Contract analysis

I. PURPOSE AND SCOPE OF PROTOCOL

I.A. Background of the Investigation Calderwood & Harkness LLP was retained by Torchlight Mining Corp. to conduct an internal investigation at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. The engagement was formalized on March 5, 2025, pursuant to a written engagement letter executed by Dr. Eleanor Fiske in her capacity as Chair of the Audit Committee. The Audit Committee

I.B. Purpose of the Protocol This protocol has been prepared to achieve the following objectives:

1. Consistency and Legal Defensibility. Ensure that all witness interviews are conducted in a consistent, fair, and legally defensible manner, such that the resulting interview memoranda and work product are reliable and can withstand scrutiny by government regulators, the DOJ, the SEC, and, if necessary, courts of competent jurisdiction.

2. Protection of Attorney-Client Privilege. Protect the attorney-client privilege belonging to Torchlight Mining Corp. by ensuring that all interviews are conducted under conditions consistent with the maintenance of the privilege and that the Upjohn warnings are properly administered, thereby establishing a clear record that the privilege attaches to the communications occurring during the interviews.

3. Compliance with Government Expectations. Comply with DOJ and SEC expectations regarding the conduct of internal investigations, including the proper administration of Upjohn warnings as contemplated by Upjohn Co. v. United States, 449 U.S. 383 (1981), and its progeny. The proper administration of these warnings is critical to the integrity of the investigation and to the Company's ability to demonstrate cooperatio

4. Preservation of Voluntary Self-Disclosure Option. Preserve the ability of Torchlight Mining Corp. to make a voluntary self-disclosure ("VSD") to the DOJ under the FCPA Corporate Enforcement Policy (revised March 2023, updated September 2024). The Audit Committee has established a target decision date of June 30, 2025 for determining whether to make a VSD. The integrity of the witness interview process is a critica

5. Creation of a Reliable Record. Create a clear, comprehensive, and reliable record of witness testimony that can be used to prepare the interim investigation report to the Audit Committee (target date: May 15, 2025), to inform the voluntary self-disclosure analysis, and, if necessary, to support presentations to the DOJ and SEC in the event of a cooperative resolution.

I.C. Applicability This protocol applies to all interviews of current and former employees of Torchlight Mining Corp., Torchlight Ganara Holdings Ltd. (TGH), and Torchlight Ganara Mining S.A. (TGM), regardless of the location of the witness or the format of the interview. This includes, without limitation, interviews conducted in-person at Calderwood & Harkness LLP offices, at Torchlight's headquarters, or at any oth

II.A. Witness Identification and Categorization Each witness identified for interview must be categorized prior to the scheduling of the interview. The categorization of a witness determines the level of detail and specificity in the Upjohn warning, the seniority of the interviewing attorneys assigned to the interview, the recommended interview duration, and whether individual counsel should be recommended or is requ

II.B. Scheduling and Logistics All interview scheduling and logistics shall be coordinated as follows: Current Employees. All interview requests for current employees of Torchlight, TGH, or TGM shall be coordinated through Patricia Sung, General Counsel and Corporate Secretary of Torchlight Mining Corp. Ms. Sung will be responsible for ensuring that the witness is available at the scheduled time and that the witness'

II.C. Pre-Interview Document Review Prior to each interview, the interviewing attorneys must conduct a thorough review of all documents in the investigation file that are relevant to the particular witness. This review is essential to effective and efficient questioning and to the identification of areas where the witness's account may be tested against documentary evidence. The documents to be reviewed include, but

II.D. Coordination with Forensic Accountants For interviews that are expected to touch on financial transactions, invoicing practices, payment flows, bank account activity, general ledger coding, or other financial matters, the interviewing team should consult with Dr. Leonard Strauss at Pinnacle Forensic Advisory LLC ("Pinnacle") in advance of the interview. Pinnacle was retained by Calderwood & Harkness LLP on Marc

II.E. Two-Attorney Requirement Every interview conducted pursuant to this protocol must be conducted by no fewer than two (2) Calderwood & Harkness LLP attorneys. This requirement is absolute and admits of no exceptions. The two-attorney requirement serves multiple critical purposes: it ensures that a detailed contemporaneous record of the interview is created by a dedicated note-taker; it provides corroboration of t

