Contract analysis

I. Interview Summary and Logistics The following memorandum summarizes the substance of an interview of Patricia Sung, General Counsel and Corporate Secretary of Torchlight Mining Corp. ("Torchlight" or the "Company"), conducted in connection with the internal investigation of potential violations of the Foreign Corrupt Practices Act ("FCPA") and related laws arising out of Torchlight's mining operations in the Repub

1. Government Relations Advisory Agreement between Torchlight Ganara Holdings Ltd. and Crestfield Advisory Partners Ltd., dated April 12, 2019 (the "Crestfield Advisory Agreement");

2. Anonymous whistleblower complaint, Sentinel Compliance Solutions Inc. Report ID: SCH-2024-08-4417, received August 19, 2024;

3. Minutes of the Audit Committee of the Board of Directors of Torchlight Mining Corp., Special Session, September 5, 2024;

4. Resignation letter of Marcus Delacroix, VP Africa Operations, dated November 15, 2024;

5. U.S. Securities and Exchange Commission Formal Order of Investigation, File No. HO-14892, dated January 22, 2025;

6. SEC Document Subpoena to Torchlight Mining Corp., dated February 3, 2025;

7. U.S. Department of Justice, Fraud Section, Criminal Division, Voluntary Document Preservation Request, dated February 14, 2025; and

8. Torchlight Mining Corp. Form 8-K, filed with the SEC on February 7, 2025. This memorandum is based on contemporaneous notes taken by Steven Hollander during the interview and is intended to reflect the substance of Ms. Sung's statements. It is not a verbatim transcript. The memorandum is protected by the attorney-client privilege and the attorney work product doctrine and is prepared in anticipation of litigation

II. Background and Role of the Witness Ms. Sung provided the following background information regarding her professional history and current role at Torchlight Mining Corp. Patricia Sung, age 52, is a Canadian citizen residing in Toronto, Ontario. She was appointed General Counsel and Corporate Secretary of Torchlight Mining Corp. in 2020, a position she has held continuously since that date. In her capacity as Gener

III. Awareness of Crestfield Advisory Partners Ltd. Engagement A. Initial Knowledge of Crestfield Ms. Sung was asked to describe when and how she first became aware of Crestfield Advisory Partners Ltd. ("Crestfield") and its advisory relationship with Torchlight's Ganaran subsidiaries. She provided the following account. Ms. Sung stated she first became aware of Crestfield in general terms in approximately mid-2020,

IV. Receipt and Handling of the Whistleblower Complaint A. Timeline of Receipt and Escalation Ms. Sung was asked to describe the events following the receipt of the anonymous whistleblower complaint that initiated the Company's preliminary internal review. She provided the following account of the timeline and escalation process. Ms. Sung stated that Torchlight received an anonymous whistleblower complaint on August

V. Delacroix's Resignation and Osei-Bonsu's Termination A. Marcus Delacroix Ms. Sung was asked to describe the circumstances surrounding the departure of Marcus Delacroix from Torchlight. She provided the following account. Marcus Delacroix served as Vice President, Africa Operations, from November 3, 2018, until his resignation, which was effective November 15, 2024. In that role, Delacroix had overall responsibilit

VI. Torchlight's Response to SEC and DOJ Inquiries A. SEC Formal Order of Investigation Ms. Sung was asked to describe Torchlight's receipt of and response to the SEC's formal order of investigation. She provided the following account. Ms. Sung stated that Torchlight received the SEC's formal order of investigation (File No. HO-14892), dated January 22, 2025, which initiated a formal investigation into potential viol

VII. Knowledge of Specific Payments and Government Officials A. Payments Through Crestfield Ms. Sung was asked directly about her knowledge of specific payments to Ganaran government officials and the alleged channeling of funds through Crestfield to those officials. She was clear and unequivocal in her response. Ms. Sung stated that she had no contemporaneous knowledge of any payments to Ganaran government officials

