1039-00005 · Torchlight Mining Corp · Engagement

engagement-letter-torchlight.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

825 Eighth Avenue, 42nd Floor New York, New York 10019 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

March 5, 2025

VIA EMAIL AND OVERNIGHT COURIER — PRIVILEGED AND CONFIDENTIAL / ATTORNEY-CLIENT PRIVILEGED

Patricia Sung, Esq. General Counsel & Corporate Secretary Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4 Canada

Dear Ms. Sung:

1. Purpose of Engagement and Identification of Client

Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Torchlight Mining Corp. ("Torchlight" or the "Company"), a corporation organized under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), with American Depositary Receipts ("ADRs") listed on the New York Stock Exchange (ticker: TRCH) and common shares listed on the Toronto Stock Exchange (ticker: TMC). This engagement letter (the "Engagement Letter") is intended to formalize the terms and conditions of the Firm's representation of the Company, effective as of March 5, 2025. This matter has been assigned Calderwood & Harkness internal matter number 1039-00005, which should be referenced in all correspondence related to this engagement.

For the avoidance of doubt, the client in this engagement is Torchlight Mining Corp. and not any individual officer, director, employee, agent, or representative of Torchlight, whether in their corporate or personal capacity. The Firm does not represent, and this engagement does not create an attorney-client relationship with, any individual person, including without limitation any member of Torchlight's Board of Directors, any executive officer, or any employee of the Company or its subsidiaries. This distinction applies regardless of whether any such individual communicates with the Firm, participates in interviews conducted by the Firm, or otherwise cooperates in the investigation described herein.

Similarly, while the investigation will necessarily encompass the activities and operations of certain of Torchlight's subsidiaries, including Torchlight Ganara Holdings Ltd. ("TGH"), a British Virgin Islands corporation, and Torchlight Ganara Mining S.A. ("TGM"), a corporation organized under the laws of the Republic of Ganara, neither TGH nor TGM is a client of the Firm in connection with this engagement. The Firm's duties of loyalty, confidentiality, and zealous representation run to Torchlight Mining Corp. exclusively.

2. Scope of Engagement

2.1 Internal Investigation

Calderwood & Harkness is retained to conduct an independent internal investigation (the "Investigation") into potential violations of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), and related anti-corruption, anti-bribery, and anti-fraud laws, arising from approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight's West African subsidiary operations in the Republic of Ganara ("Ganara" or the "Republic of Ganara").

The Investigation encompasses three principal categories of suspected payments:

(a) Consulting Payments through Crestfield Advisory Partners Ltd. — Payments routed through Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated in the Republic of Mauritius, totaling approximately $3,210,000 over the period 2019–2024. These payments were made pursuant to purported consulting agreements between TGM and Crestfield, the bona fide nature and business justification of which are subject to investigation.

(b) Cash Disbursements — Approximately $890,000 in cash disbursements from TGM's local bank accounts maintained at Banque Commerciale de Ganara (Account Nos. BCG-2019-4471 and BCG-2021-7283), including payments characterized in TGM's books and records as "facilitation payments," "community development contributions," and "security coordination expenses."

(c) In-Kind Benefits — Approximately $630,000 in in-kind benefits provided from TGM's local accounts and operational resources, including vehicle purchases, travel expenses, educational sponsorships, and other items of value provided to, or for the benefit of, Ganaran government officials and their family members.

The Investigation will focus on the circumstances surrounding the issuance of five mining permits and environmental approvals, including without limitation:

(i) Kousseri Copper-Cobalt Complex Mining License (Permit No. KCC-2019-0047), issued by the Ganaran Ministry of Mines and Geological Resources on or about June 14, 2019;

(ii) Kousseri Environmental Impact Approval (Permit No. ENV-KCC-2020-113), issued by the Ganaran National Environmental Protection Agency on or about March 22, 2020;

(iii) Dembélé Rare Earths Exploration License (Permit No. DRE-2021-0092), issued by the Ganaran Ministry of Mines and Geological Resources on or about September 3, 2021;

(iv) Dembélé Mining License Upgrade (Permit No. DRE-M-2023-0018), converting the Dembélé Exploration License to a full mining license, issued on or about February 17, 2023; and

(v) Kousseri Expansion Permit (Permit No. KCC-2019-0047-A1), an amendment to the original Kousseri Mining License authorizing an expanded concession area, issued on or about August 9, 2024.

The key investigation subjects — that is, individuals whose conduct is of primary interest to the Investigation — include the following:

(a) Marcus Delacroix, former Vice President, Africa Operations, Torchlight Mining Corp. Mr. Delacroix resigned from the Company effective November 15, 2024. Mr. Delacroix had supervisory authority over TGH and TGM and was the senior Torchlight executive with direct oversight of Ganaran operations during the relevant period.

(b) Raymond Osei-Bonsu, former Country Manager, Torchlight Ganara Mining S.A. Mr. Osei-Bonsu was terminated from employment with TGM effective January 8, 2025, following the initiation of the Company's preliminary review of the matters under investigation. Mr. Osei-Bonsu was the most senior in-country manager for TGM during the relevant period and had authority over local expenditures and government relations.

(c) Jean-Philippe Renard, Managing Director, Crestfield Advisory Partners Ltd. Mr. Renard is a French national resident in Mauritius who served as the primary point of contact at Crestfield and who was responsible for the execution of the consulting agreements between Crestfield and TGM. Mr. Renard is a third party and not an employee of Torchlight or its subsidiaries.

The Investigation will also examine the conduct of certain Ganaran government officials whose actions are relevant to the matters under investigation, including:

(a) The Honourable Boubacar Diallo, former Minister of Mines and Geological Resources of the Republic of Ganara, who held that office from 2018 to 2023 and was the senior government official responsible for the issuance of mining licenses during the relevant period;

(b) Amadou Traoré, Director of Mining Permits and Licenses, Ministry of Mines and Geological Resources of the Republic of Ganara, who is the career civil servant responsible for the administrative processing and approval of mining permit applications; and

(c) Colonel Ibrahim Konaté, Commandant, Ganaran National Gendarmerie — Southern Region, who is responsible for security operations in the geographic area encompassing the Kousseri and Dembélé concession areas and who was the recipient of certain of the suspected in-kind benefits.

The Investigation will include, but will not be limited to, the following activities: collection and review of documents and electronic data; forensic accounting analysis of payment flows, bank records, and financial data; interviews of current and former employees, directors, and agents of Torchlight, TGH, and TGM; analysis of contracts and consulting agreements with Crestfield and other intermediaries; assessment of Torchlight's books and records and internal controls; and coordination with forensic accountants and e-discovery vendors retained at the direction of the Firm.

2.2 Government Investigation Response

In addition to the internal Investigation, Calderwood & Harkness is retained to coordinate with and respond to pending government inquiries and investigations relating to the matters described in Section 2.1, including:

(a) U.S. Securities and Exchange Commission ("SEC") Investigation. The SEC Division of Enforcement has opened a formal investigation into Torchlight's compliance with the anti-bribery, books and records, and internal controls provisions of the FCPA (SEC File No. HO-14892). A formal order of investigation was entered on January 22, 2025. A document subpoena (SEC Subpoena No. HO-14892-DS-001) was served on the Company on February 3, 2025, and calls for the production of a broad range of documents relating to Torchlight's Ganaran operations, payments to consultants and intermediaries, government permits and approvals, and internal compliance records. Calderwood & Harkness will manage the Company's response to this subpoena, including the preparation and production of responsive documents, the assertion of any applicable privileges, and all communications with the SEC staff.

(b) U.S. Department of Justice ("DOJ") Inquiry. The DOJ Fraud Section, Criminal Division, FCPA Unit has initiated a preliminary inquiry into the matters described in Section 2.1. On February 14, 2025, the DOJ issued a voluntary document preservation request to the Company. While no grand jury subpoena has been issued to date, Calderwood & Harkness will manage all aspects of the Company's engagement with the DOJ, including preparation and management of any document productions, the negotiation of the scope and terms of any document requests, and all oral and written communications with DOJ attorneys. The DOJ FCPA Unit's inquiry is currently under the supervision of Assistant Chief Margaret Calloway.

(c) Document Production Management. Calderwood & Harkness will prepare and manage all document productions to the SEC and DOJ, including the collection, processing, review, and production of documents in accordance with applicable rules, regulations, and negotiated protocols. The Firm will work with Marlowe Asset Management Digital Forensics Inc. to process and host documents for review and production.

2.3 Voluntary Self-Disclosure Assessment

A critical component of this engagement is the analysis of whether the Company should make a voluntary self-disclosure ("VSD") to the DOJ under its Corporate Enforcement Policy (formerly the FCPA Corporate Enforcement Policy), as revised in January 2023 and subsequently updated. Calderwood & Harkness will conduct a thorough analysis of the strategic, legal, and practical considerations relevant to this decision, including the potential benefits of voluntary self-disclosure (such as a presumption of a declination under the DOJ's Corporate Enforcement Policy), the potential risks and disadvantages (including the possibility of increased scrutiny and the obligation to provide full cooperation), and the current posture of the DOJ's preliminary inquiry.

