Contract analysis

I. Interview Logistics Witness. Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A. ("TGM"). Mr. Achebe is a Ganaran citizen, age 41. He has been employed by TGM continuously from approximately March 2019 to the present. His office is located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara. Date and Time of Interview. The interview was conducted on April 28, 2025, as part of t

II. Upjohn Warnings Administered At the outset of the interview, before any substantive questions were posed, Steven Hollander administered the standard Upjohn/corporate Miranda warnings, consistent with the Witness Interview Protocol approved by the Audit Committee of Torchlight Mining Corp. for this investigation. Mr. Hollander explained the following points to Mr. Achebe: (a) Calderwood & Harkness LLP represents T

III. Background and Role A. Employment History Mr. Achebe stated that he joined TGM in approximately March 2019, shortly after TGM became operationally active in the Republic of Ganara. He explained that he had previously worked as a senior accountant at a regional mining services company in West Africa and had been recruited to TGM based on his financial management experience in the extractive industries sector. Mr.

IV. Crestfield Advisory Partners Ltd. — Invoice Processing A. Initial Awareness of Crestfield Mr. Achebe stated that he first became aware of Crestfield Advisory Partners Ltd. ("Crestfield") in approximately mid-2019, several months after joining TGM. His awareness arose from receiving invoices issued by Crestfield that were directed to TGH. The invoices were forwarded to him by Mr. Osei-Bonsu for processing and paym

1. Crestfield invoices were sent from a Mauritius-registered address — specifically, 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius — to Mr. Osei-Bonsu, typically by email. Mr. Achebe did not receive invoices directly from Crestfield; they were always routed through Mr. Osei-Bonsu.

2. Mr. Osei-Bonsu would forward the invoice to Mr. Achebe by email, accompanied by instructions to process payment. These forwarding emails were generally brief and did not contain detailed explanations of the services to which the invoices related.

3. Upon receipt from Mr. Osei-Bonsu, Mr. Achebe would code the invoice in TGM's accounting system. The coding typically assigned the expense to the appropriate general ledger account based on the invoice description.

4. Payment of Crestfield invoices was initiated from TGH's Meridian Commercial Bank account (Account No. 7740-2281-0056), not from TGM's local Regency International Bank account. Mr. Achebe explained that this routing was consistent with the fact that the contractual relationship was between TGH and Crestfield, not between TGM and Crestfield.

5. Mr. Achebe would prepare the wire transfer request, including the beneficiary details, payment amount, and reference information. Mr. Osei-Bonsu would review, approve, and sign the wire transfer request.

6. Mr. Achebe would then transmit the signed wire instructions to Meridian Commercial Bank for execution. He would retain copies of the wire transfer requests and any confirmations received from the bank in TGM's financial records. C. Invoice Volume and Amounts Mr. Achebe confirmed that he processed invoices from Crestfield throughout the period from 2019 to 2024, spanning approximately five and one-half years. He es

V. Cash Withdrawals — GL 7450 ("Community Relations Expenses") A. Nature and Frequency of Cash Withdrawals Mr. Achebe confirmed that TGM regularly made cash withdrawals from its account at Regency International Bank (Account No. GAN-4419-8837) throughout his tenure as Finance Director. He stated that some of these cash withdrawals were for legitimate operational purposes. He explained that TGM's mining operations wer

VI. In-Kind Benefits — Vehicles and Travel A. Awareness. Mr. Achebe stated that he was aware that TGM had purchased vehicles that were provided to local officials and community leaders in the Republic of Ganara. He characterized this practice as one that he had observed throughout his tenure with TGM. These vehicle purchases and related in-kind benefit transactions were booked across multiple general ledger codes, in

VII. Interaction with External Auditors Mr. Achebe confirmed that Clarendon Group LLP, with engagement partner Alain Beaumont, conducted annual audits of Torchlight Mining Corp.'s consolidated financial statements, which included the financial results of TGM. He stated that Clarendon's local audit staff visited TGM's offices in Libreville annually to conduct fieldwork in connection with the audit. During these visits

VIII. Knowledge of the Whistleblower Complaint and Investigation Mr. Achebe stated that he became aware that Torchlight Mining Corp. was conducting some form of internal review in approximately late September or October 2024. His awareness arose from receiving inquiries from Nadia Berenson, VP Compliance and Ethics at Torchlight Mining Corp., about Crestfield invoices and GL 7450 entries. Ms. Berenson's inquiries pro

IX. Knowledge of Government Investigations Mr. Achebe stated that he became aware of the U.S. Securities and Exchange Commission's formal order of investigation (File No. HO-14892) and the inquiry by the U.S. Department of Justice through internal communications issued from the office of Patricia Sung, General Counsel of Torchlight Mining Corp. These communications followed Torchlight's filing of a Form 8-K with the

