PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Conrad Ashby, Responsible Partner, White Collar & Investigations, Calderwood & Harkness LLP Steven Hollander, Lead Associate, White Collar & Investigations, Calderwood & Harkness LLP
FROM: Jasmine Thornton, Working Associate, White Collar & Investigations, Calderwood & Harkness LLP
DATE: April 22, 2025
RE: Ganaran Legal and Regulatory Risk Analysis — Torchlight Mining Corp. FCPA Investigation (C&H Matter No. 1039-00005)
PRIVILEGE DESIGNATION: This memorandum was prepared at the direction of counsel in connection with the internal investigation of Torchlight Mining Corp. ("Torchlight" or "TMC") and reflects legal advice received from Ndong & Keïta Cabinet Juridique ("N&K"), Ganaran local counsel. It is protected by the attorney-client privilege and work product doctrine and should not be disclosed without prior authorization from the Responsible Partner or the General Counsel of Torchlight Mining Corp.
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I. Purpose and Background
The purpose of this memorandum is to summarize and analyze the legal advice provided by Maître Salif Ndong of Ndong & Keïta Cabinet Juridique ("N&K") regarding potential criminal, administrative, and regulatory consequences under the laws of the Republic of Ganara arising from the conduct under investigation in connection with the Torchlight Mining Corp. FCPA matter. This memorandum is intended to inform the investigation team's assessment of Torchlight's multi-jurisdictional legal exposure and to support the Audit Committee's deliberations regarding voluntary self-disclosure and broader strategic decisions.
Calderwood & Harkness LLP ("C&H" or "Calderwood & Harkness") was engaged by Torchlight Mining Corp. on March 5, 2025, to conduct an internal investigation into approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight's West African subsidiary structure to government officials and intermediaries in the Republic of Ganara in connection with the acquisition and maintenance of mining permits and environmental approvals. The investigation was commenced following receipt of an anonymous whistleblower complaint (complaint reference SCH-2024-08-4417, received on August 19, 2024, via Sentinel Compliance Solutions Inc., Torchlight's third-party ethics hotline provider) and the subsequent opening of formal investigations by both the U.S. Department of Justice ("DOJ") and the U.S. Securities and Exchange Commission ("SEC") (SEC Formal Order of Investigation, File No. HO-14892, issued January 22, 2025).
In connection with the investigation, Calderwood & Harkness retained N&K, a leading Ganaran law firm with recognized expertise in commercial law, criminal law, and mining regulation. N&K's office is located at Rue de l'Indépendance 22, Libreville, Republic of Ganara. Calderwood & Harkness consulted with Maître Salif Ndong, Senior Partner at N&K, on multiple occasions to obtain advice on applicable Ganaran law, including: (i) a videoconference call on March 27, 2025; (ii) a videoconference call on April 4, 2025; (iii) a written legal memorandum from N&K dated April 8, 2025; (iv) a videoconference call on April 16, 2025; and (v) a supplemental written legal memorandum from N&K dated April 18, 2025. A detailed consultation log is attached as Appendix C to this memorandum.
The scope of this memorandum encompasses the following topics: (1) Ganaran criminal law exposure for Torchlight Ganara Mining S.A. ("TGM") as a legal entity and for individual personnel associated with TGM; (2) administrative and regulatory consequences, including the potential revocation or suspension of mining licenses and environmental approvals; and (3) the interaction between potential Ganaran proceedings and the parallel U.S. DOJ and SEC investigations, with particular attention to the implications for the voluntary self-disclosure decision currently under consideration.
II. Ganaran Entities and Personnel at Risk
A. Torchlight Ganara Mining S.A. (TGM)
Torchlight Ganara Mining S.A. ("TGM") is a société anonyme organized under the laws of the Republic of Ganara, with its registered office at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara. TGM is a wholly owned indirect subsidiary of Torchlight Mining Corp., held through Torchlight Global Holdings Ltd. ("TGH"), a Bermuda-incorporated intermediate holding company. TGM serves as Torchlight's primary operating vehicle for all mining activities in the Republic of Ganara.
TGM holds the mining concessions and related permits for two principal projects: (i) the Kousseri Copper-Cobalt Complex, a large-scale copper and cobalt mining operation in Kousseri Province, and (ii) the Dembélé Rare Earths Project, a rare earth elements exploration and development project in the Dembélé region. Together, these projects constitute the entirety of Torchlight's West African mining operations. As of December 2024, TGM employed approximately 2,400 local workers and 85 expatriate staff across both project sites and its Libreville headquarters.
TGM maintained local currency operating accounts at Regency International Bank, Libreville branch (Account No. GAN-4419-8837). As described in more detail in the master investigation memorandum currently under preparation, the investigation has identified cash withdrawals totaling approximately $890,000 from this account, coded under General Ledger account 7450 ("Community Relations Expenses"), for which no adequate supporting documentation has been located. In addition, the investigation has identified approximately $630,000 in in-kind benefits — including vehicle purchases and travel expenditures — booked across General Ledger accounts 7200 ("Procurement — Vehicles and Equipment") and 7310 ("Travel and Hospitality — External Relations"), which appear to have been directed to Ganaran government officials and intermediaries without legitimate business justification. These cash withdrawals and in-kind benefits are distinct from, but related to, the approximately $3,210,000 in payments routed through Crestfield Advisory Partners Ltd. that form the principal focus of the FCPA investigation.
B. Key Individual Personnel
Based on the evidence gathered to date and the advice received from N&K, the following individuals are identified as facing potential criminal exposure under Ganaran law or as material witnesses whose cooperation is relevant to the investigation:
Raymond Osei-Bonsu — Former Country Manager, TGM. Mr. Osei-Bonsu served as TGM's Country Manager from February 7, 2019, through January 8, 2025, when his employment was terminated by TGM for cause. He is a Ganaran citizen, age 44, and continues to reside in Libreville. Mr. Osei-Bonsu is a key subject of the investigation. The evidence gathered to date indicates that he approved numerous invoices submitted by Crestfield Advisory Partners Ltd. without obtaining the dual authorization required under TGM's internal procurement policies (effective since 2017), and that he personally directed cash withdrawals from TGM's Regency International Bank account and instructed the coding of such withdrawals and related expenses to the General Ledger accounts referenced above. Mr. Osei-Bonsu is now represented by Barrister Emeka Okoro of Okoro Law Chambers, located at 9 Avenue Mobutu, Libreville, Republic of Ganara. Barrister Okoro has communicated that Mr. Osei-Bonsu will not voluntarily participate in interviews with Calderwood & Harkness absent a written guarantee of non-prosecution from both U.S. and Ganaran authorities.