The target date for delivering a formal recommendation to the Audit Committee regarding the voluntary self-disclosure decision is June 30, 2025. This timeline may be adjusted depending on developments in the Investigation and in the government's inquiries. The Company acknowledges that the decision whether to make a voluntary self-disclosure rests solely with Torchlight Mining Corp., acting through its Board of Directors and Audit Committee, and that Calderwood & Harkness's role is limited to providing legal advice and strategic recommendations.

2.4 Coordination with Other Counsel and Advisors

Calderwood & Harkness will coordinate with the following counsel and advisors retained by the Company or its subsidiaries in connection with the matters described herein:

(a) Bartlett Keene & Ostrander LLP (lead partner: Richard Bartlett III, Esq.), Toronto, Ontario, Canada. Bartlett Keene & Ostrander serves as Torchlight's Canadian counsel and is advising on Canadian securities disclosure obligations under National Instrument 51-102 and related instruments, as well as the Company's potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34 ("CFPOA"), and related Canadian criminal and regulatory provisions.

(b) Hargrove Whitfield LLP (lead partner: Catherine Whitfield, Esq.), Road Town, Tortola, British Virgin Islands. Hargrove Whitfield serves as counsel to TGH and is advising on the review and production of TGH corporate records maintained in the BVI, as well as any BVI regulatory matters that may arise in connection with the Investigation.

(c) Ndong & Keïta Cabinet Juridique (lead counsel: Maître Salif Ndong), Libreville, Republic of Ganara. Ndong & Keïta serves as Torchlight's Ganaran local counsel and is advising on matters of Ganaran law, including the regulatory framework governing mining permits and environmental approvals, the legal status of payments to government officials under Ganaran law, and any in-country regulatory actions that may be taken by Ganaran authorities.

(d) Pinnacle Forensic Advisory LLC (engagement lead: Dr. Leonard Strauss, CPA, CFF, CFE), New York, New York. Pinnacle Forensic Advisory has been retained at the direction of and under the supervision of Calderwood & Harkness for the purpose of providing expert forensic accounting assistance in connection with the Investigation. Pinnacle's work will include the tracing and analysis of payment flows through Crestfield Advisory Partners Ltd. and TGM's local bank accounts, the reconstruction of relevant financial transactions, the analysis of TGM's books and records, and the preparation of forensic accounting reports and analyses as directed by the Firm.

(e) Marlowe Asset Management Digital Forensics Inc. (engagement lead: Rachel Hartley), Washington, D.C. Marlowe Asset Management Digital Forensics has been retained at the direction of and under the supervision of Calderwood & Harkness to provide e-discovery services in connection with the Investigation, including the forensic collection of electronic data from custodian devices and enterprise systems, the processing and hosting of documents for review and production, the application of technology-assisted review ("TAR") and other analytical tools, and the preparation of production sets for the SEC and DOJ.

Calderwood & Harkness will serve as the coordinating counsel for the Investigation and will be responsible for directing the activities of Pinnacle Forensic Advisory LLC and Marlowe Asset Management Digital Forensics Inc. in connection with the Investigation. The Firm will communicate regularly with the other counsel identified above to ensure consistency in legal strategy and compliance with the Company's obligations across all relevant jurisdictions.

2.5 Remediation Advice

As part of this engagement, Calderwood & Harkness will assess the adequacy and effectiveness of Torchlight's existing anti-corruption compliance program, including the Company's written policies and procedures, training programs, third-party due diligence processes, internal reporting mechanisms, and monitoring and auditing activities. Based on this assessment, the Firm will provide recommendations regarding remediation measures that the Company should implement to address any deficiencies identified during the Investigation and to strengthen the Company's compliance program on a going-forward basis.

Calderwood & Harkness will provide remediation advice directly to Patricia Sung, General Counsel, and to the Audit Committee of the Board of Directors. The Audit Committee is chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen. The scope and timing of any remediation recommendations will be coordinated with the overall investigation timeline and with any expectations communicated by the SEC or DOJ regarding compliance program enhancements.

2.6 Limitations on Scope

The scope of this engagement is limited to the matters described in Sections 2.1 through 2.5 above. Without limiting the generality of the foregoing, the following matters are expressly excluded from the scope of this engagement:

(a) Representation of any individual officers, directors, employees, or agents of Torchlight, TGH, or TGM in their personal capacities, whether in connection with the Investigation, the government inquiries described herein, or any other matter. Each such individual is strongly encouraged to retain personal legal counsel at their own expense.

(b) Representation of the Company or any other person or entity in connection with any shareholder litigation, class actions, derivative actions, or any other civil litigation that may arise from or in connection with the matters described herein. If such litigation is commenced, separate counsel should be retained.

(c) Tax advice of any kind, including but not limited to advice regarding the tax consequences of any payments, penalties, disgorgement, or settlement amounts that may result from the Investigation or the government inquiries.

If the Company desires that Calderwood & Harkness undertake any additional services beyond the scope described herein, the parties will enter into a separate engagement letter or an amendment to this Engagement Letter reflecting such expanded scope.

3. Staffing

Calderwood & Harkness will staff this engagement with attorneys and other professionals from the Firm's White Collar Defense and Investigations practice. The principal members of the engagement team are as follows:

Conrad Ashby — Responsible Partner. Mr. Ashby is a partner in Calderwood & Harkness's White Collar Defense and Investigations practice and has twenty-eight (28) years of experience representing multinational corporations in FCPA investigations and enforcement actions, internal investigations, and related regulatory matters. Mr. Ashby will serve as the primary relationship partner for this engagement and will have overall responsibility for the conduct of the Investigation and all interactions with the SEC, DOJ, and other government authorities. Mr. Ashby has represented clients in more than forty FCPA matters, including several of the largest FCPA enforcement actions in recent history, and has extensive experience with voluntary self-disclosure processes and negotiated resolutions with the DOJ and SEC.

Victoria Chambers — Billing Partner. Ms. Chambers is a partner in Calderwood & Harkness's White Collar Defense and Investigations practice. Ms. Chambers will oversee all billing, budgeting, and financial aspects of the engagement, including the preparation and review of monthly invoices, the management of engagement economics, and communication with the Company regarding budgetary matters. Ms. Chambers will also contribute substantively to the Investigation as needed.

Steven Hollander — Lead Associate. Mr. Hollander is a senior associate in Calderwood & Harkness's White Collar Defense and Investigations practice. Mr. Hollander will be responsible for the day-to-day management of the Investigation, including the coordination of witness interviews, the supervision of document review, the management of the forensic accounting workstream with Pinnacle Forensic Advisory LLC, the preparation and management of government document productions, and regular communication with the Company's in-house legal team regarding investigation logistics and progress.

Jasmine Thornton — Working Associate. Ms. Thornton is an associate in Calderwood & Harkness's White Collar Defense and Investigations practice. Ms. Thornton will assist Mr. Hollander with all aspects of the Investigation, including document review, the preparation of memoranda and analyses, coordination with the forensic accounting workstream, and the preparation of witness interview outlines and summaries.

The Firm reserves the right to assign additional associates, counsel, and professional staff to this engagement as warranted by the scope and demands of the work, including contract attorneys for large-scale document review. The Firm will provide prior notice to the Company before assigning any additional timekeepers whose hourly rates exceed those set forth in Exhibit A.

The primary client contact for this engagement shall be Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp. All substantive communications, strategic recommendations, and deliverables will be directed to Ms. Sung unless the Company designates an alternative contact in writing.

4. Fee Arrangements

4.1 Hourly Rates

Calderwood & Harkness will bill for services rendered in connection with this engagement at the Firm's standard hourly rates for partners, associates, counsel, and legal support staff. A schedule of current hourly rates for the principal members of the engagement team and other timekeeper categories is attached hereto as Exhibit A and incorporated herein by reference.

The rates set forth in Exhibit A are the Firm's current standard rates as of the date of this Engagement Letter. Calderwood & Harkness reserves the right to adjust its standard hourly rates periodically, typically on an annual basis effective January 1 of each calendar year. The Company will receive not less than thirty (30) days' advance written notice of any rate adjustments. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.

4.2 Estimated Fees

Based on the Firm's current understanding of the scope and complexity of the Investigation and the related government inquiries, Calderwood & Harkness estimates that total professional fees for the engagement will range from approximately $4,500,000 to $6,200,000. This estimate is provided for planning purposes only and is not a cap or guarantee. Actual fees may vary significantly depending on a number of factors, including but not limited to:

(a) the scope and complexity of the Investigation as it develops, including any expansion of the investigation's scope necessitated by new facts or allegations uncovered during the course of the work;

(b) the extent and nature of the Company's cooperation obligations with the SEC and DOJ, including the scope of document production requests, the number and nature of follow-up inquiries, and any testimony requirements;

(d) the number and complexity of witness interviews, including travel requirements for interviews conducted in Canada, the Republic of Ganara, and other locations; and

(e) the Company's decision regarding voluntary self-disclosure to the DOJ, which, if pursued, may require substantial additional work to prepare a comprehensive disclosure.

The foregoing estimate does not include the professional fees of Pinnacle Forensic Advisory LLC, which are separately estimated at approximately $1,800,000 to $2,400,000 for the forensic accounting workstream. Pinnacle will invoice the Company directly for its services, with copies of invoices provided to Calderwood & Harkness for review and approval. The estimate also does not include the fees and expenses of Marlowe Asset Management Digital Forensics Inc., which will be billed separately based on data volumes and processing requirements. Calderwood & Harkness will work with the Company to monitor and manage the costs of these third-party vendors throughout the engagement.