X. Communications with Delacroix and Renard Mr. Achebe stated that he had very limited direct communication with Marcus Delacroix throughout his tenure at TGM. The substantial majority of communications between TGM and Mr. Delacroix were routed through Mr. Osei-Bonsu in his capacity as Country Manager. Mr. Achebe described his interactions with Mr. Delacroix as infrequent and largely confined to occasional group call

XI. Achebe's Assessment and Candor Mr. Achebe appeared cooperative and forthcoming throughout the interview. He answered questions directly and did not appear evasive or reluctant to address sensitive topics. He provided detailed descriptions of the payment processes he administered and acknowledged deficiencies in those processes without prompting. Specifically, Mr. Achebe acknowledged that certain aspects of the pa

XII. Documents Referenced or Produced Mr. Achebe stated that he would make available to the investigation team, through the e-discovery process currently being managed by Marlowe Asset Management Digital Forensics Inc., the following categories of documents from his files:

1. Copies of all Crestfield Advisory Partners Ltd. invoices in his possession, including any accompanying cover emails or transmittal communications from Mr. Osei-Bonsu;

2. Wire transfer requests and bank confirmations related to Crestfield payments processed through Meridian Commercial Bank (Account No. 7740-2281-0056);

3. GL 7450 journal entries and any available supporting documentation, including handwritten notes from Mr. Osei-Bonsu and any other records maintained in connection with the "Community Relations Expenses" account;

4. Cash withdrawal slips from Regency International Bank (Account No. GAN-4419-8837), including both GL 7450 withdrawals and operational petty cash withdrawals, to the extent within his possession;

5. Monthly financial packages prepared by Mr. Achebe and transmitted to Diane Fournier for consolidation into Torchlight Mining Corp.'s financial statements;

6. Email correspondence with Raymond Osei-Bonsu, Diane Fournier, and Nadia Berenson relating to the matters discussed during the interview, including any communications concerning Crestfield invoices, GL 7450 documentation, and the internal review. Mr. Achebe stated that he believed the majority of the foregoing documents exist in electronic form on TGM's internal systems and in his corporate email account. He commit

XIII. Follow-Up Items Based on the information provided during the Achebe interview, the following items require follow-up action:

1. GL 7450 Journal Entries and Cross-Referencing. Request that Mr. Achebe provide a complete set of GL 7450 journal entries for the full period of 2019 through 2024, together with whatever supporting documentation exists in his files. These materials should be cross-referenced against the analysis prepared by Pinnacle Forensic Advisory LLC to identify any discrepancies between Mr. Achebe's records and the amounts ide

2. Cash Withdrawal Procedures — Bank Records Comparison. Coordinate with Dr. Leonard Strauss at Pinnacle Forensic Advisory LLC to compare Mr. Achebe's description of cash withdrawal procedures against the bank records independently obtained from Regency International Bank (Account No. GAN-4419-8837). In particular, verify the dual-signature requirement described by Mr. Achebe and determine whether any withdrawals wer

3. Mid-2022 Call with Diane Fournier. Follow up on Mr. Achebe's statement that he raised GL 7450 documentation concerns with Diane Fournier during a monthly financial reporting call in approximately mid-2022. Cross-reference this account against Ms. Fournier's interview memorandum dated April 8, 2025, to assess whether Ms. Fournier's recollection is consistent with Mr. Achebe's description. If there is a discrepancy,

4. Clarendon Group LLP Audit Workpapers. Determine whether the audit workpapers of Clarendon Group LLP contain any notes, observations, or assessments regarding GL 7450 entries or Crestfield invoices from any audit period during the 2019–2024 timeframe. Coordinate with Torchlight's General Counsel, Patricia Sung, to obtain access to the relevant workpapers, subject to any applicable joint-defense or common-interest a

5. Re-Interview Consideration Following Mensah Interview. Consider whether Mr. Achebe should be re-interviewed after the interview of Kwame Mensah (Procurement Manager), which is currently scheduled for April 29, 2025. Mr. Mensah's account of his involvement in cash handling procedures and vehicle procurement may provide additional context or raise questions that warrant follow-up with Mr. Achebe.

6. Separate Counsel Assessment. Assess whether Mr. Achebe should be notified of his right to retain separate counsel, or whether such notification has become advisable in light of his acknowledged involvement in processing the Crestfield payments and signing the GL 7450 cash withdrawal slips. While Mr. Achebe is currently categorized as a fact witness rather than a subject or target, his role in the payment processes

XIV. Certification This memorandum was prepared based on contemporaneous notes taken during the interview of Thomas Achebe conducted on April 28, 2025, and reflects the interviewers' best recollection and understanding of Mr. Achebe's statements. This memorandum does not constitute a verbatim transcript. Where quotation marks are used, they reflect the interviewers' best recollection of the witness's specific words,