II.F. Notification to Individual Counsel If a witness has retained individual counsel — whether at the Company's expense pursuant to any indemnification or advancement obligations, or privately at the witness's own expense — that individual counsel must be notified of the scheduled interview and given a reasonable opportunity to attend. The notification shall be made in writing (email or letter) and shall provide the

III. UPJOHN WARNINGS — MANDATORY SCRIPT

III.A. Requirement The Upjohn warning — sometimes referred to in practice as the "corporate Miranda" warning, derived from the principles articulated in Upjohn Co. v. United States, 449 U.S. 383 (1981) — must be administered verbally at the beginning of every witness interview conducted pursuant to this protocol, without exception. The warning is a prerequisite to substantive questioning. No substantive questions may

III.B. Full Upjohn Warning Script The following script must be read to the witness verbatim or substantially verbatim at the commencement of each interview. The primary interviewing attorney should read the script from this protocol document or from a printed copy of the script to ensure completeness and accuracy. Minor, non-substantive variations in phrasing are acceptable, but the core content of each numbered elem

III.C. Modifications for Specific Witness Categories While the core Upjohn warning script set forth in Section III.B above shall be used for all witness interviews, certain modifications are required depending on the witness's category, employment status, and location. The following modifications shall be applied as indicated.

III.C.1. Former Employees For former employees of Torchlight, TGH, or TGM — including, notably, Marcus Delacroix and Raymond Osei-Bonsu — element 5 of the Upjohn warning script ("Cooperation") must be modified to reflect the voluntary nature of the former employee's participation. A former employee is no longer subject to the Company's policies requiring cooperation with internal investigations, and therefore the int

III.C.2. Witnesses Located Outside the United States For witnesses located in the Republic of Ganara or other non-U.S. jurisdictions at the time of the interview, the Upjohn warning should include an additional statement addressing the cross-border nature of the privilege. Specifically, the following language should be added after element 3 ("Attorney-Client Privilege"): > "I should also note that this interview is b

III.C.3. Witnesses Who May Be Subjects If the witness is a Subject of the investigation — that is, an individual whose conduct is a focus of the investigation — the primary interviewing attorney should add the following statement to the Upjohn warning, immediately following element 1 ("Representation"): > "I want to be clear that you are a person whose conduct is being examined as part of this investigation. We stron

III.D. Documentation of Upjohn Warning Delivery The note-taking attorney must record the following information in the interview memorandum with respect to the delivery of the Upjohn warning:

1. The exact time the Upjohn warning was delivered (e.g., "The Upjohn warning was delivered at 9:05 a.m. EST").

2. Whether the warning was delivered verbatim from the script set forth in Section III.B above or substantially verbatim (and, if the latter, any material variations from the script).

3. The witness's verbal acknowledgment, recorded as close to the witness's exact words as possible (e.g., "The witness stated, 'Yes, I understand all of that and I'm ready to proceed.'").

4. Whether the witness asked any questions about the warnings and, if so, the substance of those questions and the response provided by the interviewing attorney (e.g., "The witness asked whether the company was likely to share the interview with the government. The primary interviewing attorney responded that the decision to waive the privilege was the company's to make and that the attorney could not predict whethe

5. Whether the witness requested individual counsel. If the witness requested counsel, the note-taking attorney should record the request, the interviewing attorneys' response, and any steps taken (e.g., pausing the interview, rescheduling, providing information about the right to counsel).

6. Whether individual counsel was present during the interview and, if so, the name, firm, and contact information of individual counsel. This documentation is an essential component of the interview record and must be completed with care and precision. In the event of any future dispute regarding the adequacy or delivery of the Upjohn warning, the interview memorandum will serve as the primary evidence of compliance

IV. INTERVIEW CONDUCT PROCEDURES

IV.A. General Interview Format Each witness interview shall follow the general format described below. While the interviewing attorneys retain discretion to adapt the order and emphasis of questioning to the circumstances of each interview, the following framework should be followed in all cases:

1. Opening — Upjohn Warnings. The interview shall open with the delivery of the Upjohn warning in accordance with Section III above. No substantive discussion shall occur before the warning is administered and acknowledged.