4.3 Expenses

In addition to professional fees, Calderwood & Harkness will bill the Company for reasonable out-of-pocket expenses incurred in connection with this engagement, including but not limited to: travel expenses (airfare, hotel, ground transportation, and meals); document reproduction and production costs; courier and delivery charges; telecommunications charges (including international calls and secure communications); filing fees and similar costs; and charges for outside services such as translation, transcription, and interpreting.

The Company acknowledges that the Investigation may require multiple trips to the Republic of Ganara for the purpose of conducting witness interviews, site visits to the Kousseri and Dembélé concession areas, and meetings with Ganaran local counsel. Travel to the Republic of Ganara may involve significant and unusual expenses, including but not limited to business-class airfare, security arrangements, in-country transportation, and interpreter services. Calderwood & Harkness will endeavor to manage travel costs prudently and will obtain the Company's approval before incurring any single travel-related expense exceeding $25,000.

All expenses will be billed at cost, without markup, and will be itemized on monthly invoices.

4.4 Billing and Payment

Calderwood & Harkness will submit invoices to the Company on a monthly basis, in arrears, for professional fees and expenses incurred during the preceding calendar month. Payment is due within thirty (30) days of the date of each invoice. Invoices that remain unpaid for more than sixty (60) days from the invoice date may be subject to a late payment charge of one and one-half percent (1.5%) per month on the outstanding balance, to the extent permitted by applicable law.

Invoices will contain sufficient detail to permit the Company to evaluate the nature and scope of services rendered, including descriptions of activities performed, the identity of timekeepers, and the hours billed by each timekeeper, while preserving the attorney-client privilege and work product protections applicable to the underlying work. At the Company's request, Calderwood & Harkness will provide supplemental detail regarding any invoice, subject to privilege considerations.

4.5 Retainer

No advance retainer is required in connection with this engagement. The Company will be billed for services and expenses on a monthly basis as described in Section 4.4 above. Calderwood & Harkness reserves the right to request an advance retainer or evergreen retainer deposit in the future if the Company's payment history so warrants, upon reasonable written notice.

5. Attorney-Client Privilege and Work Product Protection

5.1 Privilege Framework

All communications between Calderwood & Harkness and Torchlight Mining Corp., and between Calderwood & Harkness and the Company's officers, directors, and employees acting in their corporate capacities, in connection with this engagement are intended to be protected by the attorney-client privilege. The Company should mark all written communications to the Firm as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" to help ensure that the privileged nature of such communications is preserved.

All memoranda, analyses, reports, interview summaries, chronologies, presentations, and other work product generated by Calderwood & Harkness in connection with this engagement are protected by the attorney work product doctrine, including both "fact" work product and "opinion" work product as those terms are understood under applicable law. The protections of the work product doctrine extend to materials prepared in anticipation of litigation and in connection with the Investigation.

The attorney-client privilege and the work product protection belong exclusively to Torchlight Mining Corp. as the client. Only the Company, acting through its Board of Directors, Audit Committee, or duly authorized officer, may waive these protections. No individual officer, director, or employee of the Company has the authority to waive the Company's privilege on their own behalf.

5.2 Upjohn/Corporate Miranda Protocols

In conducting the Investigation, Calderwood & Harkness will interview current and former officers, directors, employees, and agents of Torchlight, TGH, and TGM. At the outset of each interview, the Firm will provide Upjohn warnings (also referred to as "corporate Miranda" warnings) to the interviewee. Specifically, each interviewee will be informed that:

(a) Calderwood & Harkness represents Torchlight Mining Corp. The Firm does not represent the interviewee in their personal or individual capacity.

(b) The purpose of the interview is to gather facts in order to provide legal advice to the Company. The interview is protected by the attorney-client privilege, but the privilege belongs to the Company, not to the individual interviewee.

(c) The Company may elect, in its sole discretion, to waive the privilege and disclose the substance of the interview, including the interviewee's statements, to third parties, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and other government authorities.

(d) The interviewee should consult with their own personal legal counsel if they believe they may need personal legal representation in connection with the matters being discussed. The Company's counsel cannot provide legal advice to the interviewee regarding their personal legal exposure.

The Upjohn warnings will be delivered orally at the beginning of each interview and will be documented in the interview memorandum prepared by the Firm. In appropriate cases, the Firm may also provide a written summary of the warnings to the interviewee prior to the interview.

5.3 Engagement of Agents Under Privilege

Pinnacle Forensic Advisory LLC has been retained at the direction of and under the supervision of Calderwood & Harkness for the purpose of providing expert forensic accounting assistance in connection with this engagement. Pinnacle's engagement is structured to preserve the protections of the attorney-client privilege and the work product doctrine with respect to its analyses, reports, and communications with the Firm. All communications between the Firm and Pinnacle relating to this engagement are intended to be privileged and confidential, and Pinnacle's work product is intended to constitute attorney work product to the extent prepared at the direction of counsel and in anticipation of litigation or in connection with the provision of legal advice.

Marlowe Asset Management Digital Forensics Inc. has been retained at the direction of and under the supervision of Calderwood & Harkness to provide e-discovery services in connection with this engagement. Marlowe Asset Management's services include the forensic collection of electronic data, the processing and hosting of documents for review, and the preparation of production sets. Similar privilege protections are intended to apply to Marlowe Asset Management's work product and communications with the Firm.

The Company should not communicate directly with Pinnacle or Marlowe Asset Management regarding substantive matters related to the Investigation without the involvement of Calderwood & Harkness, in order to preserve the integrity of the privilege framework.

5.4 Common Interest Arrangements

In order to facilitate the sharing of privileged communications and work product among counsel representing Torchlight in connection with the matters described herein, Calderwood & Harkness may enter into common interest agreements or joint defense agreements with other counsel advising the Company, including without limitation a common interest agreement with Bartlett Keene & Ostrander LLP relating to overlapping issues of U.S. and Canadian anti-corruption law. Any such common interest agreement will be negotiated and executed separately from this Engagement Letter and will be designed to preserve the privileged nature of shared communications while enabling efficient coordination among counsel.

The Company's consent to the Firm's entry into such common interest arrangements is confirmed by the Company's execution of this Engagement Letter. The Firm will provide the Company with copies of any common interest agreements executed in connection with this engagement.

5.5 Privilege Considerations in Government Cooperation

The Company acknowledges that the decision whether to disclose privileged materials or work product to the DOJ, the SEC, or any other government authority — including in connection with a potential voluntary self-disclosure under the DOJ's Corporate Enforcement Policy — is a significant strategic decision with potentially far-reaching consequences. Any such disclosure may constitute a waiver of the attorney-client privilege and/or work product protection with respect to the materials disclosed, and may have implications for the Company's ability to assert privilege in other proceedings, including civil litigation.

Accordingly, any decision to disclose privileged materials or work product to any government authority will be made solely by Torchlight Mining Corp., acting through its Board of Directors, Audit Committee, or duly authorized officer, after full consultation with Calderwood & Harkness and after consideration of the strategic implications of such disclosure. Calderwood & Harkness will provide the Company with its professional judgment regarding the advisability of any such disclosure, but the ultimate decision rests with the Company.

6. Document Preservation and Litigation Hold

In light of the pending SEC investigation, the DOJ preliminary inquiry, and the Company's own internal Investigation, the Company has an affirmative legal obligation to preserve all documents and electronically stored information ("ESI") that may be relevant to these matters. Failure to preserve relevant materials could result in spoliation sanctions, adverse inference instructions, obstruction of justice charges, or other serious consequences.

Calderwood & Harkness will prepare and assist in the distribution of a comprehensive litigation hold notice (the "Hold Notice") to all relevant custodians at Torchlight, TGH, and TGM. The Hold Notice will instruct each custodian to preserve all documents, communications, financial records, and electronic data in their possession, custody, or control that relate to any of the matters described in Section 2 of this Engagement Letter, including but not limited to:

(a) all documents and communications relating to Torchlight's operations in the Republic of Ganara, including the Kousseri and Dembélé projects;

(b) all documents and communications relating to Crestfield Advisory Partners Ltd., Jean-Philippe Renard, or any other intermediary, consultant, or agent retained in connection with Ganaran operations;

(c) all documents and communications relating to the Ganaran government officials identified in Section 2.1, including Hon. Boubacar Diallo, Amadou Traoré, and Col. Ibrahim Konaté, and any other Ganaran government official with whom Torchlight, TGH, or TGM has had contact;

(d) all financial records, including bank statements, wire transfer records, payment authorizations, invoices, expense reports, and accounting entries, relating to payments made in connection with Ganaran operations;

(e) all documents and communications stored on personal devices (including personal mobile phones, tablets, and laptop computers) and personal email accounts (including personal Northgate Software, Cascade Health IT, Outlook, and other accounts) to the extent used for Company business relating to Ganaran operations; and

(f) all documents and communications relating to the Company's anti-corruption compliance program and policies.

The preservation period covered by the Hold Notice will extend from January 1, 2018 to the present, and the hold will remain in effect until further notice from the Firm or the Company.