Thomas Achebe — Finance Director, TGM. Mr. Achebe has served as TGM's Finance Director since 2019 and remains in that position. He is a Ganaran citizen, age 41. In his capacity as Finance Director, Mr. Achebe processed the Crestfield invoices through TGM's accounts payable system and executed cash withdrawals at the direction of Mr. Osei-Bonsu. Mr. Achebe is currently designated as a witness and not as a subject of the investigation. However, as discussed further in Section VI below, Maître Ndong has cautioned that his role may be viewed differently by Ganaran prosecutors.
Kwame Mensah — Procurement Manager, TGM. Mr. Mensah has served as TGM's Procurement Manager since 2020 and remains in that position. He is a Ganaran citizen, age 36. Mr. Mensah was involved in the procurement of vehicles and other in-kind benefits that the investigation has identified as having been directed to Ganaran government officials, including Col. Ibrahim Konaté. Mr. Mensah is currently designated as a witness and has cooperated with Calderwood & Harkness's investigation to date.
Marcus Delacroix — Former Vice President, Africa Operations, Torchlight Mining Corp. Mr. Delacroix served as Torchlight's VP, Africa Operations, from November 3, 2018, through November 15, 2024, when he resigned. He is a French-Canadian dual citizen, age 47, and currently resides at 47 Rue de la République, 69002 Lyon, France. Mr. Delacroix personally introduced Jean-Philippe Renard of Crestfield Advisory Partners Ltd. to TGH management and played a central role in establishing the Crestfield relationship. The investigation has identified 37 communications between Mr. Delacroix and Mr. Renard conducted through personal email accounts outside of Torchlight's corporate email system, the content of which is being reviewed to the extent obtainable. Mr. Delacroix is represented by Helen Whitmore of Whitmore & Sharpe LLP (Washington, DC). Ms. Whitmore communicated by email on April 2, 2025, that Mr. Delacroix declines to participate in a voluntary interview with Calderwood & Harkness at this time. Although Mr. Delacroix is not a Ganaran citizen or resident, Maître Ndong advises that Ganaran criminal jurisdiction extends to conduct occurring within Ganaran territory regardless of the nationality of the offender, as discussed in Section III.E below.
C. Ganaran Government Officials (Alleged Recipients)
The investigation has identified the following Ganaran government officials as alleged recipients of improper payments and benefits:
Hon. Boubacar Diallo — Former Minister of Mines and Natural Resources, Republic of Ganara. Minister Diallo served in that position from 2018 through 2023. Based on the documentary evidence gathered to date, Minister Diallo is alleged to have received approximately $1,850,000 in payments channeled through Crestfield Advisory Partners Ltd. and intermediary accounts, in connection with the issuance and maintenance of mining licenses for both the Kousseri and Dembélé projects. Minister Diallo is no longer in government and his current activities are not known to the investigation team.
Amadou Traoré — Director of Environmental Permitting, Ministry of Environment, Republic of Ganara. Mr. Traoré has served in this position since 2017 and remains in office. He is alleged to have received approximately $620,000 in payments characterized in TGM's internal records as "expediting fees" in connection with environmental impact assessments and environmental permits for the Kousseri project and related operations.
Col. Ibrahim Konaté — Former Regional Prefect, Kousseri Province, Republic of Ganara. Col. Konaté served as Regional Prefect from 2019 through 2023. He is alleged to have received approximately $340,000 in cash and in-kind benefits — including vehicles and travel — that were characterized in TGM's books and records as "community development" expenditures but that appear to have been personal in nature and directed to Col. Konaté's private benefit.
These individuals are the alleged recipients of "passive" corruption under Ganaran law and would be subject to prosecution under Article 315 of the Ganaran Penal Code, as discussed below. Their prosecution or non-prosecution by Ganaran authorities may significantly affect the risk environment for TGM and its personnel.
III. Ganaran Criminal Law Framework — Anti-Corruption Provisions
A. Overview of Ganaran Penal Code Provisions on Corruption
Maître Ndong advises that the Ganaran Penal Code (Code Pénal de la République de Ganara) contains detailed anti-corruption provisions set forth in Title IV ("Offenses Against Public Administration"), Chapter III ("Corruption and Related Offenses"). These provisions are modeled substantially on the French Penal Code (Code Pénal français) and are consistent with the obligations assumed by the Republic of Ganara as a signatory to the African Union Convention on Preventing and Combating Corruption (adopted in Maputo on July 11, 2003, ratified by Ganara in 2008). The Ganaran provisions distinguish between "active" corruption (the supply side — the act of bribing a public official) and "passive" corruption (the demand side — the act of soliciting or accepting a bribe by a public official), and they address both natural persons and legal entities.
Active corruption (corruption active) is defined and criminalized under Article 314 of the Ganaran Penal Code. This provision makes it a criminal offense for any person or entity, directly or through intermediaries, to offer, promise, or give any undue advantage — whether pecuniary or otherwise — to a public official or a person acting in an official capacity, with the intent to influence the performance of that official's duties or to obtain a decision, opinion, vote, or act favorable to the offeror. The statute is broadly drafted and does not require proof that the official actually performed the desired act; an offer or promise of an undue advantage, coupled with corrupt intent, is sufficient to constitute the offense. Importantly, Article 314 is applicable to both natural persons (individuals) and legal entities (personnes morales), including companies organized under Ganaran law.
The conduct under investigation — specifically, the payments made through Crestfield Advisory Partners Ltd. to or for the benefit of Minister Diallo, Mr. Traoré, and Col. Konaté, as well as the direct cash payments and in-kind benefits provided by TGM personnel — falls squarely within the scope of Article 314 if the payments were made with the intent to influence the issuance of mining licenses, environmental approvals, or other official acts.