2. Biographical and Background Questions. Following the Upjohn warning, the primary interviewing attorney shall begin with biographical and background questions designed to establish the witness's identity, job title, tenure with the Company, organizational reporting relationships, and general job responsibilities. These questions serve multiple purposes: they establish the witness's relevance to the investigation, t

3. Substantive Questioning. The primary interviewing attorney shall proceed to substantive questioning organized by topic area (see Section IV.B below). Where possible, questioning should proceed in chronological order within each topic area, beginning with the earliest relevant events and moving forward in time. The interviewing attorney should use open-ended questions to elicit narrative responses and follow up wit

4. Document Review. At appropriate points during the substantive questioning, the primary interviewing attorney shall show the witness pre-marked exhibits and ask the witness to identify, explain, or comment on the documents. The note-taking attorney shall record which exhibits were shown, the order in which they were presented, and the witness's response to each exhibit.

5. Summary and Wrap-Up. At the conclusion of substantive questioning, the primary interviewing attorney shall ask the witness whether there is anything else the witness wishes to add, correct, or clarify. This question is important and must not be omitted; it provides the witness with an opportunity to volunteer information that may not have been elicited by the interviewing attorney's questions and creates a record

6. Reminder of Confidentiality Obligation. Before concluding the interview, the primary interviewing attorney shall remind the witness of the confidentiality obligations described in the Upjohn warning — specifically, that the witness should not discuss the fact or substance of the interview with other employees, former employees, or third parties.

7. Document Preservation Reminder (Current Employees Only). For current employees, the interviewing attorney shall remind the witness of the litigation hold notice issued on March 17, 2025 and reiterate the witness's obligation to preserve all documents, communications, and electronic data related to the matters under investigation. See Section VIII.D below for further details.

IV.B. Substantive Topic Areas The following substantive topic areas should be covered during witness interviews, as applicable to each witness. Not all topic areas will be relevant to every witness; the witness-specific outline prepared by the coordinating attorney (Steven Hollander) will identify which topic areas are applicable to each witness and the order in which they should be addressed. However, the interviewi

1. Engagement of Crestfield Advisory Partners Ltd. The witness's role in and knowledge of the engagement of Crestfield Advisory Partners Ltd. and/or Jean-Philippe Renard as a government relations consultant for TGM. This includes the circumstances surrounding the execution of the Crestfield Government Relations Advisory Agreement dated April 12, 2019, the due diligence (if any) performed on Crestfield and Renard prio

2. Payments to Crestfield. The witness's knowledge of payments made to Crestfield during the period 2019–2024, totaling $3,210,000 across twenty-four (24) invoices. The interviewing attorneys should explore the witness's familiarity with the invoice submission and approval process, the stated services rendered by Crestfield, the witness's involvement (if any) in reviewing, approving, or processing Crestfield invoices

3. Delegation of Authority Compliance. The witness's knowledge of Torchlight's Delegation of Authority Policy, particularly the requirement for dual approval of payments exceeding $50,000. Fourteen (14) of the twenty-four (24) Crestfield invoices exceeded the $50,000 single-approval threshold but were approved by a single signatory. The interviewing attorneys should explore who approved each such invoice, whether the

4. Cash Withdrawals — GL 7450. The witness's knowledge of cash withdrawals from TGM's account at Regency International Bank (Account No. GAN-4419-8837) that were coded under general ledger account 7450 ("Community Relations Expenses"), totaling approximately $890,000 during the period 2019–2024. The interviewing attorneys should explore the purpose of these cash withdrawals, the individuals who authorized and execute

5. In-Kind Benefits — GL 7200/7310. The witness's knowledge of in-kind benefits, including vehicle purchases and travel expenditures, totaling approximately $630,000, booked under general ledger accounts 7200 and 7310. The interviewing attorneys should explore the nature of these expenditures, the beneficiaries, the business justification provided, and the approval process.