As of the date of this Engagement Letter, twenty-three (23) custodians have been preliminarily identified for purposes of the litigation hold and document collection, consisting of twelve (12) current employees, four (4) former employees, and seven (7) shared or departmental mailboxes (including the Africa Operations shared mailbox, the TGM Country Manager mailbox, and the TGM Finance Department shared drive). The list of custodians may be expanded or refined as the Investigation progresses.

The estimated total data volume subject to collection and preservation is approximately 1.625 terabytes (TB), consisting of:

• Approximately 1.2 TB of email data (Exchange server archives and cloud-based email);

• Approximately 340 GB of financial systems data (Aldermere Services Inc. records, banking platform exports, and related data); and

• Approximately 85 GB of shared-drive documents (Aldermere Systems, network file shares, and local drives).

Torchlight has an affirmative and continuing obligation to preserve all potentially relevant materials and to ensure that no such materials are destroyed, altered, discarded, or rendered inaccessible, whether through routine document retention/destruction processes, system migrations, hardware disposal, or any other means. The Company should immediately suspend any automatic deletion protocols or document destruction schedules that might affect potentially relevant materials. Calderwood & Harkness will work with the Company's IT department and with Marlowe Asset Management Digital Forensics Inc. to implement appropriate technical measures to ensure comprehensive preservation.

7. Reporting

Calderwood & Harkness will report on the progress of the Investigation and the status of the government inquiries to Patricia Sung, General Counsel & Corporate Secretary, and to the Audit Committee of the Board of Directors (chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen), as directed by the Company.

The following milestones and deliverables are currently anticipated:

(a) Interim Investigation Report. An interim report on the Investigation's findings and status will be presented to the Audit Committee on or about May 15, 2025. This report will summarize the investigation activities completed to date, preliminary factual findings, key areas of concern, and the anticipated timeline for completion of the Investigation.

(b) Voluntary Self-Disclosure Recommendation. A formal recommendation regarding whether the Company should make a voluntary self-disclosure to the DOJ under its Corporate Enforcement Policy will be delivered to the Audit Committee on or about June 30, 2025. This recommendation will include an analysis of the strategic considerations, the potential benefits and risks, and the Firm's professional judgment regarding the advisable course of action.

(c) Periodic Status Updates. In addition to the foregoing milestones, Calderwood & Harkness will provide periodic oral and written status updates to the Company at mutually agreed intervals. It is anticipated that the Firm will provide weekly written status memoranda to Ms. Sung and will participate in monthly telephonic or in-person update sessions with the Audit Committee. The frequency and format of these updates may be adjusted as circumstances warrant.

All investigation reports and status updates will be marked as privileged and confidential attorney-client communications and/or attorney work product, and will be distributed only to those individuals authorized by the Company to receive such materials.

8. Conflicts of Interest

Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Firm's standard procedures and with the requirements of the New York Rules of Professional Conduct. Based on this conflicts check, the Firm is not aware of any conflict of interest that would preclude its representation of Torchlight Mining Corp. in connection with this engagement.

Calderwood & Harkness does not currently represent, and has not within the past three (3) years represented, any individual officer, director, employee, or agent of Torchlight, TGH, or TGM in their personal capacity in connection with any matter related to the subject of this engagement. The Firm does not currently represent Crestfield Advisory Partners Ltd., Jean-Philippe Renard, or any Ganaran government official.

The Company is aware that certain investigation subjects have retained personal counsel, as follows:

(a) Marcus Delacroix is represented by Whitmore & Sharpe LLP (lead counsel: Helen Whitmore, Esq.) in connection with matters arising from and related to the Investigation.

(b) Raymond Osei-Bonsu is represented by Okoro Law Chambers (lead counsel: Barrister Emeka Okoro) in connection with matters arising from and related to the Investigation.

Calderwood & Harkness will communicate with Messrs. Delacroix and Osei-Bonsu through their respective counsel to the extent required by applicable rules of professional conduct.

If an actual or potential conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify the Company in writing and will take appropriate steps to address the conflict, which may include the implementation of ethical screens, the engagement of separate counsel for particular aspects of the matter, or, if necessary, withdrawal from the representation. The Company acknowledges that in certain circumstances, the resolution of a conflict may require the Firm's withdrawal from the engagement in its entirety.

9. Insurance Coordination

Torchlight maintains a directors' and officers' liability insurance policy (the "D&O Policy") with Dalton & Mercer Inc., Policy No. DM-0092-FCPA-2024, which provides coverage for, among other things, defense costs and liabilities arising from regulatory investigations and enforcement actions. The D&O Policy has limits of $50,000,000 per occurrence and $100,000,000 in the aggregate, subject to a self-insured retention of $2,500,000.

Calderwood & Harkness will assist the Company in coordinating timely notice of the Investigation, the SEC investigation, and the DOJ inquiry to Dalton & Mercer Inc. under the D&O Policy, in accordance with the notice provisions of the policy. The Firm will also assist the Company in managing coverage-related communications with Dalton & Mercer, including responding to any coverage questionnaires or information requests, to the extent directed by the Company. All communications with Dalton & Mercer regarding coverage will be conducted in a manner designed to preserve the attorney-client privilege and work product protections applicable to the Investigation.

The Company is advised to review the D&O Policy carefully, including any provisions relating to the selection of defense counsel, the allocation of defense costs between covered and non-covered matters, cooperation obligations, and the consequences of late notice. Calderwood & Harkness is available to assist the Company in analyzing these provisions upon request.

10. Ethical Obligations and Regulatory Considerations

Calderwood & Harkness LLP is a law firm organized under the laws of the State of New York and admitted to practice law in the State of New York. The Firm and its attorneys are subject to the New York Rules of Professional Conduct, as adopted by the Appellate Division of the Supreme Court of the State of New York, effective April 1, 2009, as amended.

This engagement involves significant cross-border and multi-jurisdictional considerations. The matters under investigation implicate, among other things, U.S. federal law (including the Foreign Corrupt Practices Act, the federal securities laws, and the federal criminal code), Canadian federal law (including the Canada Business Corporations Act, the Corruption of Foreign Public Officials Act, and applicable Canadian securities regulations), British Virgin Islands corporate law, and the laws of the Republic of Ganara (including the Ganaran Mining Code, the Ganaran Environmental Protection Act, and the Ganaran Penal Code).

Calderwood & Harkness is admitted to practice law in the State of New York and before the federal courts of the United States. The Firm is not admitted to practice law in Canada, the British Virgin Islands, the Republic of Ganara, or any other foreign jurisdiction. Accordingly, the Firm will not provide legal advice on the laws of any jurisdiction in which it is not admitted to practice without the involvement of appropriately qualified local counsel admitted in the relevant jurisdiction. As described in Section 2.4, the Company has retained separate local counsel in Canada, the BVI, and the Republic of Ganara, and Calderwood & Harkness will coordinate with such counsel to ensure that the Company receives comprehensive legal advice across all relevant jurisdictions.

11. Termination

Either party may terminate this engagement upon reasonable written notice to the other party. In the event of termination by the Company, Torchlight will remain responsible for the payment of all professional fees and expenses incurred by Calderwood & Harkness through the effective date of termination, as well as any fees and expenses that are reasonably incurred thereafter in connection with the orderly transition of the engagement.

In the event of termination, whether by the Company or by the Firm, Calderwood & Harkness will take all reasonable steps to protect the Company's interests pending the transition of the engagement, including:

(a) cooperating in the orderly transition of files, work product, and client materials to successor counsel designated by the Company;

(b) providing reasonable assistance to successor counsel in familiarizing themselves with the status of the Investigation and the government inquiries;

(c) taking such steps as are necessary to comply with any outstanding obligations to the SEC, DOJ, or other government authorities, to the extent such obligations cannot be deferred pending the engagement of successor counsel; and

(d) preserving all client files and work product in accordance with the Firm's document retention policies and applicable rules of professional conduct.

The Firm's obligations under this Engagement Letter with respect to confidentiality, privilege, and the protection of client information shall survive the termination of the engagement.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to the Company for any and all claims, losses, damages, costs, and expenses arising out of or relating to this engagement, whether based in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to Calderwood & Harkness in connection with this engagement. This limitation of liability does not apply to claims arising from the Firm's willful misconduct, gross negligence, or fraud.

The Company acknowledges that the Investigation involves inherently uncertain factual and legal issues, and that the outcome of the SEC investigation, the DOJ inquiry, and any related proceedings cannot be guaranteed. Calderwood & Harkness makes no representations or warranties regarding the outcome of the Investigation or any government proceedings, and the Firm shall not be liable for any adverse outcome in such proceedings.

13. Governing Law and Dispute Resolution

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, including any dispute regarding the Firm's fees or the scope of services rendered, shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator located in the Borough of Manhattan, City and State of New York. The arbitrator shall be a retired judge or experienced attorney with expertise in legal malpractice and fee disputes. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in the State of New York to preserve the status quo pending arbitration.

14. Entire Agreement and Amendments

This Engagement Letter, together with Exhibit A attached hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Torchlight Mining Corp. with respect to the engagement described herein, and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof.

This Engagement Letter may not be amended, modified, or supplemented except by a written instrument executed by both Calderwood & Harkness LLP and Torchlight Mining Corp. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the waiving party. A waiver of any provision on one occasion shall not be deemed a waiver of such provision on any subsequent occasion.