Passive corruption (corruption passive) is criminalized under Article 315 of the Ganaran Penal Code. This provision targets the public official who solicits or accepts, directly or through intermediaries, any undue advantage in exchange for performing, failing to perform, or abusing official functions. Article 315 is principally applicable to the Ganaran government officials identified in Section II.C above — Minister Diallo, Mr. Traoré, and Col. Konaté — as alleged recipients of corrupt payments.
The penalties prescribed for active corruption offenses vary depending on whether the defendant is a natural person or a legal entity:
Penalties for active corruption by a legal entity (Article 314, paragraph 3): A legal entity convicted of active corruption may be subject to fines of up to five times the value of the undue advantage conferred. In addition, the court may order the dissolution of the entity, the prohibition of the entity from participating in public procurement contracts for a period determined by the court, the confiscation of assets used in or derived from the offense, and the publication of the judgment in official gazettes and national media. Maître Ndong notes that dissolution is considered an exceptional measure and is rarely ordered in practice, but its availability as a statutory remedy introduces a severe theoretical risk for TGM.
Penalties for active corruption by a natural person (Article 314, paragraph 2): A natural person convicted of active corruption faces imprisonment of five (5) to ten (10) years; fines of up to three (3) times the value of the undue advantage conferred; prohibition on holding public office for a period of up to ten (10) years; and prohibition on managing or directing any company (interdiction de gérer) for a period of up to ten (10) years. Confiscation of assets and publication of the judgment may also be ordered.
These penalties are significant and, if applied to the full value of the suspected improper payments ($4,730,000), could result in fines for TGM of up to approximately $23,650,000 and fines for individual defendants of up to approximately $14,190,000 — though Maître Ndong cautions that Ganaran courts have historically imposed penalties at the lower end of the statutory range and that the final determination of the "value of the advantage" is subject to judicial interpretation.
B. Intermediary Liability
Article 316 of the Ganaran Penal Code directly addresses the use of intermediaries in corruption schemes. It provides that the use of an intermediary or agent to convey or deliver an undue advantage does not relieve the principal of criminal liability under Articles 314 or 315. The intermediary is also subject to prosecution as a co-participant (complice) in the offense.
This provision is highly relevant to the facts under investigation. The payments channeled through Crestfield Advisory Partners Ltd. — a Mauritius-registered entity controlled by Jean-Philippe Renard, a French citizen based in Dakar, Senegal — constitute the largest component of the suspected improper payments (approximately $3,210,000 of the total $4,730,000). The use of Crestfield as an intermediary would not insulate TGM or its personnel from criminal liability under Ganaran law.
Maître Ndong notes that the Ganaran courts have historically followed the French doctrine of complicité (complicity) to extend criminal liability broadly to all participants in a corrupt scheme, including those who plan, organize, facilitate, or execute the payment of bribes. Under this doctrine, individuals who played supporting roles — such as processing invoices, executing bank transfers, or procuring in-kind benefits — may be charged as accomplices (complices) rather than as principals, but face the same range of penalties.
With respect to Jean-Philippe Renard and Crestfield Advisory Partners Ltd. themselves, Maître Ndong advises that Ganaran authorities would have jurisdiction to prosecute Renard and Crestfield for acts committed on Ganaran territory, including the receipt and onward distribution of funds within Ganara. However, practical enforcement against a Mauritius-registered entity and a French national residing in Senegal would present significant jurisdictional challenges.
C. Statute of Limitations
The Ganaran statute of limitations (prescription de l'action publique) for corruption offenses is ten (10) years from the date of the last act constituting the offense. This extended limitation period was introduced by the 2015 amendments to the Ganaran Penal Code, which brought Ganara's prescription period in line with international anti-corruption standards.
Given that the last suspected improper payment identified in the investigation occurred on October 31, 2024 (the final Crestfield invoice in the amount of $115,000), and the most recent permit at issue — the Kousseri Expansion Permit (KCC-2019-0047-A1) — was issued on April 3, 2024, all of the conduct within the investigation period (2019 through 2024) remains well within the ten-year limitation period. No statute of limitations defense is available to TGM or any individual defendant with respect to the conduct under investigation.
Maître Ndong further notes that, under Ganaran criminal procedure, the limitation period is interrupted by any investigative act (acte d'instruction) taken by the public prosecutor or investigating magistrate. Therefore, the commencement of any Ganaran criminal investigation would restart the limitation clock and extend the period during which prosecution may be initiated.
D. Corporate Criminal Liability Under Ganaran Law
Maître Ndong advises that the Republic of Ganara enacted amendments to its Penal Code in 2015 that introduced the principle of corporate criminal liability (responsabilité pénale des personnes morales). Prior to 2015, only natural persons could be held criminally liable under Ganaran law, and legal entities could face only administrative sanctions. The 2015 amendments were adopted as part of a broader trend toward harmonization within the Organisation pour l'Harmonisation en Afrique du Droit des Affaires (OHADA) zone, and they followed the model established by the French Penal Code's provisions on responsabilité pénale des personnes morales (Articles 121-2 and 131-37 through 131-49 of the French Penal Code).
Under the amended Ganaran Penal Code, a legal entity may be held criminally liable for offenses committed on its behalf or for its benefit by its organs or representatives (organes ou représentants). TGM, as a société anonyme organized under Ganaran law, is a legal entity within the meaning of these provisions and is subject to criminal prosecution as such. The acts of Mr. Osei-Bonsu as Country Manager, Mr. Achebe as Finance Director, and other TGM personnel would be attributable to TGM as acts of its organs or representatives.
Conviction of TGM could result in the full range of corporate penalties set forth in Article 314, paragraph 3, including fines, confiscation of assets, prohibition on participation in public procurement, and — in the most extreme case — judicial dissolution. While Maître Ndong characterizes judicial dissolution as a theoretical rather than a practical risk, he emphasizes that the availability of confiscation and fines up to five times the value of the advantage conferred represents a substantial financial exposure for TGM.
