1039-00005 · Torchlight Mining Corp · Engagement

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COMMON INTEREST AND JOINT DEFENSE AGREEMENT

Dated: March 10, 2025

This Common Interest and Joint Defense Agreement (this "Agreement") is entered into as of March 10, 2025, by and between Calderwood & Harkness LLP, on behalf of its client Torchlight Mining Corp., and Bartlett Keene & Ostrander LLP, on behalf of its client Torchlight Mining Corp.

RECITALS

WHEREAS:

A. Calderwood & Harkness LLP, a limited liability partnership organized under the laws of the State of New York, with its principal offices located at 825 Eighth Avenue, 42nd Floor, New York, New York 10019 ("C&H"), serves as principal outside counsel to Torchlight Mining Corp. ("Torchlight" or the "Company"), a Canadian corporation organized under the Canada Business Corporations Act, headquartered at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, with American Depositary Receipts listed on the New York Stock Exchange (ticker: TRCH) and common shares listed on the Toronto Stock Exchange (ticker: TMC). C&H's engagement was formalized by letter agreement dated March 5, 2025, under C&H Matter No. 1039-00005. The responsible partner for the engagement is Conrad Ashby; the billing partner is Victoria Chambers; the lead associate is Steven Hollander; and the working associate is Jasmine Thornton.

B. Bartlett Keene & Ostrander LLP, a limited liability partnership organized under the laws of the Province of Ontario, with its principal offices located at 100 Wellington Street West, Suite 2600, Toronto, Ontario M5K 1J3 ("BKO"), serves as Canadian counsel to Torchlight Mining Corp. The lead partner for BKO's engagement is Richard Bartlett III.

C. The primary client contact at Torchlight for both engagements is Patricia Sung, General Counsel and Corporate Secretary of Torchlight Mining Corp.

D. The United States Securities and Exchange Commission ("SEC"), Division of Enforcement, has commenced a formal order of investigation bearing File No. HO-14892, dated January 22, 2025, into potential violations of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), related to Torchlight's West African operations in the Republic of Ganara. On February 3, 2025, the SEC served a formal document subpoena on Torchlight in connection with said investigation, demanding the production of documents and data relating to, among other things, Torchlight's operations, payments, and government interactions in the Republic of Ganara.

E. The United States Department of Justice ("DOJ"), Fraud Section, Criminal Division, FCPA Unit, under Assistant Chief Margaret Calloway, has opened a preliminary inquiry concerning the same subject matter and issued a voluntary document preservation request dated February 14, 2025, directed to Torchlight Mining Corp.

F. The foregoing investigations concern approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight's subsidiary, Torchlight Ganara Holdings Ltd. ("TGH"), a company incorporated under the laws of the British Virgin Islands, and Torchlight Ganara Mining S.A. ("TGM"), the Ganaran operating entity, to government officials and intermediaries in the Republic of Ganara in connection with mining permits and environmental approvals for the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project. Payments were channeled in substantial part through Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated under the laws of Mauritius and operated by Jean-Philippe Renard.

G. Torchlight, as a Canadian corporation with securities listed on the Toronto Stock Exchange, faces potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34, as amended (the "CFPOA"), Canada's anti-foreign-bribery statute, in addition to FCPA liability in the United States. BKO has been retained to advise Torchlight on Canadian securities disclosure obligations arising from the investigations, including obligations under National Instrument 51-102 — Continuous Disclosure Obligations and related instruments, and on CFPOA exposure, including potential criminal and regulatory consequences under Canadian law.

H. The Parties share a common legal interest in defending Torchlight against the SEC and DOJ investigations (collectively, the "U.S. Proceedings") and in evaluating and mitigating potential CFPOA exposure (the "Canadian Proceedings," and together with the U.S. Proceedings, the "Proceedings"). Effective coordination between C&H and BKO requires the sharing of privileged and confidential materials, including attorney-client privileged communications, work product, and materials prepared in anticipation of litigation or government enforcement proceedings. The Parties desire to establish a framework to facilitate such sharing while preserving all applicable privileges and protections under U.S. federal and state law, Canadian federal and provincial law, and any other applicable law.

I. This Agreement has been authorized by Torchlight Mining Corp., through its General Counsel, Patricia Sung, and the Audit Committee of the Board of Directors of Torchlight Mining Corp., chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen. The Audit Committee approved the execution of this Agreement at a meeting held on March 7, 2025, at which a quorum was present and acting.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — "Common Interest Materials." The term "Common Interest Materials" shall mean all documents, communications, memoranda, reports, analyses, work product, forensic accounting materials, interview memoranda, chronologies, timelines, correspondence, presentations, drafts, notes, summaries, compilations, databases, data compilations, spreadsheets, financial analyses, and any other information or materials, in any form or medium (whether written, electronic, oral, or otherwise), shared between or among the Parties pursuant to this Agreement that are protected by the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, or any analogous privilege or protection under applicable law. The term "Common Interest Materials" includes, without limitation, materials prepared by or at the direction of counsel, including materials produced by agents, consultants, or vendors retained by counsel in connection with the Proceedings, specifically including materials produced by Pinnacle Forensic Advisory LLC, forensic accountants engaged by C&H under the direction of counsel for purposes of the internal investigation, and Marlowe Asset Management Digital Forensics Inc., the e-discovery vendor retained by C&H in connection with document collection, processing, review, and production related to the Proceedings.

Section 1.2 — "Parties." The term "Parties" shall mean Calderwood & Harkness LLP and Bartlett Keene & Ostrander LLP, each acting on behalf of their mutual client, Torchlight Mining Corp. References to a "Party" shall mean either one of the foregoing, as the context requires.

Section 1.3 — "Proceedings." The term "Proceedings" shall mean, collectively: (a) the U.S. Proceedings, consisting of the SEC formal investigation (File No. HO-14892) and the DOJ preliminary inquiry conducted by the Fraud Section, Criminal Division, FCPA Unit; (b) the Canadian Proceedings, consisting of potential proceedings under the CFPOA and related Canadian securities regulatory matters; and (c) any related civil, criminal, regulatory, or administrative proceedings arising from or in connection with the foregoing, including any proceedings by, against, or involving Torchlight's subsidiaries TGH and TGM, and any proceedings in the Republic of Ganara, the British Virgin Islands, Mauritius, or any other jurisdiction. The term "Proceedings" shall be construed broadly to encompass all matters arising from or relating to the subject matter of the investigations described in the Recitals.

Section 1.4 — "Producing Party." The term "Producing Party" shall mean the Party that discloses, provides, shares, or otherwise makes available Common Interest Materials to another Party pursuant to this Agreement.

Section 1.5 — "Receiving Party." The term "Receiving Party" shall mean the Party that receives Common Interest Materials from a Producing Party pursuant to this Agreement.

Section 1.6 — "Privileged Materials." The term "Privileged Materials" shall mean materials subject to the attorney-client privilege (as recognized under U.S. federal and state law), the solicitor-client privilege (as recognized under Canadian federal and provincial law), the legal professional privilege, or any analogous privilege under any applicable jurisdiction, including but not limited to confidential communications between counsel and client made for the purpose of seeking, obtaining, or providing legal advice.

Section 1.7 — "Work Product Materials." The term "Work Product Materials" shall mean materials protected by the work product doctrine (as recognized under U.S. federal law, including under Federal Rule of Civil Procedure 26(b)(3) and its federal common law equivalent in non-litigation enforcement proceedings, as established in Hickman v. Taylor, 329 U.S. 495 (1947), and its progeny), or by the litigation privilege (as recognized under Canadian federal and provincial law), or by any analogous protection under any applicable jurisdiction, including but not limited to materials prepared by or for a party or its representative in anticipation of litigation or in preparation for trial or government enforcement proceedings.

ARTICLE II — COMMON LEGAL INTEREST

Section 2.1 — Statement of Common Interest. The Parties acknowledge and agree that they share a common legal interest in:

(a) defending Torchlight and its subsidiaries, including TGH and TGM, against the Proceedings;

(b) conducting, coordinating, and completing the internal investigation into potential FCPA and CFPOA violations relating to Torchlight's West African operations in the Republic of Ganara, including the activities of Crestfield Advisory Partners Ltd. and the payments made in connection with the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project;

(c) evaluating potential voluntary self-disclosure to the DOJ, including analysis of the DOJ's Corporate Enforcement and Voluntary Self-Disclosure Policy (updated March 2023, as further revised) and any applicable SEC cooperation credit frameworks;

(d) responding to the SEC formal document subpoena dated February 3, 2025, and the DOJ voluntary document preservation request dated February 14, 2025, including the collection, review, and production of responsive documents and data;

(e) assessing and implementing remediation measures for Torchlight's anti-corruption compliance program, including enhancements to policies, procedures, controls, and training relating to the use of third-party intermediaries, government interactions, and payments in connection with permit and licensing applications;

(f) evaluating Torchlight's disclosure obligations under U.S. securities laws and Canadian securities laws arising from the Proceedings;

(g) assessing potential civil, criminal, regulatory, and administrative exposure of Torchlight and its subsidiaries; and

(h) protecting the legal interests of Torchlight in all related matters, including the preservation of applicable privileges and protections.

Section 2.2 — No Joint Representation. Each firm represents Torchlight Mining Corp. in its respective capacity and within its respective scope of engagement. C&H serves as principal U.S. counsel for the FCPA investigation, including the SEC and DOJ matters and the related internal investigation. BKO serves as Canadian counsel on CFPOA matters, Canadian securities disclosure obligations, and related Canadian regulatory issues. This Agreement does not create, and shall not be construed to create, a joint representation, co-counsel relationship, or any form of shared professional responsibility between C&H and BKO. Each firm retains full and independent professional judgment in the exercise of its respective engagement, and each firm's obligations to Torchlight are governed by its own engagement letter and the professional rules applicable to it. Nothing in this Agreement shall be construed to expand or alter either firm's scope of engagement or professional responsibilities.

