PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT This communication is intended solely for the addressee(s) and may contain information that is privileged, confidential, and exempt from disclosure under applicable law. If you are not the intended recipient, please notify the sender immediately and delete this message.
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Dear Helen,
I hope this message finds you well. I write in my capacity as Responsible Partner in the White Collar & Investigations practice at Calderwood & Harkness LLP in connection with a matter involving your client, Marcus Delacroix.
**Introduction and Purpose**
Calderwood & Harkness represents Torchlight Mining Corp. (the "Company") in connection with an internal investigation into potential violations of the Foreign Corrupt Practices Act ("FCPA") relating to the Company's operations in the Republic of Ganara, West Africa. Our engagement was formalized on March 5, 2025 (C&H Matter No. 1039-00005). The internal investigation is being conducted at the direction of the Audit Committee of Torchlight's Board of Directors.
It is my understanding that Whitmore & Sharpe LLP represents Mr. Delacroix in connection with these matters, and accordingly I am directing this communication to you in your capacity as his counsel.
**Mr. Delacroix's Role and Relevance to the Investigation**
As you are aware, Mr. Delacroix served as Vice President, Africa Operations at Torchlight Mining Corp. from approximately November 3, 2018 until his resignation, effective November 15, 2024. In that capacity, Mr. Delacroix had oversight responsibilities for the Company's operations in the Republic of Ganara, including the activities of Torchlight Ganara Holdings Ltd. ("TGH") and Torchlight Ganara Mining S.A. ("TGM").
Based on our investigation to date, we have identified Mr. Delacroix as a person with potentially relevant knowledge concerning the matters under review, including but not limited to the engagement of Crestfield Advisory Partners Ltd. ("Crestfield") under a Government Relations Advisory Agreement dated April 12, 2019, and payments made in connection with mining permits and environmental approvals for the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project. We are aware that Mr. Delacroix currently resides in Lyon, France.
**Interview Request**
On behalf of the Company, I am writing to formally request that Mr. Delacroix participate in a voluntary interview with Calderwood & Harkness in connection with the internal investigation. I want to emphasize at the outset that this request is entirely voluntary — it does not involve any compulsory process, and Mr. Delacroix is under no obligation to participate.
To minimize any inconvenience to Mr. Delacroix, we propose that the interview be conducted via secure videoconference. We have availability during the weeks of April 28 through May 9, 2025, though we are happy to accommodate other dates that work for Mr. Delacroix and for you. We anticipate the interview would last approximately two to three hours, with the possibility of a brief follow-up session if warranted. The interview would be conducted by me and by Steven Hollander, Lead Associate on this matter, who is copied on this email.
**Upjohn Framework and Ground Rules**
Given your experience in this area, Helen, I expect the following will be familiar, but in the interest of completeness, I want to set out the framework under which the interview would be conducted:
- Calderwood & Harkness represents Torchlight Mining Corp. — not Mr. Delacroix individually. We do not represent him, and no attorney-client relationship exists or would be formed between Calderwood & Harkness and Mr. Delacroix as a result of the interview.
- The interview is being conducted as part of the Company's internal investigation and is protected by the attorney-client privilege, which belongs solely to the Company.
- The Company, not Mr. Delacroix, controls whether to waive the privilege, including with respect to the substance of the interview and any memorandum or notes prepared in connection with it.
- Mr. Delacroix is welcome and encouraged to have his own counsel — that is, you — present during the interview.
- The Company may, in its discretion, disclose the results of the investigation, including the content of the interview, to governmental authorities, such as the U.S. Department of Justice ("DOJ") or the U.S. Securities and Exchange Commission ("SEC").
These standard corporate investigation admonitions — commonly referred to as *Upjohn* warnings — would be provided again on the record at the commencement of the interview itself.
**Government Proceedings**
For context, I note that the SEC has issued a formal order of investigation (File No. HO-14892) in connection with this matter, and the DOJ Fraud Section has expressed interest as well. The Company is committed to conducting a thorough and fair investigation, and Mr. Delacroix's cooperation would be valued. I want to be clear, however, that the Company's internal investigation is distinct from any government proceedings, though findings may, as noted above, be shared with regulators at the Company's discretion.
**Anticipated Topics**
To assist you and Mr. Delacroix in evaluating this request, I can share that the interview would generally address the following topics:
1. Mr. Delacroix's role in the selection and retention of Crestfield Advisory Partners Ltd., and his relationship with Jean-Philippe Renard;
2. His knowledge of payments made by TGH to Crestfield and the services rendered in connection therewith;
3. His involvement in or awareness of interactions with Ganaran government officials in connection with mining permits and environmental approvals;
4. His use of personal email accounts for communications relating to Crestfield or Ganaran government relations; and
5. His oversight and approval of expenditures and invoices related to Ganaran operations.
This list is intended to be illustrative rather than exhaustive, and we are happy to discuss the anticipated scope in greater detail by telephone if that would be helpful.
**Closing**
I want to reiterate that this request is entirely voluntary, and we very much appreciate your and Mr. Delacroix's consideration. I would be grateful if you could respond at your earliest convenience to indicate whether Mr. Delacroix is willing to participate and, if so, to coordinate scheduling. I am also happy to discuss the scope, format, or any other aspects of the proposed interview by telephone at a time convenient for you.
Please do not hesitate to reach out to me directly at the number below, or to Steven Hollander at (212) 506-3288 or shollander@calderwoodharkness.com.
Thank you, Helen. I look forward to hearing from you.
With best regards,
**Conrad Ashby** Partner, White Collar & Investigations Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Direct: (212) 506-3145 Email: cashby@calderwoodharkness.com
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