15. Acceptance

We are grateful for the opportunity to represent Torchlight Mining Corp. in connection with this important matter. We are committed to conducting a thorough, independent, and efficient investigation and to providing the Company with the highest quality legal advice throughout this engagement.

If the foregoing terms are acceptable, please indicate your agreement by signing and returning the enclosed copy of this Engagement Letter. We recommend that the Company retain a fully executed copy for its records.

Please do not hesitate to contact me or Victoria Chambers should you have any questions regarding this Engagement Letter or any aspect of the engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Conrad Ashby

Title: Partner, White Collar Defense & Investigations

Date: March 5, 2025

ACKNOWLEDGED AND AGREED:

TORCHLIGHT MINING CORP.

By: ________

Name: Patricia Sung

Title: General Counsel & Corporate Secretary

Date: ________

EXHIBIT A

SCHEDULE OF HOURLY RATES Effective March 5, 2025

The following schedule sets forth the current standard hourly rates for the principal members of the Calderwood & Harkness LLP engagement team and other timekeeper categories applicable to this engagement (Matter No. 1039-00005):

Notes:

1. The rates set forth above are Calderwood & Harkness's standard rates as of March 5, 2025. These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Company will receive not less than thirty (30) days' advance written notice of any rate adjustments.

2. The rates for "Other Partners," "Other Senior Associates," "Other Associates," "Of Counsel," "Senior Paralegals," "Paralegals," "Litigation Support / E-discovery Analysts," and "Contract Attorneys" reflect the range of rates applicable to the respective categories. The specific rate for each timekeeper will be identified on each monthly invoice.

3. The rates set forth above do not include the fees of Pinnacle Forensic Advisory LLC or Marlowe Asset Management Digital Forensics Inc., which will be billed separately pursuant to their own engagement terms.

4. Time is recorded and billed in increments of one-tenth (0.1) of an hour.

cc: (via email, Privileged and Confidential)

Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp. Dr. Eleanor Fiske, Chair, Audit Committee, Board of Directors, Torchlight Mining Corp. Victoria Chambers, Partner, Calderwood & Harkness LLP

Timekeeper	Title / Category	Hourly Rate (USD)
Conrad Ashby	Partner, White Collar Defense & Investigations	$1,850
Victoria Chambers	Partner, White Collar Defense & Investigations	$1,725
Steven Hollander	Senior Associate, White Collar Defense & Investigations	$1,150
Jasmine Thornton	Associate, White Collar Defense & Investigations	$925
Other Partners	Partner (various practice areas)	$1,500 – $1,950
Other Senior Associates	Senior Associate (7+ years)	$1,050 – $1,250
Other Associates	Associate (3–6 years)	$825 – $1,025
Other Associates	Associate (1–2 years)	$650 – $800
Of Counsel	Counsel / Of Counsel	$1,100 – $1,450
Senior Paralegals	Senior Paralegal / Legal Analyst	$475 – $575
Paralegals	Paralegal	$350 – $450
Litigation Support / E-discovery Analysts	Litigation Support Specialist	$300 – $425
Contract Attorneys	Contract Review Attorney (document review)	$225 – $375