Section 2.3 — Coordination with Other Counsel. The Parties acknowledge that Torchlight has also retained the following additional counsel in connection with matters related to the Proceedings:

(a) Hargrove Whitfield LLP (Catherine Whitfield, Lead Partner), as British Virgin Islands counsel for TGH corporate matters; and

(b) Ndong & Keïta Cabinet Juridique (Maître Salif Ndong, Lead Partner), as Ganaran local counsel.

These firms are not parties to this Agreement as of the date hereof but may be added to this Agreement by written amendment in accordance with Section 11.3, with the prior written consent of all Parties and Torchlight Mining Corp. Until such time as any additional counsel executes a joinder to this Agreement, Common Interest Materials shall not be shared with such additional counsel under the terms of this Agreement, although the Parties acknowledge that separate arrangements may be made for the sharing of information with such counsel on terms to be determined and approved by Torchlight.

ARTICLE III — SHARING OF COMMON INTEREST MATERIALS

Section 3.1 — Authorization to Share. Each Party is hereby authorized to share Common Interest Materials with the other Party in furtherance of the common legal interest described in Article II of this Agreement. Such sharing shall be undertaken in good faith and in a manner consistent with the preservation of all applicable privileges and protections. Sharing may occur through written, electronic, or oral communications, and all such communications shall be subject to the terms and protections of this Agreement. The authorization granted in this Section 3.1 extends to the sharing of materials by and among the Designated Representatives identified in Section 3.4 and Exhibit A hereto.

Section 3.2 — Scope of Materials. Categories of Common Interest Materials that may be shared between the Parties pursuant to this Agreement include, without limitation:

(a) Internal investigation memoranda, including witness interview memoranda prepared by counsel or at the direction of counsel, including but not limited to memoranda reflecting interviews of Nadia Berenson (Controller, TGH), Diane Fournier (former Director of Government Relations, TGM), Patricia Sung (General Counsel and Corporate Secretary, Torchlight), Thomas Achebe (Chief Financial Officer, Torchlight), Kwame Mensah (former Finance Manager, TGM), and such other current or former employees, officers, directors, agents, or consultants of Torchlight and its subsidiaries as may be interviewed in connection with the internal investigation;

(b) Forensic accounting analyses, reports, workpapers, and related materials prepared by Pinnacle Forensic Advisory LLC (Dr. Leonard Strauss, Engagement Partner) at the direction of counsel, concerning TGH and TGM financial records, Crestfield invoices and payment records, wire transfers routed through Meridian Commercial Bank (Account No. 7740-2281-0056) and Regency International Bank (Account No. GAN-4419-8837), cash disbursements, expense reimbursements, and other financial transactions relevant to the Proceedings;

(c) Legal memoranda, research, and analyses addressing the FCPA anti-bribery provisions (15 U.S.C. § 78dd-1 et seq.), books-and-records provisions (Section 13(b)(2)(A) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(b)(2)(A)), internal-controls provisions (Section 13(b)(2)(B) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(b)(2)(B)), and CFPOA provisions (S.C. 1998, c. 34, as amended), as well as analyses under the laws of any other applicable jurisdiction;

(d) Analyses of the Government Relations Advisory Agreement dated April 12, 2019, between TGH and Crestfield Advisory Partners Ltd., including analyses of the terms, scope of services, fee structure, payment history, due diligence performed at the time of engagement, and ongoing monitoring of Crestfield's activities;

(e) Red flag analyses, risk assessments, and compliance program assessments relating to Torchlight's anti-corruption compliance framework, including assessments of the adequacy of due diligence procedures for third-party intermediaries, gift and hospitality policies, payment authorization protocols, and internal reporting mechanisms;

(f) Voluntary self-disclosure analyses and strategy memoranda, including analyses of the potential benefits, risks, and procedural requirements of voluntary self-disclosure to the DOJ and cooperation with the SEC, as well as analyses of the potential timing, scope, and form of any such disclosure;

(g) Government exposure estimates and calculations, including analyses of potential monetary penalties, disgorgement, and other remedies, with the current estimated total government exposure range assessed at $14.19 million to $19.63 million, subject to revision as the internal investigation progresses;

(h) E-discovery materials processed by Marlowe Asset Management Digital Forensics Inc. (Rachel Hartley, Engagement Lead), including data collected from twenty-three (23) custodians encompassing approximately 1.625 terabytes of data, as well as search protocols, technology-assisted review models, review protocols, privilege review protocols, and quality control analyses;

(i) Privilege logs, document production correspondence, and related materials prepared in connection with responses to the SEC document subpoena, the DOJ voluntary preservation request, or any other government request or legal process;

(j) Remediation recommendations and compliance enhancement plans, including proposed revisions to Torchlight's Code of Business Conduct and Ethics, Anti-Corruption Compliance Policy, Third-Party Due Diligence Procedures, and related compliance infrastructure;

(k) Correspondence with and submissions to the SEC, DOJ, and any other government authority in connection with the Proceedings, including written proffer materials, white papers, position statements, and any other written or oral communications with government representatives;

(l) Analysis of potential consequences for current and former Torchlight personnel, including but not limited to analyses concerning Marcus Delacroix, former Vice President, Africa Operations, who resigned from Torchlight on November 15, 2024, and who is now represented by Whitmore & Sharpe LLP (Helen Whitmore, Lead Partner), and Raymond Osei-Bonsu, former Country Manager, TGM, who was terminated by Torchlight on January 8, 2025, and who is now represented by Okoro Law Chambers (Barrister Emeka Okoro), including analyses of potential individual liability, cooperation considerations, and implications for the Company's investigation and defense strategy; and

(m) Such other materials as the Parties may agree to share from time to time in furtherance of the common legal interest described in Article II.

Section 3.3 — Form of Sharing. Common Interest Materials may be shared in hard copy, electronically (including via secure file-sharing platforms, encrypted email, or other secure electronic transmission methods), or orally during meetings, telephone conferences, or video conferences. Oral communications between the Parties made in furtherance of the common legal interest are covered by this Agreement and shall be afforded the same protections as written Common Interest Materials. The Parties shall use commercially reasonable efforts to employ secure methods of communication when sharing Common Interest Materials, and shall take reasonable precautions to prevent the inadvertent disclosure of such materials to unauthorized persons.

Section 3.4 — Designated Representatives. Common Interest Materials shall be shared only with the following Designated Representatives, or such additional representatives as may be designated in writing by either Party in accordance with this Section:

(a) C&H Designated Representatives: Conrad Ashby (Responsible Partner), Victoria Chambers (Billing Partner), Steven Hollander (Lead Associate), Jasmine Thornton (Working Associate), and such other attorneys or professional staff of C&H as C&H may designate in writing from time to time by notice to BKO.

(b) BKO Designated Representatives: Richard Bartlett III (Lead Partner), and such other attorneys or professional staff of BKO as BKO may designate in writing from time to time by notice to C&H.

A current list of Designated Representatives is attached hereto as Exhibit A and is incorporated herein by reference. Each Party may update its list of Designated Representatives at any time by providing written notice to the other Party, and shall promptly update Exhibit A accordingly. Materials shall only be shared with Designated Representatives unless otherwise agreed in writing by the Parties, and each Party shall ensure that all of its Designated Representatives are informed of the existence and terms of this Agreement and agree to be bound by its terms.

ARTICLE IV — PRESERVATION OF PRIVILEGE AND PROTECTIONS

Section 4.1 — No Waiver. The sharing of Common Interest Materials pursuant to this Agreement shall not constitute a waiver of the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, or any other applicable privilege, immunity, or protection, whether under U.S. federal law, any U.S. state law, Canadian federal or provincial law, or the law of any other applicable jurisdiction. The Parties intend that all Common Interest Materials shared under this Agreement remain fully privileged and protected to the same extent as if they had not been shared between the Parties. The Parties enter into this Agreement in reliance upon the common interest doctrine (also known as the joint defense privilege or community of interest doctrine) as recognized under U.S. federal law, including United States v. Schwimmer, 892 F.2d 237 (2d Cir. 1989), In re Bevill, Bresler & Schulman Asset Mgmt. Corp., 805 F.2d 120 (3d Cir. 1986), and their progeny, and as recognized under applicable U.S. state law, Canadian federal and provincial law, and any other applicable law. The sharing of materials under this Agreement is made solely to facilitate the provision of legal advice and representation to their mutual client, Torchlight Mining Corp., and is not intended to, and shall not, effect any waiver of any privilege or protection that would otherwise attach to such materials.

Section 4.2 — Ownership of Privilege. The attorney-client privilege and solicitor-client privilege with respect to all Common Interest Materials belong exclusively to Torchlight Mining Corp. as the holder of such privileges. The privilege may be waived only by Torchlight, through its duly authorized representatives, including Patricia Sung, General Counsel and Corporate Secretary, or the Audit Committee of the Board of Directors (Dr. Eleanor Fiske, Chair; Warren Ogilvy, Member; Marguerite Chen, Member), and not by either Party unilaterally. Neither C&H nor BKO shall waive or purport to waive any privilege on behalf of Torchlight without the express prior written authorization of Torchlight's authorized representatives. Each Party acknowledges and agrees that the privilege belongs to the client and that neither Party has the authority to waive such privilege on its own initiative.

Section 4.3 — Work Product Protections. Work Product Materials shall be maintained and protected in accordance with the work product doctrine under U.S. law (Federal Rule of Civil Procedure 26(b)(3) and its federal common law equivalent in enforcement proceedings, as established in Hickman v. Taylor, 329 U.S. 495 (1947), and its progeny) and the litigation privilege under Canadian law, as well as any analogous protections under the law of any other applicable jurisdiction. The disclosure of Work Product Materials pursuant to this Agreement does not waive work product protections as against any third party, including but not limited to the SEC, the DOJ, any Canadian governmental authority, any court, or any other person or entity. The Parties intend that the sharing of Work Product Materials under the common interest doctrine shall preserve all work product protections in full. To the extent that any Work Product Materials contain opinion work product reflecting the mental impressions, conclusions, opinions, or legal theories of counsel, such materials shall be afforded the heightened protection applicable to opinion work product under applicable law.