6. Interactions with Ganaran Government Officials. The witness's interactions with Ganaran government officials relevant to the investigation, including but not limited to: • Hon. Boubacar Diallo, former Minister of Mines, Republic of Ganara; • Amadou Traoré, Director, Environmental Permitting, Republic of Ganara; • Col. Ibrahim Konaté, former Regional Prefect, Kousseri Province. The interviewing attorneys should exp

7. Mining Permit Applications and Approvals. The witness's knowledge of the mining permit application and approval processes for the five permits at issue: the Kousseri Mining License (KCC-2019-0047), the Kousseri Environmental Approval (ENV-KCC-2020-113), the Dembélé Exploration License (DRE-2021-0092), the Dembélé Mining License Upgrade (DRE-M-2023-0018), and the Kousseri Expansion Permit (KCC-2019-0047-A1). The in

8. Marcus Delacroix's Role and Communications. The witness's knowledge of Marcus Delacroix's role in and communications regarding the Crestfield engagement, Ganaran government relations, and mining permit approvals. The interviewing attorneys should explore the witness's awareness of Delacroix's use of personal email (Northgate Software) for thirty-seven (37) identified communications with Jean-Philippe Renard, the c

9. Raymond Osei-Bonsu's Role. The witness's knowledge of Raymond Osei-Bonsu's role in approving Crestfield invoices, directing the general ledger coding of expenditures under GL 7450, GL 7200, and GL 7310, authorizing cash withdrawals, and managing day-to-day operations in the Republic of Ganara.

10. Whistleblower Complaint. The witness's awareness of the anonymous whistleblower complaint received on August 19, 2024 (Report ID: SCH-2024-08-4417) through the Sentinel Compliance Solutions Inc. ethics hotline. The interviewing attorneys should explore whether the witness was made aware of the complaint, when and how, the witness's response to the complaint (if any), and whether the witness has any information re

11. Compliance Program. The witness's knowledge of Torchlight's anti-corruption compliance program, including anti-corruption training received by the witness, third-party due diligence procedures applicable to the engagement of consultants and intermediaries, gift and hospitality policies, and the witness's assessment of the effectiveness of the compliance program as applied to Ganaran operations.

12. Other Relevant Information. Any other information the witness believes may be relevant to the investigation, including information about individuals, transactions, or events not previously identified by the investigation team.

IV.C. Document Handling During Interviews Proper document handling during interviews is critical to the integrity of the investigation and the preservation of the evidentiary record. The following procedures shall be followed: All documents to be shown to a witness during an interview must be pre-marked with sequential exhibit numbers (e.g., "Interview Exhibit 1," "Interview Exhibit 2," etc.) before the interview beg

IV.D. Prohibited Conduct The following conduct is strictly prohibited during witness interviews. All members of the interview team must familiarize themselves with these prohibitions and adhere to them at all times: • No Coaching or Suggesting Answers. Attorneys must not suggest, hint at, or coach the witness's answers in any way. Questions should be framed neutrally and should not contain embedded conclusions or sig

IV.E. Handling Difficult Situations

IV.E.1. Witness Requests to Stop the Interview If a witness requests to stop the interview at any time, for any reason, the interview must be paused immediately. The primary interviewing attorney should calmly acknowledge the request and inquire as to the reason. If the witness is fatigued, unwell, or needs a brief break, the interviewing attorney should offer a reasonable break and, if the witness agrees, resume the

IV.E.2. Witness Invocation of Fifth Amendment or Refusal to Answer If a witness — particularly a former employee — invokes the Fifth Amendment privilege against self-incrimination or otherwise declines to answer a specific question, the interviewing attorneys should take the following steps: • Note the invocation. The note-taking attorney should record the question that prompted the invocation and the exact words use

IV.E.3. Witness Identifies Potential New Subjects or Schemes If, during the course of an interview, the witness provides information suggesting the involvement of individuals not previously identified as subjects, or the existence of payment schemes, transactions, or corrupt activity not previously known to the investigation team, the interviewing attorneys should take the following steps: • Explore the topic thoroug

IV.E.4. Presence of Individual Counsel Individual counsel for a witness is permitted to attend the interview and may advise their client during the interview. However, the following ground rules apply to the participation of individual counsel: • Individual counsel may confer privately with their client at reasonable intervals during the interview, including by requesting brief breaks for the purpose of private consu

V. NOTE-TAKING AND INTERVIEW MEMORANDUM PROCEDURES