E. Extraterritorial Jurisdiction Considerations
Ganaran criminal jurisdiction is based principally on the principle of territoriality (principe de territorialité). The Ganaran Penal Code provides that Ganaran courts have jurisdiction over all offenses committed in whole or in part on the territory of the Republic of Ganara, regardless of the nationality of the offender. The corrupt acts at issue in this investigation — including the issuance of mining permits and environmental approvals by Ganaran officials, the receipt of payments by Ganaran officials within Ganara, the cash withdrawals from the Regency International Bank in Libreville, and the procurement and delivery of in-kind benefits (vehicles, travel) within Ganara — all have a substantial territorial nexus to the Republic of Ganara. There is no jurisdictional obstacle to Ganaran prosecution of TGM or its Ganaran-based personnel.
With respect to Marcus Delacroix, a French-Canadian dual citizen currently residing in Lyon, France, the jurisdictional analysis is more nuanced. Mr. Delacroix is not a Ganaran citizen and does not currently reside in Ganara. However, Maître Ndong advises that Mr. Delacroix may be subject to Ganaran jurisdiction on two bases: (i) acts committed by Mr. Delacroix during his visits to the Republic of Ganara, which are documented in Torchlight's travel records and include multiple trips to Libreville and the Kousseri project site during the relevant period; and (ii) acts committed by Mr. Delacroix from abroad (whether from Canada, France, or elsewhere) that directed or facilitated the commission of offenses on Ganaran territory, where co-conspirator acts occurred within Ganara. The latter theory of jurisdiction is consistent with the Ganaran courts' application of the complicité doctrine discussed above.
As a practical matter, enforcement of Ganaran jurisdiction against Mr. Delacroix would require his physical presence in Ganara or the cooperation of foreign authorities. On the question of extradition, Maître Ndong advises as follows:
France: The Republic of Ganara has a bilateral extradition treaty with France. However, France historically does not extradite its own nationals. Because Mr. Delacroix holds French citizenship, an extradition request from Ganara to France would likely be refused. Instead, French authorities could, at the request of Ganaran authorities, prosecute Mr. Delacroix under French anti-corruption law, specifically Article 435-3 of the French Penal Code, which criminalizes the bribery of foreign public officials by French nationals or residents. Such a prosecution would be a separate proceeding governed by French law.
Canada: The Republic of Ganara does not have a bilateral extradition treaty with Canada. Extradition from Canada would therefore require reliance on multilateral mechanisms or ad hoc arrangements, which are unlikely to be available or effective in these circumstances.
Other West African States: Ganara has extradition agreements with certain ECOWAS member states. If Mr. Delacroix were to travel to any of these states, Ganaran authorities could potentially seek his extradition, though practical enforcement in such circumstances would depend on the specific bilateral relationship and the cooperation of the requested state.
Mr. Osei-Bonsu, as a Ganaran citizen residing in the Republic of Ganara, is fully subject to Ganaran criminal jurisdiction and could be arrested, charged, and tried by Ganaran courts without any extradition or international cooperation requirements.
IV. Administrative and Regulatory Consequences — Mining Licenses
A. Mining Code of the Republic of Ganara
In addition to the criminal law exposure discussed in Section III, TGM faces substantial administrative and regulatory risk arising from the potential revocation or suspension of its mining licenses and related permits. Maître Ndong has reviewed the Ganaran Mining Code (Code Minier de la République de Ganara), originally enacted in 2016 and amended in 2020, and has identified the following provisions as directly relevant to the current investigation.
Article 78 — Grounds for Revocation of Mining Licenses. Article 78 of the Ganaran Mining Code provides that the Minister of Mines and Natural Resources may revoke a mining license upon a finding that the license was obtained through fraud, corruption, or material misrepresentation. The revocation process requires the Ministry to issue a written notice to the license holder specifying the grounds for revocation and providing a period of ninety (90) days during which the license holder may present a defense to the Ministry, including the submission of documentary evidence and the opportunity for an oral hearing before a ministerial commission. If the ministerial commission determines that the grounds for revocation are established, the Minister may issue a final order of revocation, which may be appealed to the Ganaran Administrative Court (Tribunal Administratif) within thirty (30) days. The revocation order takes effect upon issuance unless stayed by the Administrative Court.
Article 82 — Suspension Pending Investigation. Article 82 of the Ganaran Mining Code provides that the Minister of Mines may suspend a mining license for a period of up to twelve (12) months pending the outcome of a criminal investigation or judicial proceeding, if there is prima facie evidence that the license was obtained by corrupt means. Unlike revocation, suspension under Article 82 does not require the full ministerial commission process; it may be ordered by the Minister acting unilaterally upon receipt of a report from the public prosecutor or upon the Minister's own initiative based on credible evidence. The suspension order must specify the grounds for suspension and identify the criminal investigation or proceeding on which it is based. During the period of suspension, the license holder is prohibited from conducting any mining or exploration activities under the suspended license.
B. Specific Licenses at Risk
Based on the evidence gathered to date and the legal framework described above, the following mining licenses and permits held by TGM are at risk of revocation or suspension:
1. Kousseri Copper-Cobalt Complex Mining License (KCC-2019-0047). This license was issued on September 14, 2019, and grants TGM a twenty-five (25) year mining concession covering 14,200 hectares in the Kousseri region for the extraction of copper and cobalt. The Kousseri complex is TGM's primary revenue-generating asset and the backbone of Torchlight's Ganaran operations. The investigation has revealed that Crestfield invoices spiked significantly in the thirty (30) to sixty (60) day period preceding the issuance of this license, and that payments to Minister Diallo during this period were temporally correlated with the license issuance. Risk Level: High. The loss of this license would be catastrophic for Torchlight's West African operations.
2. Kousseri Environmental Impact Approval (ENV-KCC-2020-113). This approval was issued on March 27, 2020, by the Ministry of Environment, certifying TGM's compliance with environmental impact assessment requirements for the Kousseri Copper-Cobalt Complex. The investigation has identified payments totaling approximately $620,000 to Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment, characterized in TGM's records as "expediting fees" in connection with this and other environmental approvals. Risk Level: Moderate to High. Revocation of the environmental approval would halt extraction operations at the Kousseri complex, as Ganaran law requires a valid environmental impact approval as a condition of mining operations.
3. Dembélé Rare Earths Exploration License (DRE-2021-0092). This license was issued on July 8, 2021, granting TGM a five (5) year exploration license covering 8,750 hectares in the Dembélé region for the exploration of rare earth elements. Risk Level: Moderate. The Dembélé project is at the exploration stage and has not yet generated revenue. The financial impact of revocation would be lower in absolute terms but strategically significant, as the Dembélé rare earths deposit is considered a high-potential asset in Torchlight's long-term development pipeline.