Section 4.4 — Third-Party Disclosure Restrictions. No Party shall disclose, produce, or otherwise make available any Common Interest Materials to any third party without the prior written consent of the Producing Party and of Torchlight Mining Corp. For purposes of this Section, "third parties" include, without limitation:

(a) any government agency, including the SEC, the DOJ, the Royal Canadian Mounted Police, the Ontario Securities Commission, and any other federal, state, provincial, or foreign governmental or regulatory authority;

(b) external auditors, including Clarendon Group LLP (Alain Beaumont, Engagement Partner);

(c) directors' and officers' liability insurers, including Dalton & Mercer Inc. (Robert Dalton Jr.), under Policy No. DM-0092-FCPA-2024, or any other insurer;

(d) shareholders, including institutional shareholders such as Kingsley Institutional Partners LP (Annette Kingsley, Managing Partner), and any other shareholder, beneficial owner, or investor in Torchlight;

(e) media organizations, journalists, analysts, or other members of the press;

(f) counsel for current or former employees of Torchlight or its subsidiaries, including Whitmore & Sharpe LLP (representing Marcus Delacroix) and Okoro Law Chambers (representing Raymond Osei-Bonsu); and

(g) any other persons or entities not party to this Agreement.

Notwithstanding the foregoing, the Parties may disclose Common Interest Materials to Torchlight's in-house personnel on a need-to-know basis as directed by Patricia Sung, General Counsel and Corporate Secretary, provided that such personnel are informed of the privileged and confidential nature of such materials and the restrictions on further disclosure. Nothing in this Section 4.4 shall prevent either Party from making disclosures to Torchlight itself, as the mutual client, in the ordinary course of the attorney-client relationship.

ARTICLE V — CONFIDENTIALITY OBLIGATIONS

Section 5.1 — Confidential Treatment. All Common Interest Materials shall be treated as strictly confidential by each Party receiving such materials. Each Receiving Party shall use the same degree of care to protect the confidentiality of Common Interest Materials as it uses to protect its own most confidential and sensitive information, including client files and privileged work product, and in no event less than reasonable care. Each Party shall implement appropriate administrative, physical, and technical safeguards to prevent the unauthorized access, use, disclosure, or destruction of Common Interest Materials, including but not limited to access controls, encryption, secure storage, and appropriate training of personnel with access to such materials.

Section 5.2 — Use Limitation. Common Interest Materials may be used solely for the purpose of providing legal advice and representation to Torchlight Mining Corp. in connection with the Proceedings, as defined in this Agreement. No other use is permitted, including but not limited to use in connection with any matter adverse to Torchlight, any other client engagement, any academic or research purpose, or any business development activity. Each Party acknowledges and agrees that the Common Interest Materials constitute confidential client information and that the use restrictions set forth in this Section are essential to the protection of Torchlight's legal interests and the preservation of applicable privileges.

Section 5.3 — Need-to-Know Basis. Access to Common Interest Materials within each firm shall be limited to attorneys, paralegals, legal assistants, and professional staff who are directly involved in the representation of Torchlight Mining Corp. in connection with the Proceedings. Each Party shall maintain appropriate internal controls to ensure that access to Common Interest Materials is restricted to those individuals who have a genuine need to access such materials in connection with their work on the Proceedings. Each Party shall be responsible for ensuring that all individuals within its firm who have access to Common Interest Materials are aware of and comply with the confidentiality obligations and use restrictions set forth in this Agreement.

Section 5.4 — Marking. To the extent practicable, Common Interest Materials shared in written or electronic form should bear the following legend or a substantially similar legend:

"PRIVILEGED AND CONFIDENTIAL — COMMON INTEREST MATERIALS — SUBJECT TO COMMON INTEREST AND JOINT DEFENSE AGREEMENT"

The absence of such marking on any particular document or communication shall not affect its status as Common Interest Materials or the protections afforded to it under this Agreement, provided that the document or communication otherwise falls within the definition of Common Interest Materials set forth in Section 1.1. Each Party shall use reasonable efforts to apply the foregoing marking consistently to all Common Interest Materials shared under this Agreement.

ARTICLE VI — COMPELLED DISCLOSURE

Section 6.1 — Notice of Compulsion. If any Party receives a subpoena, court order, regulatory demand, governmental request, or other compulsory process requiring or purporting to require the disclosure of Common Interest Materials (a "Compelled Disclosure Request"), such Party shall:

(a) promptly, and in no event more than three (3) business days after receipt of the Compelled Disclosure Request, notify the other Party and Torchlight Mining Corp. in writing of the Compelled Disclosure Request, including providing a copy of the subpoena, court order, or other process;

(b) assert all applicable privileges and protections, including the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, and the protections of this Agreement, in response to the Compelled Disclosure Request;

(c) cooperate with the other Party and with Torchlight in seeking a protective order, motion to quash, or other appropriate relief to prevent or limit the compelled disclosure of Common Interest Materials; and

(d) not produce, disclose, or otherwise make available any Common Interest Materials in response to the Compelled Disclosure Request until the other Party and Torchlight have had a reasonable opportunity (not less than ten (10) business days from the date of notice, unless a shorter period is required by order of a court or tribunal of competent jurisdiction) to seek judicial or other relief to prevent such disclosure.

Section 6.2 — Costs of Resisting Compelled Disclosure. Each Party shall bear its own costs and expenses, including attorneys' fees, in connection with resisting compelled disclosure of Common Interest Materials, unless the Parties and Torchlight otherwise agree in writing. Nothing in this Section shall preclude the Parties from agreeing on an alternative allocation of costs, or from seeking reimbursement of costs from any applicable insurance policy or indemnification arrangement.

ARTICLE VII — WITHDRAWAL AND TERMINATION

Section 7.1 — Withdrawal. Either Party may withdraw from this Agreement upon thirty (30) days' prior written notice to the other Party and to Torchlight Mining Corp. (Attention: Patricia Sung, General Counsel and Corporate Secretary, 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4). A Party's withdrawal from this Agreement shall not affect the rights and obligations of the remaining Party or of Torchlight with respect to Common Interest Materials previously shared under this Agreement, which shall continue to be governed by the terms of this Agreement, including the confidentiality obligations and privilege protections set forth herein.

Section 7.2 — Termination. This Agreement shall terminate upon the earliest of:

(a) the mutual written agreement of all Parties;

(b) the final resolution of all Proceedings, including the exhaustion of all appeals, the expiration of all applicable statutes of limitation, and the formal closure of all investigations by the relevant governmental authorities; or

(c) written direction from Torchlight Mining Corp. (through its General Counsel, Patricia Sung, or the Audit Committee of the Board of Directors) to terminate this Agreement.

Section 7.3 — Survival of Obligations. Upon withdrawal by any Party or termination of this Agreement:

(a) All confidentiality obligations set forth in Article V and all privilege protections set forth in Article IV shall survive in perpetuity. The termination or expiration of this Agreement shall not affect the privileged or protected status of any Common Interest Materials shared pursuant to this Agreement, and all such materials shall continue to be protected to the fullest extent permitted by applicable law.

(b) The Receiving Party shall, at the Producing Party's written election, either (i) promptly return all copies (including electronic copies) of Common Interest Materials received from the Producing Party, or (ii) destroy all such copies and provide written certification of destruction executed by a partner or authorized representative of the Receiving Party, in either case within thirty (30) days of receipt of the Producing Party's written election. Notwithstanding the foregoing, a Receiving Party may retain copies of Common Interest Materials to the extent required by applicable law, regulation, professional rules of conduct, or the Receiving Party's firm record-retention policies, provided that such retained materials remain subject to all confidentiality obligations and privilege protections of this Agreement.

(c) No Party may use Common Interest Materials received from another Party for any purpose adverse to any other Party or to Torchlight Mining Corp., either during the term of this Agreement or following its termination. This prohibition shall survive termination of this Agreement and shall remain in effect in perpetuity.

ARTICLE VIII — CONFLICT OF INTEREST

Section 8.1 — No Current Conflict. Each Party represents and warrants that, as of the date of this Agreement, it is not aware of any conflict of interest, actual or potential, that would prevent it from participating in this Agreement, sharing Common Interest Materials hereunder, or representing Torchlight Mining Corp. in connection with the Proceedings. Each Party further represents that it has conducted an appropriate conflicts check in accordance with its internal procedures and the professional rules applicable to it prior to executing this Agreement.

Section 8.2 — Duty to Notify. Each Party shall promptly notify the other Party and Torchlight Mining Corp. in writing if it becomes aware of any actual or potential conflict of interest that may affect the common legal interest described in Article II, the sharing of Common Interest Materials under this Agreement, or the ability of either Party to continue its representation of Torchlight in connection with the Proceedings. Upon the identification of any such conflict, the Parties and Torchlight shall consult in good faith to determine the appropriate course of action, which may include modification or termination of this Agreement, implementation of information barriers or ethical screens, or such other measures as may be appropriate under the circumstances and consistent with the professional rules applicable to each Party.

ARTICLE IX — NO AGENCY; INDEPENDENT JUDGMENT

Section 9.1 — No Agency. This Agreement does not create an agency, partnership, joint venture, or any other fiduciary or legal relationship between the Parties, other than the common interest relationship expressly described herein. Neither Party has the authority to bind the other Party, to act on the other Party's behalf, to make representations or commitments on the other Party's behalf, or to incur obligations on the other Party's behalf, except as expressly provided in this Agreement. Each Party shall be solely responsible for its own acts and omissions in connection with its representation of Torchlight.

Section 9.2 — Independent Professional Judgment. Each Party shall exercise independent professional judgment in the representation of Torchlight Mining Corp. within its respective scope of engagement, in accordance with the applicable rules of professional conduct and ethical obligations governing its practice. Nothing in this Agreement shall be construed to limit, impair, override, or otherwise affect the independent professional obligations of either Party to its client, including the duty of competence, the duty of loyalty, the duty of confidentiality, and the duty to exercise independent professional judgment. In the event that the independent professional judgment of one Party conflicts with the views or recommendations of the other Party, each Party shall be free to advise Torchlight in accordance with its own professional assessment, and any such disagreement shall be resolved by Torchlight in its capacity as the mutual client.

