenson and Marcus Delacroix regarding retrospective due diligence on Crestfield, as well as the email correspondence between Ms. Berenson and Patricia Sung on the same topic. These communications are critical to assessing the state of knowledge and decision-making at the General Counsel and VP Operations level

4. Third-Party Due Diligence Procedures Manual. Review the Third-Party Due Diligence Procedures manual to assess whether the procedures required, recommended, or contemplated retroactive application to pre-existing engagements, and whether the decision not to apply the procedures retroactively was a policy decision or a gap in the procedures themselves.

5. Anti-Corruption Policy Distribution to TGM. Confirm whether the Anti-Corruption Policy (2020, revised 2022) was formally distributed to TGM personnel, including Delacroix and Osei-Bonsu, and whether written acknowledgment forms were obtained from TGM personnel. If acknowledgment forms were obtained from Delacroix and Osei-Bonsu, copies should be secured for the investigation file.

6. Berenson's Potential Exposure. Assess Ms. Berenson's potential exposure, if any, as a witness in connection with the SEC and DOJ investigations. Consider whether her knowledge of the Crestfield due diligence gap, her 2022 escalation, and her role in the preliminary review could give rise to regulatory scrutiny directed at her individually. Evaluate whether it is advisable to recommend that Ms. Berenson retain sepa

7. Follow-Up Interview. Schedule a follow-up interview with Ms. Berenson if additional documents, forensic accounting findings, or other witness testimony raise new questions or require clarification of matters discussed in this initial interview.

8. Cross-Reference with Patricia Sung Interview. Cross-reference Ms. Berenson's account of the Q2 2022 interaction regarding Crestfield due diligence — including her characterization of Ms. Sung's instruction to "prioritize new engagements" — with Patricia Sung's interview testimony. Ms. Sung's interview is currently scheduled for April 9, 2025. Any discrepancies between the two accounts should be identified and expl

XIII. Certification This memorandum was prepared by Steven Hollander, Lead Associate, and Jasmine Thornton, Working Associate, based on notes taken by Ms. Thornton during the interview and the recollections of Messrs. Ashby and Hollander. The memorandum has been reviewed by Conrad Ashby, Responsible Partner. This memorandum constitutes a privileged attorney work product prepared in anticipation of litigation and for