CALDERWOOD & HARKNESS LLP Attorneys at Law
825 Eighth Avenue, 42nd Floor New York, New York 10019 Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
March 5, 2025
VIA EMAIL AND OVERNIGHT COURIER — PRIVILEGED AND CONFIDENTIAL / ATTORNEY-CLIENT PRIVILEGED
Patricia Sung, Esq. General Counsel & Corporate Secretary Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4 Canada
Dear Ms. Sung:
1. Purpose of Engagement and Identification of Client
Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Torchlight Mining Corp. ("Torchlight" or the "Company"), a corporation organized under the Canada Business Corporations Act (R.S.C. 1985, c. C-44), with American Depositary Receipts ("ADRs") listed on the New York Stock Exchange (ticker: TRCH) and common shares listed on the Toronto Stock Exchange (ticker: TMC). This engagement letter (the "Engagement Letter") is intended to formalize the terms and conditions of the Firm's representation of the Company, effective as of March 5, 2025. This matter has been assigned Calderwood & Harkness internal matter number 1039-00005, which should be referenced in all correspondence related to this engagement.
For the avoidance of doubt, the client in this engagement is Torchlight Mining Corp. and not any individual officer, director, employee, agent, or representative of Torchlight, whether in their corporate or personal capacity. The Firm does not represent, and this engagement does not create an attorney-client relationship with, any individual person, including without limitation any member of Torchlight's Board of Directors, any executive officer, or any employee of the Company or its subsidiaries. This distinction applies regardless of whether any such individual communicates with the Firm, participates in interviews conducted by the Firm, or otherwise cooperates in the investigation described herein.
Similarly, while the investigation will necessarily encompass the activities and operations of certain of Torchlight's subsidiaries, including Torchlight Ganara Holdings Ltd. ("TGH"), a British Virgin Islands corporation, and Torchlight Ganara Mining S.A. ("TGM"), a corporation organized under the laws of the Republic of Ganara, neither TGH nor TGM is a client of the Firm in connection with this engagement. The Firm's duties of loyalty, confidentiality, and zealous representation run to Torchlight Mining Corp. exclusively.
2. Scope of Engagement
2.1 Internal Investigation
Calderwood & Harkness is retained to conduct an independent internal investigation (the "Investigation") into potential violations of the U.S. Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), and related anti-corruption, anti-bribery, and anti-fraud laws, arising from approximately $4,730,000 in suspected improper payments made between 2019 and 2024 through Torchlight's West African subsidiary operations in the Republic of Ganara ("Ganara" or the "Republic of Ganara").
The Investigation encompasses three principal categories of suspected payments:
(a) Consulting Payments through Crestfield Advisory Partners Ltd. — Payments routed through Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated in the Republic of Mauritius, totaling approximately $3,210,000 over the period 2019–2024. These payments were made pursuant to purported consulting agreements between TGM and Crestfield, the bona fide nature and business justification of which are subject to investigation.
(b) Cash Disbursements — Approximately $890,000 in cash disbursements from TGM's local bank accounts maintained at Banque Commerciale de Ganara (Account Nos. BCG-2019-4471 and BCG-2021-7283), including payments characterized in TGM's books and records as "facilitation payments," "community development contributions," and "security coordination expenses."
(c) In-Kind Benefits — Approximately $630,000 in in-kind benefits provided from TGM's local accounts and operational resources, including vehicle purchases, travel expenses, educational sponsorships, and other items of value provided to, or for the benefit of, Ganaran government officials and their family members.
The Investigation will focus on the circumstances surrounding the issuance of five mining permits and environmental approvals, including without limitation:
(i) Kousseri Copper-Cobalt Complex Mining License (Permit No. KCC-2019-0047), issued by the Ganaran Ministry of Mines and Geological Resources on or about June 14, 2019;
(ii) Kousseri Environmental Impact Approval (Permit No. ENV-KCC-2020-113), issued by the Ganaran National Environmental Protection Agency on or about March 22, 2020;
(iii) Dembélé Rare Earths Exploration License (Permit No. DRE-2021-0092), issued by the Ganaran Ministry of Mines and Geological Resources on or about September 3, 2021;
(iv) Dembélé Mining License Upgrade (Permit No. DRE-M-2023-0018), converting the Dembélé Exploration License to a full mining license, issued on or about February 17, 2023; and
(v) Kousseri Expansion Permit (Permit No. KCC-2019-0047-A1), an amendment to the original Kousseri Mining License authorizing an expanded concession area, issued on or about August 9, 2024.
The key investigation subjects — that is, individuals whose conduct is of primary interest to the Investigation — include the following:
(a) Marcus Delacroix, former Vice President, Africa Operations, Torchlight Mining Corp. Mr. Delacroix resigned from the Company effective November 15, 2024. Mr. Delacroix had supervisory authority over TGH and TGM and was the senior Torchlight executive with direct oversight of Ganaran operations during the relevant period.
(b) Raymond Osei-Bonsu, former Country Manager, Torchlight Ganara Mining S.A. Mr. Osei-Bonsu was terminated from employment with TGM effective January 8, 2025, following the initiation of the Company's preliminary review of the matters under investigation. Mr. Osei-Bonsu was the most senior in-country manager for TGM during the relevant period and had authority over local expenditures and government relations.
(c) Jean-Philippe Renard, Managing Director, Crestfield Advisory Partners Ltd. Mr. Renard is a French national resident in Mauritius who served as the primary point of contact at Crestfield and who was responsible for the execution of the consulting agreements between Crestfield and TGM. Mr. Renard is a third party and not an employee of Torchlight or its subsidiaries.
The Investigation will also examine the conduct of certain Ganaran government officials whose actions are relevant to the matters under investigation, including:
(a) The Honourable Boubacar Diallo, former Minister of Mines and Geological Resources of the Republic of Ganara, who held that office from 2018 to 2023 and was the senior government official responsible for the issuance of mining licenses during the relevant period;
(b) Amadou Traoré, Director of Mining Permits and Licenses, Ministry of Mines and Geological Resources of the Republic of Ganara, who is the career civil servant responsible for the administrative processing and approval of mining permit applications; and
(c) Colonel Ibrahim Konaté, Commandant, Ganaran National Gendarmerie — Southern Region, who is responsible for security operations in the geographic area encompassing the Kousseri and Dembélé concession areas and who was the recipient of certain of the suspected in-kind benefits.
The Investigation will include, but will not be limited to, the following activities: collection and review of documents and electronic data; forensic accounting analysis of payment flows, bank records, and financial data; interviews of current and former employees, directors, and agents of Torchlight, TGH, and TGM; analysis of contracts and consulting agreements with Crestfield and other intermediaries; assessment of Torchlight's books and records and internal controls; and coordination with forensic accountants and e-discovery vendors retained at the direction of the Firm.
2.2 Government Investigation Response
In addition to the internal Investigation, Calderwood & Harkness is retained to coordinate with and respond to pending government inquiries and investigations relating to the matters described in Section 2.1, including:
(a) U.S. Securities and Exchange Commission ("SEC") Investigation. The SEC Division of Enforcement has opened a formal investigation into Torchlight's compliance with the anti-bribery, books and records, and internal controls provisions of the FCPA (SEC File No. HO-14892). A formal order of investigation was entered on January 22, 2025. A document subpoena (SEC Subpoena No. HO-14892-DS-001) was served on the Company on February 3, 2025, and calls for the production of a broad range of documents relating to Torchlight's Ganaran operations, payments to consultants and intermediaries, government permits and approvals, and internal compliance records. Calderwood & Harkness will manage the Company's response to this subpoena, including the preparation and production of responsive documents, the assertion of any applicable privileges, and all communications with the SEC staff.
(b) U.S. Department of Justice ("DOJ") Inquiry. The DOJ Fraud Section, Criminal Division, FCPA Unit has initiated a preliminary inquiry into the matters described in Section 2.1. On February 14, 2025, the DOJ issued a voluntary document preservation request to the Company. While no grand jury subpoena has been issued to date, Calderwood & Harkness will manage all aspects of the Company's engagement with the DOJ, including preparation and management of any document productions, the negotiation of the scope and terms of any document requests, and all oral and written communications with DOJ attorneys. The DOJ FCPA Unit's inquiry is currently under the supervision of Assistant Chief Margaret Calloway.
(c) Document Production Management. Calderwood & Harkness will prepare and manage all document productions to the SEC and DOJ, including the collection, processing, review, and production of documents in accordance with applicable rules, regulations, and negotiated protocols. The Firm will work with Marlowe Asset Management Digital Forensics Inc. to process and host documents for review and production.
2.3 Voluntary Self-Disclosure Assessment
A critical component of this engagement is the analysis of whether the Company should make a voluntary self-disclosure ("VSD") to the DOJ under its Corporate Enforcement Policy (formerly the FCPA Corporate Enforcement Policy), as revised in January 2023 and subsequently updated. Calderwood & Harkness will conduct a thorough analysis of the strategic, legal, and practical considerations relevant to this decision, including the potential benefits of voluntary self-disclosure (such as a presumption of a declination under the DOJ's Corporate Enforcement Policy), the potential risks and disadvantages (including the possibility of increased scrutiny and the obligation to provide full cooperation), and the current posture of the DOJ's preliminary inquiry.
The target date for delivering a formal recommendation to the Audit Committee regarding the voluntary self-disclosure decision is June 30, 2025. This timeline may be adjusted depending on developments in the Investigation and in the government's inquiries. The Company acknowledges that the decision whether to make a voluntary self-disclosure rests solely with Torchlight Mining Corp., acting through its Board of Directors and Audit Committee, and that Calderwood & Harkness's role is limited to providing legal advice and strategic recommendations.
2.4 Coordination with Other Counsel and Advisors
Calderwood & Harkness will coordinate with the following counsel and advisors retained by the Company or its subsidiaries in connection with the matters described herein:
(a) Bartlett Keene & Ostrander LLP (lead partner: Richard Bartlett III, Esq.), Toronto, Ontario, Canada. Bartlett Keene & Ostrander serves as Torchlight's Canadian counsel and is advising on Canadian securities disclosure obligations under National Instrument 51-102 and related instruments, as well as the Company's potential exposure under the Corruption of Foreign Public Officials Act, S.C. 1998, c. 34 ("CFPOA"), and related Canadian criminal and regulatory provisions.
(b) Hargrove Whitfield LLP (lead partner: Catherine Whitfield, Esq.), Road Town, Tortola, British Virgin Islands. Hargrove Whitfield serves as counsel to TGH and is advising on the review and production of TGH corporate records maintained in the BVI, as well as any BVI regulatory matters that may arise in connection with the Investigation.
(c) Ndong & Keïta Cabinet Juridique (lead counsel: Maître Salif Ndong), Libreville, Republic of Ganara. Ndong & Keïta serves as Torchlight's Ganaran local counsel and is advising on matters of Ganaran law, including the regulatory framework governing mining permits and environmental approvals, the legal status of payments to government officials under Ganaran law, and any in-country regulatory actions that may be taken by Ganaran authorities.
(d) Pinnacle Forensic Advisory LLC (engagement lead: Dr. Leonard Strauss, CPA, CFF, CFE), New York, New York. Pinnacle Forensic Advisory has been retained at the direction of and under the supervision of Calderwood & Harkness for the purpose of providing expert forensic accounting assistance in connection with the Investigation. Pinnacle's work will include the tracing and analysis of payment flows through Crestfield Advisory Partners Ltd. and TGM's local bank accounts, the reconstruction of relevant financial transactions, the analysis of TGM's books and records, and the preparation of forensic accounting reports and analyses as directed by the Firm.
(e) Marlowe Asset Management Digital Forensics Inc. (engagement lead: Rachel Hartley), Washington, D.C. Marlowe Asset Management Digital Forensics has been retained at the direction of and under the supervision of Calderwood & Harkness to provide e-discovery services in connection with the Investigation, including the forensic collection of electronic data from custodian devices and enterprise systems, the processing and hosting of documents for review and production, the application of technology-assisted review ("TAR") and other analytical tools, and the preparation of production sets for the SEC and DOJ.