ARTICLE X — GOVERNING LAW AND DISPUTE RESOLUTION

Section 10.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would result in the application of the laws of another jurisdiction, to the extent applicable to the common interest doctrine, privilege protections, and the rights and obligations of the Parties hereunder. To the extent that Canadian privilege law governs any particular communication or material shared pursuant to this Agreement, including the solicitor-client privilege and the litigation privilege as recognized under Canadian law, the laws of the Province of Ontario shall apply to the determination of the privileged or protected status of such communication or material.

Section 10.2 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute concerning the scope, interpretation, or enforceability of this Agreement, shall first be resolved by good-faith consultation among the Parties and Torchlight Mining Corp. If the dispute cannot be resolved by such consultation within thirty (30) days of the date on which any Party first raises the dispute in writing, the dispute shall be submitted to binding arbitration in the City of New York, New York, administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator with experience in legal ethics and privilege matters, unless the Parties otherwise agree in writing to an alternative dispute resolution mechanism. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitration proceedings and all materials submitted in connection therewith shall be kept strictly confidential by all parties to the arbitration.

ARTICLE XI — MISCELLANEOUS PROVISIONS

Section 11.1 — Entire Agreement. This Agreement, together with the Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, arrangements, discussions, negotiations, and representations among the Parties with respect to the subject matter hereof. There are no warranties, representations, or other agreements among the Parties in connection with the subject matter hereof except as specifically set forth or referred to herein.

Section 11.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties. No oral modification or waiver of any provision of this Agreement shall be effective. Any amendment or modification shall be subject to the written consent of Torchlight Mining Corp.

Section 11.3 — Additional Parties. Additional counsel representing Torchlight Mining Corp. or its subsidiaries in connection with the Proceedings may be added to this Agreement by written joinder. Such joinder shall be effective only upon execution by the additional party, all existing Parties to this Agreement, and Torchlight Mining Corp. Potential additional parties that may be joined to this Agreement include, without limitation, Hargrove Whitfield LLP (Catherine Whitfield, Lead Partner), as BVI counsel for TGH, and Ndong & Keïta Cabinet Juridique (Maître Salif Ndong, Lead Partner), as Ganaran local counsel. Upon execution of a joinder, the joining party shall be bound by all terms and conditions of this Agreement as if it were an original signatory hereto, and shall be deemed a "Party" for all purposes hereunder.

Section 11.4 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes. Electronic and facsimile signatures shall be deemed original signatures for all purposes.

Section 11.5 — Notices. All notices, requests, consents, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally or internationally recognized overnight courier service, or (d) sent by electronic mail with confirmation of receipt, to the following addresses (or to such other addresses as a Party may designate by notice given in accordance with this Section):

If to Calderwood & Harkness LLP:

Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 United States of America

Attention: Conrad Ashby, Responsible Partner

Email: cashby@calderwoodharkness.com

If to Bartlett Keene & Ostrander LLP:

Bartlett Keene & Ostrander LLP 100 Wellington Street West, Suite 2600 Toronto, Ontario M5K 1J3 Canada

Attention: Richard Bartlett III, Lead Partner

Email: rbartlett@bkolaw.ca

If to Torchlight Mining Corp.:

Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4 Canada

Attention: Patricia Sung, General Counsel and Corporate Secretary

Email: psung@torchlightmining.com

Section 11.6 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, the invalidity, illegality, or unenforceability of such provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner, so that the transactions and arrangements contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 11.7 — Assignment. This Agreement may not be assigned, delegated, or transferred by either Party, in whole or in part, without the prior written consent of the other Party and Torchlight Mining Corp. Any purported assignment, delegation, or transfer in violation of this Section shall be null and void and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors (including any successor firm formed by merger, combination, or reorganization), and their permitted assigns.

Section 11.8 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and Torchlight Mining Corp. and is not intended to confer any rights, benefits, or causes of action upon any other person or entity. Nothing in this Agreement shall be construed to create any third-party beneficiary rights in favor of any person or entity that is not a signatory to this Agreement.

Section 11.9 — Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the Party granting the waiver.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed this Common Interest and Joint Defense Agreement as of the date first written above.

CALDERWOOD & HARKNESS LLP

By: ________

Name: Conrad Ashby

Title: Responsible Partner, White Collar & Investigations

Date: March 10, 2025

On behalf of its client, Torchlight Mining Corp.

BARTLETT KEENE & OSTRANDER LLP

By: ________

Name: Richard Bartlett III

Title: Lead Partner, Corporate & Securities

Date: March 10, 2025

On behalf of its client, Torchlight Mining Corp.

ACKNOWLEDGED AND CONSENTED TO BY:

TORCHLIGHT MINING CORP.

By: ________

Name: Patricia Sung

Title: General Counsel and Corporate Secretary

Date: March 10, 2025

EXHIBIT A

DESIGNATED REPRESENTATIVES

The following individuals are designated as Designated Representatives for purposes of Section 3.4 of the Common Interest and Joint Defense Agreement dated March 10, 2025:

Calderwood & Harkness LLP:

Bartlett Keene & Ostrander LLP:

Each Party may designate additional representatives by written notice to the other Party in accordance with Section 3.4 of the Agreement. This Exhibit A shall be updated from time to time to reflect any additions or changes to the list of Designated Representatives.

EXHIBIT B

DESCRIPTION OF PROCEEDINGS

The following is a description of the Proceedings covered by the Common Interest and Joint Defense Agreement dated March 10, 2025:

1. SEC Investigation

The United States Securities and Exchange Commission, Division of Enforcement, has commenced a formal order of investigation bearing File No. HO-14892, dated January 22, 2025, into potential violations of the Foreign Corrupt Practices Act of 1977, as amended, related to Torchlight Mining Corp.'s West African operations in the Republic of Ganara. A formal document subpoena was served on Torchlight Mining Corp. on February 3, 2025, requiring the production of documents and data relating to, among other things, Torchlight's payments, government relations activities, and operations in the Republic of Ganara, including but not limited to the activities of Torchlight Ganara Holdings Ltd. (TGH) and Torchlight Ganara Mining S.A. (TGM).

2. DOJ Inquiry

The United States Department of Justice, Fraud Section, Criminal Division, FCPA Unit, under Assistant Chief Margaret Calloway, has opened a preliminary inquiry concerning the same subject matter and has issued a voluntary document preservation request dated February 14, 2025, directed to Torchlight Mining Corp., requesting the preservation of documents and data relating to Torchlight's operations, payments, and government interactions in the Republic of Ganara.

3. Potential CFPOA Proceedings

Torchlight Mining Corp., as a Canadian corporation, faces potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34, as amended, Canada's anti-foreign-bribery statute, in connection with the same conduct that is the subject of the U.S. Proceedings. Potential CFPOA proceedings may include criminal investigation or prosecution by the Royal Canadian Mounted Police or other Canadian law enforcement authorities, as well as related regulatory proceedings by the Ontario Securities Commission or other Canadian securities regulators.

4. Related Internal Investigation

Calderwood & Harkness LLP (Matter No. 1039-00005) is conducting an internal investigation on behalf of Torchlight Mining Corp. and the Audit Committee of Torchlight's Board of Directors concerning potential violations of the FCPA and the CFPOA. The internal investigation concerns approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight Ganara Holdings Ltd. (TGH), a BVI-incorporated entity, and Torchlight Ganara Mining S.A. (TGM), the Ganaran operating entity, to government officials and intermediaries in the Republic of Ganara. Payments were channeled in substantial part through Crestfield Advisory Partners Ltd. ("Crestfield"), a Mauritius-incorporated consulting firm operated by Jean-Philippe Renard, pursuant to a Government Relations Advisory Agreement dated April 12, 2019, between TGH and Crestfield.

The suspected improper payments were made to or for the benefit of Ganaran government officials, including but not limited to the Honourable Boubacar Diallo, Amadou Traoré, Colonel Ibrahim Konaté, and others, in connection with mining permits and environmental approvals for:

(a) the Kousseri Copper-Cobalt Complex (Mining License No. KCC-2019-0047 and related permits); and

(b) the Dembélé Rare Earths Project (License Nos. DRE-2021-0092 and DRE-M-2023-0018).

Payments included consulting fees paid to Crestfield, direct cash disbursements, and payments routed through Meridian Commercial Bank (Account No. 7740-2281-0056) and Regency International Bank (Account No. GAN-4419-8837).

5. Related Proceedings

The term "Proceedings" also encompasses any related civil, criminal, regulatory, or administrative proceedings arising from the foregoing, including but not limited to: (a) any proceedings by, against, or involving Torchlight Mining Corp., TGH, TGM, or any other Torchlight subsidiary or affiliate; (b) any shareholder derivative actions, securities class actions, or other private litigation arising from or relating to the investigations; (c) any proceedings in the Republic of Ganara, the British Virgin Islands, Mauritius, or any other foreign jurisdiction; (d) any debarment or suspension proceedings; and (e) any proceedings relating to the remediation of Torchlight's anti-corruption compliance program.

This Exhibit B is intended to be a general description of the Proceedings and is not intended to be an exhaustive or limiting description. The term "Proceedings" as defined in the Agreement shall be construed broadly to encompass all matters arising from or relating to the subject matter described herein.