4. Dembélé Mining License Upgrade (DRE-M-2023-0018). This license was issued on February 14, 2023, converting TGM's Dembélé exploration license to a full mining license authorizing extraction activities across the 8,750-hectare concession area. This permit was obtained during the period of the most active Crestfield payments and at a time when the relationship between TGM, Crestfield, and Ganaran officials appears to have been most intensive. Risk Level: Moderate to High. The loss of the mining license upgrade would effectively revert the Dembélé project to exploration-only status, negating several years of development investment.
5. Kousseri Expansion Permit (KCC-2019-0047-A1). This permit was issued on April 3, 2024, expanding the Kousseri concession area by 3,200 hectares (from 14,200 to 17,400 hectares). It is the most recently issued permit within the investigation period. The $335,000 in Crestfield invoices paid in 2024 (through October 31, 2024) are temporally correlated with this permit, and the investigation has identified communications suggesting that the expansion permit was the subject of discussions between Mr. Osei-Bonsu and Jean-Philippe Renard during the first quarter of 2024. Risk Level: High.
A summary table of all licenses at risk is attached as Appendix B.
C. Regulatory Process and Practical Considerations
Maître Ndong advises that license revocation proceedings under Article 78 of the Ganaran Mining Code are initiated by the Minister of Mines and Natural Resources and require a formal determination by a ministerial commission composed of representatives from the Ministry of Mines, the Ministry of Finance, the Ministry of Environment, and the National Mining Directorate. The commission process typically takes three (3) to six (6) months from the date of the initial notice, though Maître Ndong notes that the timeline can vary significantly depending on political considerations and the complexity of the case.
The current Minister of Mines and Natural Resources, who succeeded Minister Diallo following the latter's departure from government in 2023, may be politically motivated to distance the Ministry from the corruption scandal by initiating revocation proceedings against TGM. Demonstrating a firm response to corruption in the mining sector could serve the current Minister's political interests and signal a break from the Diallo era. Maître Ndong cautions that this political dynamic should not be underestimated.
However, Maître Ndong also identifies significant countervailing practical considerations that may militate against outright license revocation:
•  TGM employs approximately 2,400 local Ganaran workers across the Kousseri and Dembélé projects, making it one of the largest private employers in the affected provinces. Sudden revocation of TGM's mining licenses would result in mass layoffs and significant economic disruption in regions that are already economically disadvantaged.
•  The Kousseri and Dembélé projects contribute substantial tax revenue and royalties to the Ganaran government. Loss of this revenue stream would have a material impact on the Ganaran national budget.
•  The Republic of Ganara has invested considerable diplomatic and promotional effort in positioning itself as a favorable destination for foreign mining investment. A high-profile license revocation — particularly one arising from corruption attributable in part to former Ganaran government officials — could discourage future foreign investment in the Ganaran mining sector.
These factors may create leverage for TGM and Torchlight in negotiating remedial conditions short of outright revocation. Maître Ndong suggests that the Ganaran government might be receptive to an outcome involving one or more of the following: (i) enhanced compliance undertakings, including the appointment of an independent compliance monitor; (ii) payment of additional royalties, penalties, or community development contributions; (iii) restructuring of TGM's management by removing all personnel implicated in the investigation and installing new leadership acceptable to the Ministry; and (iv) reaffirmation of TGM's operational and investment commitments to the Kousseri and Dembélé projects.
Suspension under Article 82 presents a more immediate and potentially more damaging risk. If the Ganaran public prosecutor initiates a criminal investigation into the matters under review, the Minister of Mines could impose a twelve (12) month suspension of all of TGM's mining and exploration licenses as a precautionary measure, without the need for the full ministerial commission process. Such a suspension would halt all mining and exploration activities at both the Kousseri and Dembélé sites, with immediate and severe operational and financial consequences for Torchlight. Maître Ndong considers suspension under Article 82 to be the most probable adverse regulatory outcome in the near term if a Ganaran criminal investigation is opened.
D. Environmental Permit Revocation
Separate from the mining license issues discussed above, the Ministry of Environment retains independent authority to revoke Environmental Impact Approval ENV-KCC-2020-113 if it determines that the approval was obtained through corruption or fraud. This authority derives from the environmental regulatory provisions of the Ganaran Environmental Code (Code de l'Environnement), which provides for revocation of environmental approvals on grounds analogous to those set forth in Article 78 of the Mining Code.
Maître Ndong notes that the environmental permitting situation presents an unusual dynamic. Amadou Traoré, the Director of Environmental Permitting at the Ministry of Environment, is both an alleged recipient of approximately $620,000 in corrupt payments and the senior official responsible for environmental licensing oversight within the Ministry. His continued tenure in office creates a tension between his personal interest in avoiding scrutiny and his official responsibility to ensure the integrity of the environmental permitting process. Maître Ndong advises that Mr. Traoré's continued presence at the Ministry may delay environmental regulatory action against TGM in the near term, as initiating revocation proceedings would necessarily draw attention to Mr. Traoré's own alleged involvement in the scheme. However, if Mr. Traoré is replaced or if Ganaran prosecutors initiate proceedings against him, the calculus would change significantly, and his successor could be expected to act more aggressively against TGM.
V. Risk of Ganaran Criminal Investigation and Prosecution
A. Current Status
Maître Ndong has made discreet inquiries — without identifying Torchlight, TGM, or the specific matters under investigation — with contacts at the Ganaran Ministry of Justice and the office of the Procureur Général (Attorney General) in Libreville. Based on these inquiries, as of April 18, 2025, there is no indication that Ganaran authorities have independently commenced a criminal investigation related to the matters under review in this investigation. Maître Ndong is not aware of any complaint, referral, or preliminary inquiry (enquête préliminaire) pending before the Ganaran public prosecutor in connection with TGM, Crestfield, or the government officials identified in Section II.C.