Calderwood & Harkness will serve as the coordinating counsel for the Investigation and will be responsible for directing the activities of Pinnacle Forensic Advisory LLC and Marlowe Asset Management Digital Forensics Inc. in connection with the Investigation. The Firm will communicate regularly with the other counsel identified above to ensure consistency in legal strategy and compliance with the Company's obligations across all relevant jurisdictions.
2.5 Remediation Advice
As part of this engagement, Calderwood & Harkness will assess the adequacy and effectiveness of Torchlight's existing anti-corruption compliance program, including the Company's written policies and procedures, training programs, third-party due diligence processes, internal reporting mechanisms, and monitoring and auditing activities. Based on this assessment, the Firm will provide recommendations regarding remediation measures that the Company should implement to address any deficiencies identified during the Investigation and to strengthen the Company's compliance program on a going-forward basis.
Calderwood & Harkness will provide remediation advice directly to Patricia Sung, General Counsel, and to the Audit Committee of the Board of Directors. The Audit Committee is chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen. The scope and timing of any remediation recommendations will be coordinated with the overall investigation timeline and with any expectations communicated by the SEC or DOJ regarding compliance program enhancements.
2.6 Limitations on Scope
The scope of this engagement is limited to the matters described in Sections 2.1 through 2.5 above. Without limiting the generality of the foregoing, the following matters are expressly excluded from the scope of this engagement:
(a) Representation of any individual officers, directors, employees, or agents of Torchlight, TGH, or TGM in their personal capacities, whether in connection with the Investigation, the government inquiries described herein, or any other matter. Each such individual is strongly encouraged to retain personal legal counsel at their own expense.
(b) Representation of the Company or any other person or entity in connection with any shareholder litigation, class actions, derivative actions, or any other civil litigation that may arise from or in connection with the matters described herein. If such litigation is commenced, separate counsel should be retained.
(c) Tax advice of any kind, including but not limited to advice regarding the tax consequences of any payments, penalties, disgorgement, or settlement amounts that may result from the Investigation or the government inquiries.
If the Company desires that Calderwood & Harkness undertake any additional services beyond the scope described herein, the parties will enter into a separate engagement letter or an amendment to this Engagement Letter reflecting such expanded scope.
3. Staffing
Calderwood & Harkness will staff this engagement with attorneys and other professionals from the Firm's White Collar Defense and Investigations practice. The principal members of the engagement team are as follows:
Conrad Ashby — Responsible Partner. Mr. Ashby is a partner in Calderwood & Harkness's White Collar Defense and Investigations practice and has twenty-eight (28) years of experience representing multinational corporations in FCPA investigations and enforcement actions, internal investigations, and related regulatory matters. Mr. Ashby will serve as the primary relationship partner for this engagement and will have overall responsibility for the conduct of the Investigation and all interactions with the SEC, DOJ, and other government authorities. Mr. Ashby has represented clients in more than forty FCPA matters, including several of the largest FCPA enforcement actions in recent history, and has extensive experience with voluntary self-disclosure processes and negotiated resolutions with the DOJ and SEC.
Victoria Chambers — Billing Partner. Ms. Chambers is a partner in Calderwood & Harkness's White Collar Defense and Investigations practice. Ms. Chambers will oversee all billing, budgeting, and financial aspects of the engagement, including the preparation and review of monthly invoices, the management of engagement economics, and communication with the Company regarding budgetary matters. Ms. Chambers will also contribute substantively to the Investigation as needed.
Steven Hollander — Lead Associate. Mr. Hollander is a senior associate in Calderwood & Harkness's White Collar Defense and Investigations practice. Mr. Hollander will be responsible for the day-to-day management of the Investigation, including the coordination of witness interviews, the supervision of document review, the management of the forensic accounting workstream with Pinnacle Forensic Advisory LLC, the preparation and management of government document productions, and regular communication with the Company's in-house legal team regarding investigation logistics and progress.
Jasmine Thornton — Working Associate. Ms. Thornton is an associate in Calderwood & Harkness's White Collar Defense and Investigations practice. Ms. Thornton will assist Mr. Hollander with all aspects of the Investigation, including document review, the preparation of memoranda and analyses, coordination with the forensic accounting workstream, and the preparation of witness interview outlines and summaries.
The Firm reserves the right to assign additional associates, counsel, and professional staff to this engagement as warranted by the scope and demands of the work, including contract attorneys for large-scale document review. The Firm will provide prior notice to the Company before assigning any additional timekeepers whose hourly rates exceed those set forth in Exhibit A.
The primary client contact for this engagement shall be Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp. All substantive communications, strategic recommendations, and deliverables will be directed to Ms. Sung unless the Company designates an alternative contact in writing.
4. Fee Arrangements
4.1 Hourly Rates
Calderwood & Harkness will bill for services rendered in connection with this engagement at the Firm's standard hourly rates for partners, associates, counsel, and legal support staff. A schedule of current hourly rates for the principal members of the engagement team and other timekeeper categories is attached hereto as Exhibit A and incorporated herein by reference.
The rates set forth in Exhibit A are the Firm's current standard rates as of the date of this Engagement Letter. Calderwood & Harkness reserves the right to adjust its standard hourly rates periodically, typically on an annual basis effective January 1 of each calendar year. The Company will receive not less than thirty (30) days' advance written notice of any rate adjustments. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.
4.2 Estimated Fees
Based on the Firm's current understanding of the scope and complexity of the Investigation and the related government inquiries, Calderwood & Harkness estimates that total professional fees for the engagement will range from approximately $4,500,000 to $6,200,000. This estimate is provided for planning purposes only and is not a cap or guarantee. Actual fees may vary significantly depending on a number of factors, including but not limited to:
(a) the scope and complexity of the Investigation as it develops, including any expansion of the investigation's scope necessitated by new facts or allegations uncovered during the course of the work;
(b) the extent and nature of the Company's cooperation obligations with the SEC and DOJ, including the scope of document production requests, the number and nature of follow-up inquiries, and any testimony requirements;
(c) the total volume of documents and electronic data subject to collection, processing, review, and production;
(d) the number and complexity of witness interviews, including travel requirements for interviews conducted in Canada, the Republic of Ganara, and other locations; and
(e) the Company's decision regarding voluntary self-disclosure to the DOJ, which, if pursued, may require substantial additional work to prepare a comprehensive disclosure.
The foregoing estimate does not include the professional fees of Pinnacle Forensic Advisory LLC, which are separately estimated at approximately $1,800,000 to $2,400,000 for the forensic accounting workstream. Pinnacle will invoice the Company directly for its services, with copies of invoices provided to Calderwood & Harkness for review and approval. The estimate also does not include the fees and expenses of Marlowe Asset Management Digital Forensics Inc., which will be billed separately based on data volumes and processing requirements. Calderwood & Harkness will work with the Company to monitor and manage the costs of these third-party vendors throughout the engagement.
4.3 Expenses
In addition to professional fees, Calderwood & Harkness will bill the Company for reasonable out-of-pocket expenses incurred in connection with this engagement, including but not limited to: travel expenses (airfare, hotel, ground transportation, and meals); document reproduction and production costs; courier and delivery charges; telecommunications charges (including international calls and secure communications); filing fees and similar costs; and charges for outside services such as translation, transcription, and interpreting.
The Company acknowledges that the Investigation may require multiple trips to the Republic of Ganara for the purpose of conducting witness interviews, site visits to the Kousseri and Dembélé concession areas, and meetings with Ganaran local counsel. Travel to the Republic of Ganara may involve significant and unusual expenses, including but not limited to business-class airfare, security arrangements, in-country transportation, and interpreter services. Calderwood & Harkness will endeavor to manage travel costs prudently and will obtain the Company's approval before incurring any single travel-related expense exceeding $25,000.
All expenses will be billed at cost, without markup, and will be itemized on monthly invoices.
4.4 Billing and Payment
Calderwood & Harkness will submit invoices to the Company on a monthly basis, in arrears, for professional fees and expenses incurred during the preceding calendar month. Payment is due within thirty (30) days of the date of each invoice. Invoices that remain unpaid for more than sixty (60) days from the invoice date may be subject to a late payment charge of one and one-half percent (1.5%) per month on the outstanding balance, to the extent permitted by applicable law.
Invoices will contain sufficient detail to permit the Company to evaluate the nature and scope of services rendered, including descriptions of activities performed, the identity of timekeepers, and the hours billed by each timekeeper, while preserving the attorney-client privilege and work product protections applicable to the underlying work. At the Company's request, Calderwood & Harkness will provide supplemental detail regarding any invoice, subject to privilege considerations.
4.5 Retainer
No advance retainer is required in connection with this engagement. The Company will be billed for services and expenses on a monthly basis as described in Section 4.4 above. Calderwood & Harkness reserves the right to request an advance retainer or evergreen retainer deposit in the future if the Company's payment history so warrants, upon reasonable written notice.
5. Attorney-Client Privilege and Work Product Protection
5.1 Privilege Framework
All communications between Calderwood & Harkness and Torchlight Mining Corp., and between Calderwood & Harkness and the Company's officers, directors, and employees acting in their corporate capacities, in connection with this engagement are intended to be protected by the attorney-client privilege. The Company should mark all written communications to the Firm as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" to help ensure that the privileged nature of such communications is preserved.
All memoranda, analyses, reports, interview summaries, chronologies, presentations, and other work product generated by Calderwood & Harkness in connection with this engagement are protected by the attorney work product doctrine, including both "fact" work product and "opinion" work product as those terms are understood under applicable law. The protections of the work product doctrine extend to materials prepared in anticipation of litigation and in connection with the Investigation.
The attorney-client privilege and the work product protection belong exclusively to Torchlight Mining Corp. as the client. Only the Company, acting through its Board of Directors, Audit Committee, or duly authorized officer, may waive these protections. No individual officer, director, or employee of the Company has the authority to waive the Company's privilege on their own behalf.
5.2 Upjohn/Corporate Miranda Protocols
In conducting the Investigation, Calderwood & Harkness will interview current and former officers, directors, employees, and agents of Torchlight, TGH, and TGM. At the outset of each interview, the Firm will provide Upjohn warnings (also referred to as "corporate Miranda" warnings) to the interviewee. Specifically, each interviewee will be informed that:
(a) Calderwood & Harkness represents Torchlight Mining Corp. The Firm does not represent the interviewee in their personal or individual capacity.
(b) The purpose of the interview is to gather facts in order to provide legal advice to the Company. The interview is protected by the attorney-client privilege, but the privilege belongs to the Company, not to the individual interviewee.
(c) The Company may elect, in its sole discretion, to waive the privilege and disclose the substance of the interview, including the interviewee's statements, to third parties, including the U.S. Department of Justice, the U.S. Securities and Exchange Commission, and other government authorities.