1. Kousseri Mining License (License No. KCC-2019-0047), issued September 14, 2019;

2. Kousseri Environmental Impact Approval (Approval No. ENV-KCC-2020-113), issued March 27, 2020;

3. Dembélé Exploration License (License No. DRE-2021-0092), issued July 8, 2021;

4. Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), issued February 14, 2023; and

5. Kousseri Expansion Permit (Permit No. KCC-2019-0047-A1), issued April 3, 2024. Ms. Sung stated that each of these permits was material to Torchlight's Ganaran mining operations and that the timing of their issuance correlates with Crestfield's engagement period and the payment of success fees under the Crestfield Advisory Agreement. C. Cash Withdrawals and In-Kind Benefits Ms. Sung was asked specifically about the

VIII. Torchlight's Compliance Program and Oversight Ms. Sung was asked to describe the current state of Torchlight's anti-corruption compliance program and her assessment of its effectiveness, particularly as it relates to the Ganaran operations. Ms. Sung stated that Torchlight's anti-corruption compliance program has been significantly enhanced since her appointment as General Counsel in 2020 and, in particular, sin

IX. Interaction with External Auditors Ms. Sung was asked to describe Torchlight's relationship with its external auditors in light of the matters under investigation. She provided the following account. Ms. Sung stated that Clarendon Group LLP serves as Torchlight's external auditor, with Alain Beaumont serving as the engagement partner for the Torchlight audit. She noted that Clarendon has served as Torchlight's au

X. D&O Insurance Ms. Sung was asked to describe the status of Torchlight's directors' and officers' liability insurance coverage in light of the Investigation and government proceedings. She confirmed the following. Torchlight maintains directors' and officers' ("D&O") liability insurance through Dalton & Mercer Inc. The applicable policy is identified as Policy No. DM-0092-FCPA-2024. Ms. Sung stated that the policy

XI. Voluntary Self-Disclosure Considerations Ms. Sung was asked about the Company's consideration of a voluntary self-disclosure ("VSD") to the DOJ under its Corporate Enforcement Policy ("CEP") and related programs. She provided the following account, noting that much of the analysis is being conducted under the direction of Calderwood & Harkness and is subject to the attorney-client privilege. Ms. Sung stated that

XII. Assessment of Witness Credibility and Demeanor Ms. Sung was cooperative and forthcoming throughout the entire 3.5-hour interview. She appeared to answer all questions candidly and without evasion, providing detailed and responsive answers and volunteering relevant context where appropriate. Her manner was professional and composed, though she displayed visible concern when discussing the potential impact of the

XIII. Open Items and Follow-Up The following items remain open following the interview and require follow-up action:

1. Kingsley Institutional Partners Governance Letters. Ms. Sung requested copies of the governance inquiry letters sent by Kingsley Institutional Partners LP (Annette Kingsley, Managing Partner) to Torchlight's Board of Directors. Before any copies are shared with Ms. Sung or other Company personnel, the letters should be reviewed for privilege implications, including whether they contain or reference privileged comm

2. October 2024 Meeting with Delacroix. Follow-up with Ms. Sung is needed regarding the precise timing—specifically, the exact date—and the detailed substance of her October 2024 meeting with CEO Vandermeer and Delacroix, at which Delacroix was informed of the preliminary internal review and the Crestfield concerns. The interviewers should request any contemporaneous notes, calendar entries, or correspondence relatin

3. September 5, 2024, Audit Committee Minutes. Obtain and review the minutes of the Audit Committee's special session on September 5, 2024, at which the preliminary internal review was authorized. The minutes were referenced during the interview but were not reviewed in full with Ms. Sung. They may contain additional detail regarding the scope of the review authorized, any limitations on the review's mandate, and the

4. Delacroix Litigation Hold Compliance. Confirm the status of Marcus Delacroix's compliance with the March 17, 2025, litigation hold notice. Given Delacroix's resignation, his current residence in Lyon, France, his retention of personal counsel (Whitmore & Sharpe LLP), and his counsel's declination of the voluntary interview request, there is a significant risk that Delacroix is not preserving relevant documents, in