However, Maître Ndong cautions that this assessment is based on the information available as of the date of his most recent written memorandum (April 18, 2025) and could change rapidly. The SEC's formal order of investigation (File No. HO-14892, issued January 22, 2025) is a matter of public record, as Torchlight disclosed the SEC investigation in a Form 8-K filed with the SEC on February 7, 2025. Although the 8-K filing did not specifically identify the Republic of Ganara, the filing was reported in major financial press outlets and mining industry publications, and it would not require significant investigative effort for Ganaran authorities — or Ganaran media — to connect the disclosure to Torchlight's Ganaran operations. Maître Ndong advises that Ganaran authorities may become aware of the investigation through media reports, diplomatic channels, or mutual legal assistance communications at any time.
B. Triggers for Ganaran Investigation
Maître Ndong has identified the following events or developments as potential triggers for a Ganaran criminal investigation:
Voluntary Self-Disclosure by Torchlight. Torchlight is currently considering voluntary self-disclosure ("VSD") to the U.S. Department of Justice under the DOJ's FCPA Corporate Enforcement Policy. The VSD decision is targeted for June 30, 2025. If Torchlight proceeds with VSD, the disclosure materials — which would necessarily describe in detail the suspected improper payments, the identities of Ganaran officials, and the mining licenses at issue — could result in information-sharing with Ganaran authorities. As discussed in Section VII.C below, the DOJ's practice of coordinating with foreign law enforcement authorities in FCPA matters creates a significant risk that VSD materials will reach the Ganaran government.
SEC or DOJ Public Enforcement Actions. SEC or DOJ press releases, consent orders, cease-and-desist orders, or deferred prosecution agreements that become part of the public record would alert Ganaran authorities to the existence and details of the investigation. Even a negotiated resolution with U.S. authorities could precipitate a Ganaran enforcement response.
Political Dynamics. The departure of Minister Diallo from the Ganaran government in 2023 has not, to date, led to any public scrutiny of his tenure. However, Maître Ndong advises that the Ganaran political opposition has occasionally raised corruption in the mining sector as an issue, and the current government's desire to demonstrate anti-corruption credentials could lead to a domestic investigation independent of the U.S. proceedings. A change in political leadership, a reshuffling of Ministry appointments, or increased media scrutiny could serve as catalysts.
Whistleblower Activity. The anonymous complaint (complaint reference SCH-2024-08-4417, received August 19, 2024, via Sentinel Compliance Solutions Inc.) was filed through Torchlight's internal ethics hotline. Calderwood & Harkness has not been able to identify the complainant or determine whether the same individual has filed parallel complaints with Ganaran authorities, including the Ganaran anti-corruption commission (Commission Nationale de Lutte Contre la Corruption), the Procureur Général, or the Ministry of Mines. There is no assurance that the whistleblower's allegations are confined to the Torchlight internal hotline, and the possibility of parallel filings represents an independent trigger for Ganaran investigation.
C. Likelihood Assessment
Based on his experience with Ganaran anti-corruption enforcement and his assessment of the current political and institutional environment, Maître Ndong provides the following likelihood assessment:
Near Term (Next 6–12 Months): The likelihood of an independent Ganaran criminal investigation is assessed as moderate. In the absence of a public U.S. enforcement action, VSD, or other triggering event, Ganaran authorities are unlikely to commence a sua sponte investigation. However, the public availability of information regarding the SEC investigation (through the 8-K filing and related media coverage) creates an ongoing possibility that Ganaran authorities could act at any time.
Medium Term (12–24 Months): The likelihood of a Ganaran criminal investigation is assessed as increasing substantially if the U.S. proceedings result in a public enforcement action — whether through a deferred prosecution agreement, non-prosecution agreement, consent decree, or contested litigation. Any such public action would almost certainly attract the attention of Ganaran authorities and Ganaran media, significantly increasing the probability of a domestic investigation.
If a Ganaran investigation is commenced, Maître Ndong expects that it would be broad in scope, likely targeting both the Ganaran government officials (Diallo, Traoré, and Konaté) on passive corruption charges under Article 315 and TGM and its personnel (particularly Osei-Bonsu) on active corruption charges under Articles 314 and 316. The investigation would likely be assigned to an investigating magistrate (juge d'instruction), who would have wide-ranging powers to conduct searches, seize documents, freeze bank accounts, and issue arrest warrants.
VI. Implications for TGM Personnel
A. Raymond Osei-Bonsu
As a Ganaran citizen residing in the Republic of Ganara, Mr. Osei-Bonsu faces the most direct and immediate criminal exposure under Ganaran law. Based on the evidence gathered to date, Mr. Osei-Bonsu is the individual most closely associated with the approval and facilitation of the Crestfield payments and the direct cash withdrawals and in-kind benefits directed to Ganaran officials. If Ganaran prosecution is initiated, Mr. Osei-Bonsu would be the most likely individual target and could face charges of active corruption under Article 314 and facilitation through intermediaries under Article 316 of the Ganaran Penal Code. Upon conviction, he would face imprisonment of five (5) to ten (10) years, substantial financial penalties, and prohibitions on managing companies or holding public office.
Mr. Osei-Bonsu's cooperation or non-cooperation with Calderwood & Harkness's internal investigation is significantly complicated by his dual criminal exposure in both the United States (under the FCPA's anti-bribery provisions) and the Republic of Ganara. His Ganaran counsel, Barrister Emeka Okoro of Okoro Law Chambers (9 Avenue Mobutu, Libreville), has communicated that Mr. Osei-Bonsu will not voluntarily participate in interviews absent written guarantees of non-prosecution from both U.S. and Ganaran authorities — a condition that Calderwood & Harkness is not in a position to satisfy. This impasse may limit the investigation team's ability to obtain Mr. Osei-Bonsu's account of the relevant events.
Additionally, Mr. Osei-Bonsu's employment with TGM was terminated on January 8, 2025. Any indemnification, advancement of legal fees, or other obligations owed by TGM to former officers under Ganaran corporate law (droit des sociétés) and TGM's statuts (articles of incorporation) should be reviewed separately by N&K and the Torchlight investigation team. Maître Ndong has noted that Ganaran corporate law generally permits indemnification of officers and directors for legal expenses incurred in connection with their corporate duties, subject to certain limitations, but this question requires further analysis that is beyond the scope of this memorandum.