Name	Title / Role
Conrad Ashby	Responsible Partner, White Collar & Investigations
Victoria Chambers	Billing Partner, White Collar & Investigations
Steven Hollander	Lead Associate
Jasmine Thornton	Working Associate
Name	Title / Role
Richard Bartlett III	Lead Partner, Corporate & Securities

COMMON INTEREST AND JOINT DEFENSE AGREEMENT
Dated: March 10, 2025
This Common Interest and Joint Defense Agreement (this "Agreement") is entered into as of March 10, 2025, by and between Calderwood & Harkness LLP, on behalf of its client Torchlight Mining Corp., and Bartlett Keene & Ostrander LLP, on behalf of its client Torchlight Mining Corp.
RECITALS
WHEREAS:
A. Calderwood & Harkness LLP, a limited liability partnership organized under the laws of the State of New York, with its principal offices located at 825 Eighth Avenue, 42nd Floor, New York, New York 10019 ("C&H"), serves as principal outside counsel to Torchlight Mining Corp. ("Torchlight" or the "Company"), a Canadian corporation organized under the Canada Business Corporations Act, headquartered at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, with American Depositary Receipts listed on the New York Stock Exchange (ticker: TRCH) and common shares listed on the Toronto Stock Exchange (ticker: TMC). C&H's engagement was formalized by letter agreement dated March 5, 2025, under C&H Matter No. 1039-00005. The responsible partner for the engagement is Conrad Ashby; the billing partner is Victoria Chambers; the lead associate is Steven Hollander; and the working associate is Jasmine Thornton.
B. Bartlett Keene & Ostrander LLP, a limited liability partnership organized under the laws of the Province of Ontario, with its principal offices located at 100 Wellington Street West, Suite 2600, Toronto, Ontario M5K 1J3 ("BKO"), serves as Canadian counsel to Torchlight Mining Corp. The lead partner for BKO's engagement is Richard Bartlett III.
C. The primary client contact at Torchlight for both engagements is Patricia Sung, General Counsel and Corporate Secretary of Torchlight Mining Corp.
D. The United States Securities and Exchange Commission ("SEC"), Division of Enforcement, has commenced a formal order of investigation bearing File No. HO-14892, dated January 22, 2025, into potential violations of the Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), related to Torchlight's West African operations in the Republic of Ganara. On February 3, 2025, the SEC served a formal document subpoena on Torchlight in connection with said investigation, demanding the production of documents and data relating to, among other things, Torchlight's operations, payments, and government interactions in the Republic of Ganara.
E. The United States Department of Justice ("DOJ"), Fraud Section, Criminal Division, FCPA Unit, under Assistant Chief Margaret Calloway, has opened a preliminary inquiry concerning the same subject matter and issued a voluntary document preservation request dated February 14, 2025, directed to Torchlight Mining Corp.
F. The foregoing investigations concern approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight's subsidiary, Torchlight Ganara Holdings Ltd. ("TGH"), a company incorporated under the laws of the British Virgin Islands, and Torchlight Ganara Mining S.A. ("TGM"), the Ganaran operating entity, to government officials and intermediaries in the Republic of Ganara in connection with mining permits and environmental approvals for the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project. Payments were channeled in substantial part through Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated under the laws of Mauritius and operated by Jean-Philippe Renard.
G. Torchlight, as a Canadian corporation with securities listed on the Toronto Stock Exchange, faces potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34, as amended (the "CFPOA"), Canada's anti-foreign-bribery statute, in addition to FCPA liability in the United States. BKO has been retained to advise Torchlight on Canadian securities disclosure obligations arising from the investigations, including obligations under National Instrument 51-102 — Continuous Disclosure Obligations and related instruments, and on CFPOA exposure, including potential criminal and regulatory consequences under Canadian law.
H. The Parties share a common legal interest in defending Torchlight against the SEC and DOJ investigations (collectively, the "U.S. Proceedings") and in evaluating and mitigating potential CFPOA exposure (the "Canadian Proceedings," and together with the U.S. Proceedings, the "Proceedings"). Effective coordination between C&H and BKO requires the sharing of privileged and confidential materials, including attorney-client privileged communications, work product, and materials prepared in anticipation of litigation or government enforcement proceedings. The Parties desire to establish a framework to facilitate such sharing while preserving all applicable privileges and protections under U.S. federal and state law, Canadian federal and provincial law, and any other applicable law.
I. This Agreement has been authorized by Torchlight Mining Corp., through its General Counsel, Patricia Sung, and the Audit Committee of the Board of Directors of Torchlight Mining Corp., chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen. The Audit Committee approved the execution of this Agreement at a meeting held on March 7, 2025, at which a quorum was present and acting.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — "Common Interest Materials." The term "Common Interest Materials" shall mean all documents, communications, memoranda, reports, analyses, work product, forensic accounting materials, interview memoranda, chronologies, timelines, correspondence, presentations, drafts, notes, summaries, compilations, databases, data compilations, spreadsheets, financial analyses, and any other information or materials, in any form or medium (whether written, electronic, oral, or otherwise), shared between or among the Parties pursuant to this Agreement that are protected by the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, or any analogous privilege or protection under applicable law. The term "Common Interest Materials" includes, without limitation, materials prepared by or at the direction of counsel, including materials produced by agents, consultants, or vendors retained by counsel in connection with the Proceedings, specifically including materials produced by Pinnacle Forensic Advisory LLC, forensic accountants engaged by C&H under the direction of counsel for purposes of the internal investigation, and Marlowe Asset Management Digital Forensics Inc., the e-discovery vendor retained by C&H in connection with document collection, processing, review, and production related to the Proceedings.
Section 1.2 — "Parties." The term "Parties" shall mean Calderwood & Harkness LLP and Bartlett Keene & Ostrander LLP, each acting on behalf of their mutual client, Torchlight Mining Corp. References to a "Party" shall mean either one of the foregoing, as the context requires.
Section 1.3 — "Proceedings." The term "Proceedings" shall mean, collectively: (a) the U.S. Proceedings, consisting of the SEC formal investigation (File No. HO-14892) and the DOJ preliminary inquiry conducted by the Fraud Section, Criminal Division, FCPA Unit; (b) the Canadian Proceedings, consisting of potential proceedings under the CFPOA and related Canadian securities regulatory matters; and (c) any related civil, criminal, regulatory, or administrative proceedings arising from or in connection with the foregoing, including any proceedings by, against, or involving Torchlight's subsidiaries TGH and TGM, and any proceedings in the Republic of Ganara, the British Virgin Islands, Mauritius, or any other jurisdiction. The term "Proceedings" shall be construed broadly to encompass all matters arising from or relating to the subject matter of the investigations described in the Recitals.
Section 1.4 — "Producing Party." The term "Producing Party" shall mean the Party that discloses, provides, shares, or otherwise makes available Common Interest Materials to another Party pursuant to this Agreement.
Section 1.5 — "Receiving Party." The term "Receiving Party" shall mean the Party that receives Common Interest Materials from a Producing Party pursuant to this Agreement.
Section 1.6 — "Privileged Materials." The term "Privileged Materials" shall mean materials subject to the attorney-client privilege (as recognized under U.S. federal and state law), the solicitor-client privilege (as recognized under Canadian federal and provincial law), the legal professional privilege, or any analogous privilege under any applicable jurisdiction, including but not limited to confidential communications between counsel and client made for the purpose of seeking, obtaining, or providing legal advice.
Section 1.7 — "Work Product Materials." The term "Work Product Materials" shall mean materials protected by the work product doctrine (as recognized under U.S. federal law, including under Federal Rule of Civil Procedure 26(b)(3) and its federal common law equivalent in non-litigation enforcement proceedings, as established in Hickman v. Taylor, 329 U.S. 495 (1947), and its progeny), or by the litigation privilege (as recognized under Canadian federal and provincial law), or by any analogous protection under any applicable jurisdiction, including but not limited to materials prepared by or for a party or its representative in anticipation of litigation or in preparation for trial or government enforcement proceedings.
ARTICLE II — COMMON LEGAL INTEREST
Section 2.1 — Statement of Common Interest. The Parties acknowledge and agree that they share a common legal interest in:
(a) defending Torchlight and its subsidiaries, including TGH and TGM, against the Proceedings;
(b) conducting, coordinating, and completing the internal investigation into potential FCPA and CFPOA violations relating to Torchlight's West African operations in the Republic of Ganara, including the activities of Crestfield Advisory Partners Ltd. and the payments made in connection with the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project;
(c) evaluating potential voluntary self-disclosure to the DOJ, including analysis of the DOJ's Corporate Enforcement and Voluntary Self-Disclosure Policy (updated March 2023, as further revised) and any applicable SEC cooperation credit frameworks;
(d) responding to the SEC formal document subpoena dated February 3, 2025, and the DOJ voluntary document preservation request dated February 14, 2025, including the collection, review, and production of responsive documents and data;
(e) assessing and implementing remediation measures for Torchlight's anti-corruption compliance program, including enhancements to policies, procedures, controls, and training relating to the use of third-party intermediaries, government interactions, and payments in connection with permit and licensing applications;
(f) evaluating Torchlight's disclosure obligations under U.S. securities laws and Canadian securities laws arising from the Proceedings;
(g) assessing potential civil, criminal, regulatory, and administrative exposure of Torchlight and its subsidiaries; and
(h) protecting the legal interests of Torchlight in all related matters, including the preservation of applicable privileges and protections.
Section 2.2 — No Joint Representation. Each firm represents Torchlight Mining Corp. in its respective capacity and within its respective scope of engagement. C&H serves as principal U.S. counsel for the FCPA investigation, including the SEC and DOJ matters and the related internal investigation. BKO serves as Canadian counsel on CFPOA matters, Canadian securities disclosure obligations, and related Canadian regulatory issues. This Agreement does not create, and shall not be construed to create, a joint representation, co-counsel relationship, or any form of shared professional responsibility between C&H and BKO. Each firm retains full and independent professional judgment in the exercise of its respective engagement, and each firm's obligations to Torchlight are governed by its own engagement letter and the professional rules applicable to it. Nothing in this Agreement shall be construed to expand or alter either firm's scope of engagement or professional responsibilities.
Section 2.3 — Coordination with Other Counsel. The Parties acknowledge that Torchlight has also retained the following additional counsel in connection with matters related to the Proceedings:
(a) Hargrove Whitfield LLP (Catherine Whitfield, Lead Partner), as British Virgin Islands counsel for TGH corporate matters; and
(b) Ndong & Keïta Cabinet Juridique (Maître Salif Ndong, Lead Partner), as Ganaran local counsel.
These firms are not parties to this Agreement as of the date hereof but may be added to this Agreement by written amendment in accordance with Section 11.3, with the prior written consent of all Parties and Torchlight Mining Corp. Until such time as any additional counsel executes a joinder to this Agreement, Common Interest Materials shall not be shared with such additional counsel under the terms of this Agreement, although the Parties acknowledge that separate arrangements may be made for the sharing of information with such counsel on terms to be determined and approved by Torchlight.
ARTICLE III — SHARING OF COMMON INTEREST MATERIALS
Section 3.1 — Authorization to Share. Each Party is hereby authorized to share Common Interest Materials with the other Party in furtherance of the common legal interest described in Article II of this Agreement. Such sharing shall be undertaken in good faith and in a manner consistent with the preservation of all applicable privileges and protections. Sharing may occur through written, electronic, or oral communications, and all such communications shall be subject to the terms and protections of this Agreement. The authorization granted in this Section 3.1 extends to the sharing of materials by and among the Designated Representatives identified in Section 3.4 and Exhibit A hereto.
Section 3.2 — Scope of Materials. Categories of Common Interest Materials that may be shared between the Parties pursuant to this Agreement include, without limitation:
(a) Internal investigation memoranda, including witness interview memoranda prepared by counsel or at the direction of counsel, including but not limited to memoranda reflecting interviews of Nadia Berenson (Controller, TGH), Diane Fournier (former Director of Government Relations, TGM), Patricia Sung (General Counsel and Corporate Secretary, Torchlight), Thomas Achebe (Chief Financial Officer, Torchlight), Kwame Mensah (former Finance Manager, TGM), and such other current or former employees, officers, directors, agents, or consultants of Torchlight and its subsidiaries as may be interviewed in connection with the internal investigation;
(b) Forensic accounting analyses, reports, workpapers, and related materials prepared by Pinnacle Forensic Advisory LLC (Dr. Leonard Strauss, Engagement Partner) at the direction of counsel, concerning TGH and TGM financial records, Crestfield invoices and payment records, wire transfers routed through Meridian Commercial Bank (Account No. 7740-2281-0056) and Regency International Bank (Account No. GAN-4419-8837), cash disbursements, expense reimbursements, and other financial transactions relevant to the Proceedings;
(c) Legal memoranda, research, and analyses addressing the FCPA anti-bribery provisions (15 U.S.C. § 78dd-1 et seq.), books-and-records provisions (Section 13(b)(2)(A) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(b)(2)(A)), internal-controls provisions (Section 13(b)(2)(B) of the Securities Exchange Act of 1934, 15 U.S.C. § 78m(b)(2)(B)), and CFPOA provisions (S.C. 1998, c. 34, as amended), as well as analyses under the laws of any other applicable jurisdiction;
(d) Analyses of the Government Relations Advisory Agreement dated April 12, 2019, between TGH and Crestfield Advisory Partners Ltd., including analyses of the terms, scope of services, fee structure, payment history, due diligence performed at the time of engagement, and ongoing monitoring of Crestfield's activities;
(e) Red flag analyses, risk assessments, and compliance program assessments relating to Torchlight's anti-corruption compliance framework, including assessments of the adequacy of due diligence procedures for third-party intermediaries, gift and hospitality policies, payment authorization protocols, and internal reporting mechanisms;
(f) Voluntary self-disclosure analyses and strategy memoranda, including analyses of the potential benefits, risks, and procedural requirements of voluntary self-disclosure to the DOJ and cooperation with the SEC, as well as analyses of the potential timing, scope, and form of any such disclosure;
(g) Government exposure estimates and calculations, including analyses of potential monetary penalties, disgorgement, and other remedies, with the current estimated total government exposure range assessed at $14.19 million to $19.63 million, subject to revision as the internal investigation progresses;
(h) E-discovery materials processed by Marlowe Asset Management Digital Forensics Inc. (Rachel Hartley, Engagement Lead), including data collected from twenty-three (23) custodians encompassing approximately 1.625 terabytes of data, as well as search protocols, technology-assisted review models, review protocols, privilege review protocols, and quality control analyses;
(i) Privilege logs, document production correspondence, and related materials prepared in connection with responses to the SEC document subpoena, the DOJ voluntary preservation request, or any other government request or legal process;
(j) Remediation recommendations and compliance enhancement plans, including proposed revisions to Torchlight's Code of Business Conduct and Ethics, Anti-Corruption Compliance Policy, Third-Party Due Diligence Procedures, and related compliance infrastructure;
(k) Correspondence with and submissions to the SEC, DOJ, and any other government authority in connection with the Proceedings, including written proffer materials, white papers, position statements, and any other written or oral communications with government representatives;
(l) Analysis of potential consequences for current and former Torchlight personnel, including but not limited to analyses concerning Marcus Delacroix, former Vice President, Africa Operations, who resigned from Torchlight on November 15, 2024, and who is now represented by Whitmore & Sharpe LLP (Helen Whitmore, Lead Partner), and Raymond Osei-Bonsu, former Country Manager, TGM, who was terminated by Torchlight on January 8, 2025, and who is now represented by Okoro Law Chambers (Barrister Emeka Okoro), including analyses of potential individual liability, cooperation considerations, and implications for the Company's investigation and defense strategy; and
(m) Such other materials as the Parties may agree to share from time to time in furtherance of the common legal interest described in Article II.
Section 3.3 — Form of Sharing. Common Interest Materials may be shared in hard copy, electronically (including via secure file-sharing platforms, encrypted email, or other secure electronic transmission methods), or orally during meetings, telephone conferences, or video conferences. Oral communications between the Parties made in furtherance of the common legal interest are covered by this Agreement and shall be afforded the same protections as written Common Interest Materials. The Parties shall use commercially reasonable efforts to employ secure methods of communication when sharing Common Interest Materials, and shall take reasonable precautions to prevent the inadvertent disclosure of such materials to unauthorized persons.
Section 3.4 — Designated Representatives. Common Interest Materials shall be shared only with the following Designated Representatives, or such additional representatives as may be designated in writing by either Party in accordance with this Section:
(a) C&H Designated Representatives: Conrad Ashby (Responsible Partner), Victoria Chambers (Billing Partner), Steven Hollander (Lead Associate), Jasmine Thornton (Working Associate), and such other attorneys or professional staff of C&H as C&H may designate in writing from time to time by notice to BKO.
(b) BKO Designated Representatives: Richard Bartlett III (Lead Partner), and such other attorneys or professional staff of BKO as BKO may designate in writing from time to time by notice to C&H.
A current list of Designated Representatives is attached hereto as Exhibit A and is incorporated herein by reference. Each Party may update its list of Designated Representatives at any time by providing written notice to the other Party, and shall promptly update Exhibit A accordingly. Materials shall only be shared with Designated Representatives unless otherwise agreed in writing by the Parties, and each Party shall ensure that all of its Designated Representatives are informed of the existence and terms of this Agreement and agree to be bound by its terms.
ARTICLE IV — PRESERVATION OF PRIVILEGE AND PROTECTIONS
Section 4.1 — No Waiver. The sharing of Common Interest Materials pursuant to this Agreement shall not constitute a waiver of the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, or any other applicable privilege, immunity, or protection, whether under U.S. federal law, any U.S. state law, Canadian federal or provincial law, or the law of any other applicable jurisdiction. The Parties intend that all Common Interest Materials shared under this Agreement remain fully privileged and protected to the same extent as if they had not been shared between the Parties. The Parties enter into this Agreement in reliance upon the common interest doctrine (also known as the joint defense privilege or community of interest doctrine) as recognized under U.S. federal law, including United States v. Schwimmer, 892 F.2d 237 (2d Cir. 1989), In re Bevill, Bresler & Schulman Asset Mgmt. Corp., 805 F.2d 120 (3d Cir. 1986), and their progeny, and as recognized under applicable U.S. state law, Canadian federal and provincial law, and any other applicable law. The sharing of materials under this Agreement is made solely to facilitate the provision of legal advice and representation to their mutual client, Torchlight Mining Corp., and is not intended to, and shall not, effect any waiver of any privilege or protection that would otherwise attach to such materials.
Section 4.2 — Ownership of Privilege. The attorney-client privilege and solicitor-client privilege with respect to all Common Interest Materials belong exclusively to Torchlight Mining Corp. as the holder of such privileges. The privilege may be waived only by Torchlight, through its duly authorized representatives, including Patricia Sung, General Counsel and Corporate Secretary, or the Audit Committee of the Board of Directors (Dr. Eleanor Fiske, Chair; Warren Ogilvy, Member; Marguerite Chen, Member), and not by either Party unilaterally. Neither C&H nor BKO shall waive or purport to waive any privilege on behalf of Torchlight without the express prior written authorization of Torchlight's authorized representatives. Each Party acknowledges and agrees that the privilege belongs to the client and that neither Party has the authority to waive such privilege on its own initiative.
Section 4.3 — Work Product Protections. Work Product Materials shall be maintained and protected in accordance with the work product doctrine under U.S. law (Federal Rule of Civil Procedure 26(b)(3) and its federal common law equivalent in enforcement proceedings, as established in Hickman v. Taylor, 329 U.S. 495 (1947), and its progeny) and the litigation privilege under Canadian law, as well as any analogous protections under the law of any other applicable jurisdiction. The disclosure of Work Product Materials pursuant to this Agreement does not waive work product protections as against any third party, including but not limited to the SEC, the DOJ, any Canadian governmental authority, any court, or any other person or entity. The Parties intend that the sharing of Work Product Materials under the common interest doctrine shall preserve all work product protections in full. To the extent that any Work Product Materials contain opinion work product reflecting the mental impressions, conclusions, opinions, or legal theories of counsel, such materials shall be afforded the heightened protection applicable to opinion work product under applicable law.
Section 4.4 — Third-Party Disclosure Restrictions. No Party shall disclose, produce, or otherwise make available any Common Interest Materials to any third party without the prior written consent of the Producing Party and of Torchlight Mining Corp. For purposes of this Section, "third parties" include, without limitation:
(a) any government agency, including the SEC, the DOJ, the Royal Canadian Mounted Police, the Ontario Securities Commission, and any other federal, state, provincial, or foreign governmental or regulatory authority;
(b) external auditors, including Clarendon Group LLP (Alain Beaumont, Engagement Partner);
(c) directors' and officers' liability insurers, including Dalton & Mercer Inc. (Robert Dalton Jr.), under Policy No. DM-0092-FCPA-2024, or any other insurer;
(d) shareholders, including institutional shareholders such as Kingsley Institutional Partners LP (Annette Kingsley, Managing Partner), and any other shareholder, beneficial owner, or investor in Torchlight;
(e) media organizations, journalists, analysts, or other members of the press;
(f) counsel for current or former employees of Torchlight or its subsidiaries, including Whitmore & Sharpe LLP (representing Marcus Delacroix) and Okoro Law Chambers (representing Raymond Osei-Bonsu); and
(g) any other persons or entities not party to this Agreement.
Notwithstanding the foregoing, the Parties may disclose Common Interest Materials to Torchlight's in-house personnel on a need-to-know basis as directed by Patricia Sung, General Counsel and Corporate Secretary, provided that such personnel are informed of the privileged and confidential nature of such materials and the restrictions on further disclosure. Nothing in this Section 4.4 shall prevent either Party from making disclosures to Torchlight itself, as the mutual client, in the ordinary course of the attorney-client relationship.
ARTICLE V — CONFIDENTIALITY OBLIGATIONS
Section 5.1 — Confidential Treatment. All Common Interest Materials shall be treated as strictly confidential by each Party receiving such materials. Each Receiving Party shall use the same degree of care to protect the confidentiality of Common Interest Materials as it uses to protect its own most confidential and sensitive information, including client files and privileged work product, and in no event less than reasonable care. Each Party shall implement appropriate administrative, physical, and technical safeguards to prevent the unauthorized access, use, disclosure, or destruction of Common Interest Materials, including but not limited to access controls, encryption, secure storage, and appropriate training of personnel with access to such materials.
Section 5.2 — Use Limitation. Common Interest Materials may be used solely for the purpose of providing legal advice and representation to Torchlight Mining Corp. in connection with the Proceedings, as defined in this Agreement. No other use is permitted, including but not limited to use in connection with any matter adverse to Torchlight, any other client engagement, any academic or research purpose, or any business development activity. Each Party acknowledges and agrees that the Common Interest Materials constitute confidential client information and that the use restrictions set forth in this Section are essential to the protection of Torchlight's legal interests and the preservation of applicable privileges.
Section 5.3 — Need-to-Know Basis. Access to Common Interest Materials within each firm shall be limited to attorneys, paralegals, legal assistants, and professional staff who are directly involved in the representation of Torchlight Mining Corp. in connection with the Proceedings. Each Party shall maintain appropriate internal controls to ensure that access to Common Interest Materials is restricted to those individuals who have a genuine need to access such materials in connection with their work on the Proceedings. Each Party shall be responsible for ensuring that all individuals within its firm who have access to Common Interest Materials are aware of and comply with the confidentiality obligations and use restrictions set forth in this Agreement.
Section 5.4 — Marking. To the extent practicable, Common Interest Materials shared in written or electronic form should bear the following legend or a substantially similar legend:
"PRIVILEGED AND CONFIDENTIAL — COMMON INTEREST MATERIALS — SUBJECT TO COMMON INTEREST AND JOINT DEFENSE AGREEMENT"
The absence of such marking on any particular document or communication shall not affect its status as Common Interest Materials or the protections afforded to it under this Agreement, provided that the document or communication otherwise falls within the definition of Common Interest Materials set forth in Section 1.1. Each Party shall use reasonable efforts to apply the foregoing marking consistently to all Common Interest Materials shared under this Agreement.
ARTICLE VI — COMPELLED DISCLOSURE
Section 6.1 — Notice of Compulsion. If any Party receives a subpoena, court order, regulatory demand, governmental request, or other compulsory process requiring or purporting to require the disclosure of Common Interest Materials (a "Compelled Disclosure Request"), such Party shall:
(a) promptly, and in no event more than three (3) business days after receipt of the Compelled Disclosure Request, notify the other Party and Torchlight Mining Corp. in writing of the Compelled Disclosure Request, including providing a copy of the subpoena, court order, or other process;
(b) assert all applicable privileges and protections, including the attorney-client privilege, the solicitor-client privilege, the work product doctrine, the litigation privilege, and the protections of this Agreement, in response to the Compelled Disclosure Request;
(c) cooperate with the other Party and with Torchlight in seeking a protective order, motion to quash, or other appropriate relief to prevent or limit the compelled disclosure of Common Interest Materials; and
(d) not produce, disclose, or otherwise make available any Common Interest Materials in response to the Compelled Disclosure Request until the other Party and Torchlight have had a reasonable opportunity (not less than ten (10) business days from the date of notice, unless a shorter period is required by order of a court or tribunal of competent jurisdiction) to seek judicial or other relief to prevent such disclosure.
Section 6.2 — Costs of Resisting Compelled Disclosure. Each Party shall bear its own costs and expenses, including attorneys' fees, in connection with resisting compelled disclosure of Common Interest Materials, unless the Parties and Torchlight otherwise agree in writing. Nothing in this Section shall preclude the Parties from agreeing on an alternative allocation of costs, or from seeking reimbursement of costs from any applicable insurance policy or indemnification arrangement.
ARTICLE VII — WITHDRAWAL AND TERMINATION
Section 7.1 — Withdrawal. Either Party may withdraw from this Agreement upon thirty (30) days' prior written notice to the other Party and to Torchlight Mining Corp. (Attention: Patricia Sung, General Counsel and Corporate Secretary, 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4). A Party's withdrawal from this Agreement shall not affect the rights and obligations of the remaining Party or of Torchlight with respect to Common Interest Materials previously shared under this Agreement, which shall continue to be governed by the terms of this Agreement, including the confidentiality obligations and privilege protections set forth herein.
Section 7.2 — Termination. This Agreement shall terminate upon the earliest of:
(a) the mutual written agreement of all Parties;
(b) the final resolution of all Proceedings, including the exhaustion of all appeals, the expiration of all applicable statutes of limitation, and the formal closure of all investigations by the relevant governmental authorities; or
(c) written direction from Torchlight Mining Corp. (through its General Counsel, Patricia Sung, or the Audit Committee of the Board of Directors) to terminate this Agreement.
Section 7.3 — Survival of Obligations. Upon withdrawal by any Party or termination of this Agreement:
(a) All confidentiality obligations set forth in Article V and all privilege protections set forth in Article IV shall survive in perpetuity. The termination or expiration of this Agreement shall not affect the privileged or protected status of any Common Interest Materials shared pursuant to this Agreement, and all such materials shall continue to be protected to the fullest extent permitted by applicable law.
(b) The Receiving Party shall, at the Producing Party's written election, either (i) promptly return all copies (including electronic copies) of Common Interest Materials received from the Producing Party, or (ii) destroy all such copies and provide written certification of destruction executed by a partner or authorized representative of the Receiving Party, in either case within thirty (30) days of receipt of the Producing Party's written election. Notwithstanding the foregoing, a Receiving Party may retain copies of Common Interest Materials to the extent required by applicable law, regulation, professional rules of conduct, or the Receiving Party's firm record-retention policies, provided that such retained materials remain subject to all confidentiality obligations and privilege protections of this Agreement.
(c) No Party may use Common Interest Materials received from another Party for any purpose adverse to any other Party or to Torchlight Mining Corp., either during the term of this Agreement or following its termination. This prohibition shall survive termination of this Agreement and shall remain in effect in perpetuity.
ARTICLE VIII — CONFLICT OF INTEREST
Section 8.1 — No Current Conflict. Each Party represents and warrants that, as of the date of this Agreement, it is not aware of any conflict of interest, actual or potential, that would prevent it from participating in this Agreement, sharing Common Interest Materials hereunder, or representing Torchlight Mining Corp. in connection with the Proceedings. Each Party further represents that it has conducted an appropriate conflicts check in accordance with its internal procedures and the professional rules applicable to it prior to executing this Agreement.
Section 8.2 — Duty to Notify. Each Party shall promptly notify the other Party and Torchlight Mining Corp. in writing if it becomes aware of any actual or potential conflict of interest that may affect the common legal interest described in Article II, the sharing of Common Interest Materials under this Agreement, or the ability of either Party to continue its representation of Torchlight in connection with the Proceedings. Upon the identification of any such conflict, the Parties and Torchlight shall consult in good faith to determine the appropriate course of action, which may include modification or termination of this Agreement, implementation of information barriers or ethical screens, or such other measures as may be appropriate under the circumstances and consistent with the professional rules applicable to each Party.
ARTICLE IX — NO AGENCY; INDEPENDENT JUDGMENT
Section 9.1 — No Agency. This Agreement does not create an agency, partnership, joint venture, or any other fiduciary or legal relationship between the Parties, other than the common interest relationship expressly described herein. Neither Party has the authority to bind the other Party, to act on the other Party's behalf, to make representations or commitments on the other Party's behalf, or to incur obligations on the other Party's behalf, except as expressly provided in this Agreement. Each Party shall be solely responsible for its own acts and omissions in connection with its representation of Torchlight.
Section 9.2 — Independent Professional Judgment. Each Party shall exercise independent professional judgment in the representation of Torchlight Mining Corp. within its respective scope of engagement, in accordance with the applicable rules of professional conduct and ethical obligations governing its practice. Nothing in this Agreement shall be construed to limit, impair, override, or otherwise affect the independent professional obligations of either Party to its client, including the duty of competence, the duty of loyalty, the duty of confidentiality, and the duty to exercise independent professional judgment. In the event that the independent professional judgment of one Party conflicts with the views or recommendations of the other Party, each Party shall be free to advise Torchlight in accordance with its own professional assessment, and any such disagreement shall be resolved by Torchlight in its capacity as the mutual client.
ARTICLE X — GOVERNING LAW AND DISPUTE RESOLUTION
