Dear Barrister Okoro,
I hope this message finds you well. My name is Steven Hollander, and I am a Lead Associate at Calderwood & Harkness LLP, 825 Eighth Avenue, 42nd Floor, New York, New York 10019. Our firm represents Torchlight Mining Corp. in connection with an ongoing internal investigation. The Responsible Partner on this matter is Conrad Ashby, who is copied on this correspondence (C&H Matter No. 1039-00005).
It is our understanding that your firm, Okoro Law Chambers, located at 9 Avenue Mobutu, Libreville, Republic of Ganara, represents Mr. Raymond Osei-Bonsu in connection with matters arising from his former employment with Torchlight Ganara Mining S.A. I am writing to request Mr. Osei-Bonsu's voluntary participation in an interview with our attorneys in connection with the investigation, and I wanted to reach out to you directly in your capacity as his counsel.
**Background**
Calderwood & Harkness has been engaged by Torchlight Mining Corp. to conduct an internal investigation into certain payments and transactions involving Torchlight's West African operations, specifically its subsidiaries Torchlight Ganara Holdings Ltd., a British Virgin Islands entity ("TGH"), and Torchlight Ganara Mining S.A., a Republic of Ganara entity ("TGM"). The investigation relates to potential violations of the U.S. Foreign Corrupt Practices Act ("FCPA") and is being conducted in connection with inquiries by the U.S. Department of Justice and the U.S. Securities and Exchange Commission (File No. HO-14892).
As you are aware, Mr. Osei-Bonsu, a Ganaran citizen, served as the Country Manager of TGM from approximately February 7, 2019 until his employment was terminated on January 8, 2025. Given the significance of his role during the period under review, we believe his perspective would be of considerable value to the investigation.
**Interview Request**
We respectfully request that Mr. Osei-Bonsu agree to participate in a voluntary interview with Calderwood & Harkness attorneys. The interview would focus on Mr. Osei-Bonsu's knowledge of and involvement in the following areas:
1. The engagement and management of Crestfield Advisory Partners Ltd., a Mauritius-incorporated consulting firm retained by TGH under a Government Relations Advisory Agreement dated April 12, 2019;
2. Payments made through TGH and TGM accounts, including payments to Crestfield and local disbursements;
3. Interactions with Ganaran government officials in connection with mining permits and environmental approvals;
4. Procurement and financial approval processes at TGM, including the approval of Crestfield invoices and cash withdrawals from TGM's accounts at Regency International Bank (Account No. GAN-4419-8837); and
5. Mr. Osei-Bonsu's communications with Marcus Delacroix, former Vice President of Africa Operations at Torchlight Mining Corp., and Jean-Philippe Renard, principal of Crestfield Advisory Partners Ltd.
**Proposed Format and Logistics**
Given Mr. Osei-Bonsu's location in the Republic of Ganara, we propose conducting the interview by videoconference. We would suggest scheduling at a mutually convenient date during the week of April 28 through May 2, 2025, which coincides with the planned second wave of witness interviews for Ganara-based individuals. We estimate the interview would last approximately two to three hours.
You are, of course, welcome to attend and participate in the interview in your capacity as counsel to Mr. Osei-Bonsu.
**Important Representations**
I want to be clear about several points that I am sure you appreciate but that I raise for the sake of completeness. Calderwood & Harkness represents Torchlight Mining Corp. in this matter. We do not represent Mr. Osei-Bonsu individually. This interview is being conducted at the direction of counsel for the company, and the attorney-client privilege with respect to the interview and its contents belongs to Torchlight Mining Corp., which may choose to waive that privilege at its discretion, including by disclosing the substance of the interview to government authorities or other third parties.
We acknowledge that Mr. Osei-Bonsu is represented by independent counsel and emphasize that this request is entirely voluntary. Mr. Osei-Bonsu is under no obligation to participate, and his decision in that regard will be fully respected.
**Cooperation and Mutual Benefit**
The company's internal investigation is intended to develop a comprehensive and accurate understanding of the relevant facts and circumstances. Mr. Osei-Bonsu's perspective and recollections regarding the matters described above would be valuable to that effort. We would be pleased to discuss the scope and ground rules for the interview with you in advance, and we are open to reasonable accommodations to ensure that the process is conducted in a fair and transparent manner.
**Next Steps**
We would appreciate a response at your earliest convenience indicating whether Mr. Osei-Bonsu would be willing to participate and, if so, your availability for a preliminary call to discuss logistics and any concerns you may have.
Please do not hesitate to contact me directly at the number or email address below. Mr. Ashby is also available should you wish to have any preliminary discussions at the partner level.
Thank you for your time and consideration, Barrister Okoro. We look forward to hearing from you.
With kind regards,
Steven Hollander Lead Associate, White Collar & Investigations Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Tel: +1 (212) 554-7183 Email: shollander@calderwoodharkness.com
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