B. Thomas Achebe
Mr. Achebe is currently designated as a witness rather than a subject of the investigation. His role as Finance Director involved processing the Crestfield invoices through TGM's accounts payable system and executing cash withdrawals from the Regency International Bank account at the direction of Mr. Osei-Bonsu. There is no evidence to date that Mr. Achebe independently initiated any of the suspected improper payments or received any personal benefit from the scheme.
However, Maître Ndong cautions that Ganaran prosecutors may take a broader view of Mr. Achebe's culpability. Under the French-influenced doctrine of complicité applied by Ganaran courts, an individual who knowingly facilitates the commission of a criminal offense — even at the direction of a superior — may be charged as an accomplice and face the same penalties as the principal offender. A Ganaran prosecutor could argue that Mr. Achebe, as the Finance Director responsible for processing and executing the payments, had actual or constructive knowledge that the payments were corrupt in nature and that his continued processing of invoices lacking proper documentation and dual authorization constituted knowing facilitation of the scheme.
Mr. Achebe's continued cooperation with the Calderwood & Harkness investigation should be managed with awareness of this potential exposure. While he has cooperated to date, the emergence of a Ganaran criminal investigation could cause him to reconsider his willingness to provide information without the protection of independent Ganaran counsel.
C. Kwame Mensah
Mr. Mensah is similarly designated as a witness. His involvement in the scheme relates to his role as Procurement Manager, in which capacity he procured vehicles and other in-kind benefits that the investigation has identified as having been directed to Col. Konaté and other Ganaran officials. Mr. Mensah has cooperated with the investigation and has provided information regarding the procurement process, including the absence of competitive bidding and the direction he received from Mr. Osei-Bonsu regarding specific purchases.
As with Mr. Achebe, Maître Ndong cautions that Mr. Mensah's role could be characterized by Ganaran prosecutors as participation in active corruption, particularly if it can be established that Mr. Mensah was aware that the procured goods and services were destined for government officials rather than for legitimate TGM business purposes.
Maître Ndong recommends that both Mr. Achebe and Mr. Mensah be advised of their potential criminal exposure under Ganaran law and be encouraged to retain independent Ganaran counsel to advise them on their personal legal positions. Calderwood & Harkness should consider whether to facilitate this process, consistent with the interests of the investigation and Torchlight's obligations as an employer.
D. Marcus Delacroix
As discussed in Section III.E above, Mr. Delacroix is a French-Canadian dual citizen currently residing in Lyon, France. He is not present in the Republic of Ganara and has no current plans to travel there. Nonetheless, Ganaran courts could issue an arrest warrant (mandat d'arrêt) for Mr. Delacroix based on his alleged role in establishing the Crestfield relationship and directing aspects of the corrupt scheme from outside Ganara.
Practical enforcement of such a warrant would depend on French cooperation. Because France generally does not extradite its own nationals, and because Mr. Delacroix holds French citizenship, an extradition request from Ganara to France would in all likelihood be refused. However, French authorities could, at the request of Ganaran authorities or on their own initiative, open a prosecution of Mr. Delacroix under French anti-corruption law. Article 435-3 of the French Penal Code criminalizes the bribery of foreign public officials by French nationals or persons habitually resident in France, carrying penalties of imprisonment of up to ten (10) years and fines of up to €1,000,000 (or, in the case of a legal entity, up to five times that amount). A French prosecution would be a separate proceeding from any Ganaran prosecution and would not require Mr. Delacroix's extradition.
Maître Ndong recommends that Calderwood & Harkness coordinate with Whitmore & Sharpe LLP (Ms. Helen Whitmore, counsel to Mr. Delacroix) regarding the potential Ganaran jurisdictional exposure. This coordination should include an assessment of Mr. Delacroix's travel plans, particularly any travel to ECOWAS member states or other jurisdictions with which Ganara has extradition arrangements. Maître Ndong notes that Mr. Delacroix has declined a voluntary interview with Calderwood & Harkness, as communicated by Ms. Whitmore's email of April 2, 2025, and that his non-cooperation limits the investigation team's ability to assess the full scope of his involvement.
E. Expatriate Staff
TGM's eighty-five (85) expatriate employees, who are posted at TGM's Libreville headquarters and at the Kousseri and Dembélé project sites, may face practical risks if a Ganaran criminal investigation is opened. These risks include potential travel restrictions (interdiction de quitter le territoire), questioning by Ganaran law enforcement, and the seizure of personal documents and electronic devices. While none of these individuals are currently identified as subjects or witnesses in the investigation, their physical presence in Ganara exposes them to the risk of being swept up in a broad Ganaran criminal inquiry.
Calderwood & Harkness should advise Torchlight to conduct a risk assessment of its expatriate staff at TGM, identifying any individuals who may have had involvement — however peripheral — in the matters under investigation. Torchlight should also evaluate whether any expatriate personnel should be repatriated to their home jurisdictions as a precautionary measure in the event that indicators of an imminent Ganaran criminal investigation emerge. This assessment should balance operational continuity at the Kousseri and Dembélé sites against the personal safety and legal exposure of the affected individuals.
VII. Interaction Between U.S. and Ganaran Proceedings
A. Dual Sovereignty and Parallel Proceedings
The U.S. DOJ and SEC investigations address potential violations of the Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, 78dd-2, 78dd-3; 15 U.S.C. § 78m(b)), including the anti-bribery provisions, the books and records provisions, and the internal accounting controls provisions. Any potential Ganaran prosecution would address violations of the Ganaran Penal Code's anti-corruption provisions, principally Articles 314 through 316.
Although the underlying conduct is the same, the U.S. and Ganaran offenses are legally distinct, arising under the laws of different sovereigns. Under well-established principles of dual sovereignty recognized in both U.S. and international law, the prosecution of an individual or entity by one sovereign does not preclude prosecution by another sovereign for the same underlying conduct. Double jeopardy protections do not apply across national boundaries.
Accordingly, Torchlight and its personnel face the possibility of enforcement actions in both jurisdictions. A resolution of the U.S. proceedings — whether through a deferred prosecution agreement, non-prosecution agreement, consent decree, guilty plea, or trial — would not bar Ganaran authorities from initiating their own prosecution.