Section 10.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict-of-laws principles that would result in the application of the laws of another jurisdiction, to the extent applicable to the common interest doctrine, privilege protections, and the rights and obligations of the Parties hereunder. To the extent that Canadian privilege law governs any particular communication or material shared pursuant to this Agreement, including the solicitor-client privilege and the litigation privilege as recognized under Canadian law, the laws of the Province of Ontario shall apply to the determination of the privileged or protected status of such communication or material.
Section 10.2 — Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including any dispute concerning the scope, interpretation, or enforceability of this Agreement, shall first be resolved by good-faith consultation among the Parties and Torchlight Mining Corp. If the dispute cannot be resolved by such consultation within thirty (30) days of the date on which any Party first raises the dispute in writing, the dispute shall be submitted to binding arbitration in the City of New York, New York, administered by JAMS under the JAMS Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator with experience in legal ethics and privilege matters, unless the Parties otherwise agree in writing to an alternative dispute resolution mechanism. The arbitrator's award shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. The arbitration proceedings and all materials submitted in connection therewith shall be kept strictly confidential by all parties to the arbitration.
ARTICLE XI — MISCELLANEOUS PROVISIONS
Section 11.1 — Entire Agreement. This Agreement, together with the Exhibits attached hereto and incorporated herein by reference, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral or written agreements, understandings, arrangements, discussions, negotiations, and representations among the Parties with respect to the subject matter hereof. There are no warranties, representations, or other agreements among the Parties in connection with the subject matter hereof except as specifically set forth or referred to herein.
Section 11.2 — Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by all Parties. No oral modification or waiver of any provision of this Agreement shall be effective. Any amendment or modification shall be subject to the written consent of Torchlight Mining Corp.
Section 11.3 — Additional Parties. Additional counsel representing Torchlight Mining Corp. or its subsidiaries in connection with the Proceedings may be added to this Agreement by written joinder. Such joinder shall be effective only upon execution by the additional party, all existing Parties to this Agreement, and Torchlight Mining Corp. Potential additional parties that may be joined to this Agreement include, without limitation, Hargrove Whitfield LLP (Catherine Whitfield, Lead Partner), as BVI counsel for TGH, and Ndong & Keïta Cabinet Juridique (Maître Salif Ndong, Lead Partner), as Ganaran local counsel. Upon execution of a joinder, the joining party shall be bound by all terms and conditions of this Agreement as if it were an original signatory hereto, and shall be deemed a "Party" for all purposes hereunder.
Section 11.4 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, by electronic mail in portable document format (.pdf), or by any other electronic transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and to be valid and effective for all purposes. Electronic and facsimile signatures shall be deemed original signatures for all purposes.
Section 11.5 — Notices. All notices, requests, consents, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by a nationally or internationally recognized overnight courier service, or (d) sent by electronic mail with confirmation of receipt, to the following addresses (or to such other addresses as a Party may designate by notice given in accordance with this Section):
If to Calderwood & Harkness LLP:
Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 United States of America
Attention: Conrad Ashby, Responsible Partner
Email: cashby@calderwoodharkness.com
If to Bartlett Keene & Ostrander LLP:
Bartlett Keene & Ostrander LLP 100 Wellington Street West, Suite 2600 Toronto, Ontario M5K 1J3 Canada
Attention: Richard Bartlett III, Lead Partner
Email: rbartlett@bkolaw.ca
If to Torchlight Mining Corp.:
Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4 Canada
Attention: Patricia Sung, General Counsel and Corporate Secretary
Email: psung@torchlightmining.com
Section 11.6 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitral tribunal, the invalidity, illegality, or unenforceability of such provision shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect. In the event that any provision is so held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner, so that the transactions and arrangements contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 11.7 — Assignment. This Agreement may not be assigned, delegated, or transferred by either Party, in whole or in part, without the prior written consent of the other Party and Torchlight Mining Corp. Any purported assignment, delegation, or transfer in violation of this Section shall be null and void and of no force or effect. This Agreement shall be binding upon and inure to the benefit of the Parties, their successors (including any successor firm formed by merger, combination, or reorganization), and their permitted assigns.
Section 11.8 — No Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties and Torchlight Mining Corp. and is not intended to confer any rights, benefits, or causes of action upon any other person or entity. Nothing in this Agreement shall be construed to create any third-party beneficiary rights in favor of any person or entity that is not a signatory to this Agreement.
Section 11.9 — Waiver. No failure or delay by any Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy. No single or partial exercise of any right, power, or remedy shall preclude any other or further exercise thereof, or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by the Party granting the waiver.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Common Interest and Joint Defense Agreement as of the date first written above.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Conrad Ashby
Title: Responsible Partner, White Collar & Investigations
Date: March 10, 2025
On behalf of its client, Torchlight Mining Corp.
BARTLETT KEENE & OSTRANDER LLP
By: ________
Name: Richard Bartlett III
Title: Lead Partner, Corporate & Securities
Date: March 10, 2025
On behalf of its client, Torchlight Mining Corp.
ACKNOWLEDGED AND CONSENTED TO BY:
TORCHLIGHT MINING CORP.
By: ________
Name: Patricia Sung
Title: General Counsel and Corporate Secretary
Date: March 10, 2025
EXHIBIT A
DESIGNATED REPRESENTATIVES
The following individuals are designated as Designated Representatives for purposes of Section 3.4 of the Common Interest and Joint Defense Agreement dated March 10, 2025:
Calderwood & Harkness LLP:
Bartlett Keene & Ostrander LLP:
Each Party may designate additional representatives by written notice to the other Party in accordance with Section 3.4 of the Agreement. This Exhibit A shall be updated from time to time to reflect any additions or changes to the list of Designated Representatives.
EXHIBIT B
DESCRIPTION OF PROCEEDINGS
The following is a description of the Proceedings covered by the Common Interest and Joint Defense Agreement dated March 10, 2025:
1. SEC Investigation
The United States Securities and Exchange Commission, Division of Enforcement, has commenced a formal order of investigation bearing File No. HO-14892, dated January 22, 2025, into potential violations of the Foreign Corrupt Practices Act of 1977, as amended, related to Torchlight Mining Corp.'s West African operations in the Republic of Ganara. A formal document subpoena was served on Torchlight Mining Corp. on February 3, 2025, requiring the production of documents and data relating to, among other things, Torchlight's payments, government relations activities, and operations in the Republic of Ganara, including but not limited to the activities of Torchlight Ganara Holdings Ltd. (TGH) and Torchlight Ganara Mining S.A. (TGM).
2. DOJ Inquiry
The United States Department of Justice, Fraud Section, Criminal Division, FCPA Unit, under Assistant Chief Margaret Calloway, has opened a preliminary inquiry concerning the same subject matter and has issued a voluntary document preservation request dated February 14, 2025, directed to Torchlight Mining Corp., requesting the preservation of documents and data relating to Torchlight's operations, payments, and government interactions in the Republic of Ganara.
3. Potential CFPOA Proceedings
Torchlight Mining Corp., as a Canadian corporation, faces potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34, as amended, Canada's anti-foreign-bribery statute, in connection with the same conduct that is the subject of the U.S. Proceedings. Potential CFPOA proceedings may include criminal investigation or prosecution by the Royal Canadian Mounted Police or other Canadian law enforcement authorities, as well as related regulatory proceedings by the Ontario Securities Commission or other Canadian securities regulators.
4. Related Internal Investigation
Calderwood & Harkness LLP (Matter No. 1039-00005) is conducting an internal investigation on behalf of Torchlight Mining Corp. and the Audit Committee of Torchlight's Board of Directors concerning potential violations of the FCPA and the CFPOA. The internal investigation concerns approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight Ganara Holdings Ltd. (TGH), a BVI-incorporated entity, and Torchlight Ganara Mining S.A. (TGM), the Ganaran operating entity, to government officials and intermediaries in the Republic of Ganara. Payments were channeled in substantial part through Crestfield Advisory Partners Ltd. ("Crestfield"), a Mauritius-incorporated consulting firm operated by Jean-Philippe Renard, pursuant to a Government Relations Advisory Agreement dated April 12, 2019, between TGH and Crestfield.
The suspected improper payments were made to or for the benefit of Ganaran government officials, including but not limited to the Honourable Boubacar Diallo, Amadou Traoré, Colonel Ibrahim Konaté, and others, in connection with mining permits and environmental approvals for:
(a) the Kousseri Copper-Cobalt Complex (Mining License No. KCC-2019-0047 and related permits); and
(b) the Dembélé Rare Earths Project (License Nos. DRE-2021-0092 and DRE-M-2023-0018).
Payments included consulting fees paid to Crestfield, direct cash disbursements, and payments routed through Meridian Commercial Bank (Account No. 7740-2281-0056) and Regency International Bank (Account No. GAN-4419-8837).
5. Related Proceedings
The term "Proceedings" also encompasses any related civil, criminal, regulatory, or administrative proceedings arising from the foregoing, including but not limited to: (a) any proceedings by, against, or involving Torchlight Mining Corp., TGH, TGM, or any other Torchlight subsidiary or affiliate; (b) any shareholder derivative actions, securities class actions, or other private litigation arising from or relating to the investigations; (c) any proceedings in the Republic of Ganara, the British Virgin Islands, Mauritius, or any other foreign jurisdiction; (d) any debarment or suspension proceedings; and (e) any proceedings relating to the remediation of Torchlight's anti-corruption compliance program.
This Exhibit B is intended to be a general description of the Proceedings and is not intended to be an exhaustive or limiting description. The term "Proceedings" as defined in the Agreement shall be construed broadly to encompass all matters arising from or relating to the subject matter described herein.
Name | Title / Role
Conrad Ashby | Responsible Partner, White Collar & Investigations
Victoria Chambers | Billing Partner, White Collar & Investigations
Steven Hollander | Lead Associate
Jasmine Thornton | Working Associate
Name | Title / Role
Richard Bartlett III | Lead Partner, Corporate & Securities

COMMON INTEREST AND JOINT DEFENSE AGREEMENT

RECITALS

WHEREAS:

CALDERWOOD & HARKNESS LLP

BARTLETT KEENE & OSTRANDER LLP

ACKNOWLEDGED AND CONSENTED TO BY:

TORCHLIGHT MINING CORP.

EXHIBIT A

DESIGNATED REPRESENTATIVES

EXHIBIT B

DESCRIPTION OF PROCEEDINGS

Record

Parties

Dates

Amounts