B. Mutual Legal Assistance
The United States and the Republic of Ganara do not have a bilateral mutual legal assistance treaty ("MLAT"). The absence of a formal MLAT limits the mechanisms through which U.S. and Ganaran authorities can share investigative information on a government-to-government basis.
However, the absence of a formal MLAT does not preclude informal information-sharing between U.S. and Ganaran authorities. Such sharing may occur through diplomatic channels, through Interpol's National Central Bureaus in both countries, through the World Bank's Integrity Vice Presidency (which maintains an interest in anti-corruption enforcement in the mining sector in developing countries), or through other multilateral mechanisms. Additionally, the DOJ's Office of International Affairs regularly coordinates with foreign law enforcement authorities in the context of FCPA investigations, and such coordination may involve the sharing of information with Ganaran counterparts, particularly if the DOJ seeks evidence located in Ganara or if the interests of justice are served by coordinated enforcement.
Maître Ndong notes that, in the absence of a bilateral MLAT, the Ganaran public prosecutor could seek information from U.S. authorities through a letters rogatory (commission rogatoire internationale) process. This is a formal request transmitted through diplomatic channels requesting that the courts of the requested state obtain and transmit evidence on behalf of the requesting state. Maître Ndong characterizes this process as cumbersome, time-consuming, and unlikely to be employed by Ganaran authorities in the near term, particularly in the absence of a pending Ganaran criminal investigation.
C. Impact of Voluntary Self-Disclosure
The potential impact of Torchlight's VSD decision on the Ganaran risk environment is a matter of significant concern and should be given careful consideration by the Audit Committee and Torchlight's senior management.
If Torchlight proceeds with voluntary self-disclosure to the DOJ (target decision deadline: June 30, 2025), the VSD submission would necessarily contain a detailed account of the suspected improper payments, including the identities of the Ganaran officials involved, the amounts and methods of payment, the mining licenses and permits at issue, and the roles of TGM personnel. Under the DOJ's FCPA Corporate Enforcement Policy, the DOJ expects cooperating companies to make complete and timely disclosures of all known facts, which would include facts with significant Ganaran implications.
The DOJ's practice of coordinating with foreign law enforcement authorities in multi-jurisdictional corruption cases creates a substantial risk that the information contained in the VSD submission will be shared with Ganaran authorities, either formally or informally. While the DOJ does not automatically share VSD materials with foreign governments, it may do so in its discretion, particularly when the foreign jurisdiction's own laws have been violated and the interests of justice support coordinated enforcement. In recent FCPA enforcement actions, the DOJ has routinely credited companies for facilitating cooperation with foreign authorities and has coordinated the timing of enforcement actions with foreign counterparts.
Maître Ndong recommends that any VSD submission be carefully reviewed for information that could trigger or accelerate Ganaran criminal proceedings or regulatory action. Consideration should be given to whether N&K should be involved in the drafting process to assess the in-country impact of specific disclosures and to advise on the strategic sequencing of disclosures to U.S. and Ganaran authorities. At a minimum, the investigation team should assess, prior to the VSD submission, whether there are any steps that should be taken in Ganara — such as securing key documents, advising at-risk personnel, or engaging in proactive discussions with Ganaran regulators — before the VSD materials enter the hands of U.S. authorities.
VIII. Recommendations
Based on the analysis set forth in this memorandum and the advice received from Maître Ndong and N&K, the following recommendations are offered for consideration by the investigation team and the Audit Committee.
A. Immediate Steps
1. Monitor Ganaran Government Activity. N&K should be instructed to conduct ongoing monitoring of the Ganaran Ministry of Justice, the office of the Procureur Général, the Ministry of Mines and Natural Resources, and the Ministry of Environment for any indications of formal investigation or license review proceedings relating to TGM, Torchlight, or the Ganaran officials identified in this memorandum. N&K should also monitor Ganaran media coverage and political developments that could serve as precursors to government action. Monitoring reports should be provided to Calderwood & Harkness on a bi-weekly basis, or more frequently if circumstances warrant.
2. Prepare for License Defense. N&K should be instructed to draft a preliminary defense strategy to be deployed in the event that the Ministry of Mines initiates revocation or suspension proceedings under Articles 78 and 82 of the Ganaran Mining Code. The defense strategy should emphasize TGM's significant economic contribution to the Republic of Ganara (approximately 2,400 local jobs, tax revenue, royalties, and community development expenditures) and TGM's willingness to implement comprehensive remedial measures, including management restructuring, enhanced compliance controls, and the appointment of an independent compliance monitor. The defense materials should be prepared in both French and English and should be ready for immediate deployment in the event of a ministerial notice.
3. Personnel Risk Assessment. Calderwood & Harkness and N&K should jointly conduct a detailed risk assessment for Mr. Achebe, Mr. Mensah, and other TGM personnel who may face criminal exposure under Ganaran law. Both Mr. Achebe and Mr. Mensah should be advised of their potential exposure and encouraged to retain independent Ganaran counsel to advise them on their personal legal positions. Calderwood & Harkness should consider whether Torchlight should facilitate or fund the retention of independent counsel for these individuals, consistent with TGM's obligations under Ganaran corporate law and its statuts.
4. Expatriate Repatriation Assessment. Torchlight should promptly evaluate whether any of TGM's eighty-five (85) expatriate personnel should be relocated out of the Republic of Ganara as a precautionary measure. This assessment should prioritize any individuals who may have had involvement — however peripheral — in the matters under investigation, as well as any individuals holding senior management or financial roles at TGM. The assessment should be completed and a repatriation recommendation presented to Torchlight management within thirty (30) days.
B. Coordination with U.S. Investigation
5. VSD Considerations. The Ganaran legal and regulatory risk analysis set forth in this memorandum should be factored into the Audit Committee's deliberations on the voluntary self-disclosure decision. In particular, the Audit Committee should be informed that any information disclosed to U.S. authorities through the VSD process may eventually reach Ganaran authorities through formal or informal channels, and that VSD could trigger or accelerate Ganaran criminal proceedings and/or license revocation or suspension actions. The interim investigation report to the Audit Committee (target delivery date: May 15, 2025) should incorporate this Ganaran risk assessment as a discrete section.
6. Privilege Coordination. Calderwood & Harkness should ensure that all communications between C&H and N&K — including the written memo