(d) The interviewee should consult with their own personal legal counsel if they believe they may need personal legal representation in connection with the matters being discussed. The Company's counsel cannot provide legal advice to the interviewee regarding their personal legal exposure.
The Upjohn warnings will be delivered orally at the beginning of each interview and will be documented in the interview memorandum prepared by the Firm. In appropriate cases, the Firm may also provide a written summary of the warnings to the interviewee prior to the interview.
5.3 Engagement of Agents Under Privilege
Pinnacle Forensic Advisory LLC has been retained at the direction of and under the supervision of Calderwood & Harkness for the purpose of providing expert forensic accounting assistance in connection with this engagement. Pinnacle's engagement is structured to preserve the protections of the attorney-client privilege and the work product doctrine with respect to its analyses, reports, and communications with the Firm. All communications between the Firm and Pinnacle relating to this engagement are intended to be privileged and confidential, and Pinnacle's work product is intended to constitute attorney work product to the extent prepared at the direction of counsel and in anticipation of litigation or in connection with the provision of legal advice.
Marlowe Asset Management Digital Forensics Inc. has been retained at the direction of and under the supervision of Calderwood & Harkness to provide e-discovery services in connection with this engagement. Marlowe Asset Management's services include the forensic collection of electronic data, the processing and hosting of documents for review, and the preparation of production sets. Similar privilege protections are intended to apply to Marlowe Asset Management's work product and communications with the Firm.
The Company should not communicate directly with Pinnacle or Marlowe Asset Management regarding substantive matters related to the Investigation without the involvement of Calderwood & Harkness, in order to preserve the integrity of the privilege framework.
5.4 Common Interest Arrangements
In order to facilitate the sharing of privileged communications and work product among counsel representing Torchlight in connection with the matters described herein, Calderwood & Harkness may enter into common interest agreements or joint defense agreements with other counsel advising the Company, including without limitation a common interest agreement with Bartlett Keene & Ostrander LLP relating to overlapping issues of U.S. and Canadian anti-corruption law. Any such common interest agreement will be negotiated and executed separately from this Engagement Letter and will be designed to preserve the privileged nature of shared communications while enabling efficient coordination among counsel.
The Company's consent to the Firm's entry into such common interest arrangements is confirmed by the Company's execution of this Engagement Letter. The Firm will provide the Company with copies of any common interest agreements executed in connection with this engagement.
5.5 Privilege Considerations in Government Cooperation
The Company acknowledges that the decision whether to disclose privileged materials or work product to the DOJ, the SEC, or any other government authority — including in connection with a potential voluntary self-disclosure under the DOJ's Corporate Enforcement Policy — is a significant strategic decision with potentially far-reaching consequences. Any such disclosure may constitute a waiver of the attorney-client privilege and/or work product protection with respect to the materials disclosed, and may have implications for the Company's ability to assert privilege in other proceedings, including civil litigation.
Accordingly, any decision to disclose privileged materials or work product to any government authority will be made solely by Torchlight Mining Corp., acting through its Board of Directors, Audit Committee, or duly authorized officer, after full consultation with Calderwood & Harkness and after consideration of the strategic implications of such disclosure. Calderwood & Harkness will provide the Company with its professional judgment regarding the advisability of any such disclosure, but the ultimate decision rests with the Company.
6. Document Preservation and Litigation Hold
In light of the pending SEC investigation, the DOJ preliminary inquiry, and the Company's own internal Investigation, the Company has an affirmative legal obligation to preserve all documents and electronically stored information ("ESI") that may be relevant to these matters. Failure to preserve relevant materials could result in spoliation sanctions, adverse inference instructions, obstruction of justice charges, or other serious consequences.
Calderwood & Harkness will prepare and assist in the distribution of a comprehensive litigation hold notice (the "Hold Notice") to all relevant custodians at Torchlight, TGH, and TGM. The Hold Notice will instruct each custodian to preserve all documents, communications, financial records, and electronic data in their possession, custody, or control that relate to any of the matters described in Section 2 of this Engagement Letter, including but not limited to:
(a) all documents and communications relating to Torchlight's operations in the Republic of Ganara, including the Kousseri and Dembélé projects;
(b) all documents and communications relating to Crestfield Advisory Partners Ltd., Jean-Philippe Renard, or any other intermediary, consultant, or agent retained in connection with Ganaran operations;
(c) all documents and communications relating to the Ganaran government officials identified in Section 2.1, including Hon. Boubacar Diallo, Amadou Traoré, and Col. Ibrahim Konaté, and any other Ganaran government official with whom Torchlight, TGH, or TGM has had contact;
(d) all financial records, including bank statements, wire transfer records, payment authorizations, invoices, expense reports, and accounting entries, relating to payments made in connection with Ganaran operations;
(e) all documents and communications stored on personal devices (including personal mobile phones, tablets, and laptop computers) and personal email accounts (including personal Northgate Software, Cascade Health IT, Outlook, and other accounts) to the extent used for Company business relating to Ganaran operations; and
(f) all documents and communications relating to the Company's anti-corruption compliance program and policies.
The preservation period covered by the Hold Notice will extend from January 1, 2018 to the present, and the hold will remain in effect until further notice from the Firm or the Company.
As of the date of this Engagement Letter, twenty-three (23) custodians have been preliminarily identified for purposes of the litigation hold and document collection, consisting of twelve (12) current employees, four (4) former employees, and seven (7) shared or departmental mailboxes (including the Africa Operations shared mailbox, the TGM Country Manager mailbox, and the TGM Finance Department shared drive). The list of custodians may be expanded or refined as the Investigation progresses.
The estimated total data volume subject to collection and preservation is approximately 1.625 terabytes (TB), consisting of:
•  Approximately 1.2 TB of email data (Exchange server archives and cloud-based email);
•  Approximately 340 GB of financial systems data (Aldermere Services Inc. records, banking platform exports, and related data); and
•  Approximately 85 GB of shared-drive documents (Aldermere Systems, network file shares, and local drives).
Torchlight has an affirmative and continuing obligation to preserve all potentially relevant materials and to ensure that no such materials are destroyed, altered, discarded, or rendered inaccessible, whether through routine document retention/destruction processes, system migrations, hardware disposal, or any other means. The Company should immediately suspend any automatic deletion protocols or document destruction schedules that might affect potentially relevant materials. Calderwood & Harkness will work with the Company's IT department and with Marlowe Asset Management Digital Forensics Inc. to implement appropriate technical measures to ensure comprehensive preservation.
7. Reporting
Calderwood & Harkness will report on the progress of the Investigation and the status of the government inquiries to Patricia Sung, General Counsel & Corporate Secretary, and to the Audit Committee of the Board of Directors (chaired by Dr. Eleanor Fiske, with members Warren Ogilvy and Marguerite Chen), as directed by the Company.
The following milestones and deliverables are currently anticipated:
(a) Interim Investigation Report. An interim report on the Investigation's findings and status will be presented to the Audit Committee on or about May 15, 2025. This report will summarize the investigation activities completed to date, preliminary factual findings, key areas of concern, and the anticipated timeline for completion of the Investigation.
(b) Voluntary Self-Disclosure Recommendation. A formal recommendation regarding whether the Company should make a voluntary self-disclosure to the DOJ under its Corporate Enforcement Policy will be delivered to the Audit Committee on or about June 30, 2025. This recommendation will include an analysis of the strategic considerations, the potential benefits and risks, and the Firm's professional judgment regarding the advisable course of action.
(c) Periodic Status Updates. In addition to the foregoing milestones, Calderwood & Harkness will provide periodic oral and written status updates to the Company at mutually agreed intervals. It is anticipated that the Firm will provide weekly written status memoranda to Ms. Sung and will participate in monthly telephonic or in-person update sessions with the Audit Committee. The frequency and format of these updates may be adjusted as circumstances warrant.
All investigation reports and status updates will be marked as privileged and confidential attorney-client communications and/or attorney work product, and will be distributed only to those individuals authorized by the Company to receive such materials.
8. Conflicts of Interest
Calderwood & Harkness has conducted a comprehensive conflicts check in accordance with the Firm's standard procedures and with the requirements of the New York Rules of Professional Conduct. Based on this conflicts check, the Firm is not aware of any conflict of interest that would preclude its representation of Torchlight Mining Corp. in connection with this engagement.
Calderwood & Harkness does not currently represent, and has not within the past three (3) years represented, any individual officer, director, employee, or agent of Torchlight, TGH, or TGM in their personal capacity in connection with any matter related to the subject of this engagement. The Firm does not currently represent Crestfield Advisory Partners Ltd., Jean-Philippe Renard, or any Ganaran government official.
The Company is aware that certain investigation subjects have retained personal counsel, as follows:
(a) Marcus Delacroix is represented by Whitmore & Sharpe LLP (lead counsel: Helen Whitmore, Esq.) in connection with matters arising from and related to the Investigation.
(b) Raymond Osei-Bonsu is represented by Okoro Law Chambers (lead counsel: Barrister Emeka Okoro) in connection with matters arising from and related to the Investigation.
Calderwood & Harkness will communicate with Messrs. Delacroix and Osei-Bonsu through their respective counsel to the extent required by applicable rules of professional conduct.
If an actual or potential conflict of interest arises during the course of this engagement, Calderwood & Harkness will promptly notify the Company in writing and will take appropriate steps to address the conflict, which may include the implementation of ethical screens, the engagement of separate counsel for particular aspects of the matter, or, if necessary, withdrawal from the representation. The Company acknowledges that in certain circumstances, the resolution of a conflict may require the Firm's withdrawal from the engagement in its entirety.
9. Insurance Coordination
Torchlight maintains a directors' and officers' liability insurance policy (the "D&O Policy") with Dalton & Mercer Inc., Policy No. DM-0092-FCPA-2024, which provides coverage for, among other things, defense costs and liabilities arising from regulatory investigations and enforcement actions. The D&O Policy has limits of $50,000,000 per occurrence and $100,000,000 in the aggregate, subject to a self-insured retention of $2,500,000.
Calderwood & Harkness will assist the Company in coordinating timely notice of the Investigation, the SEC investigation, and the DOJ inquiry to Dalton & Mercer Inc. under the D&O Policy, in accordance with the notice provisions of the policy. The Firm will also assist the Company in managing coverage-related communications with Dalton & Mercer, including responding to any coverage questionnaires or information requests, to the extent directed by the Company. All communications with Dalton & Mercer regarding coverage will be conducted in a manner designed to preserve the attorney-client privilege and work product protections applicable to the Investigation.
The Company is advised to review the D&O Policy carefully, including any provisions relating to the selection of defense counsel, the allocation of defense costs between covered and non-covered matters, cooperation obligations, and the consequences of late notice. Calderwood & Harkness is available to assist the Company in analyzing these provisions upon request.
10. Ethical Obligations and Regulatory Considerations
Calderwood & Harkness LLP is a law firm organized under the laws of the State of New York and admitted to practice law in the State of New York. The Firm and its attorneys are subject to the New York Rules of Professional Conduct, as adopted by the Appellate Division of the Supreme Court of the State of New York, effective April 1, 2009, as amended.
This engagement involves significant cross-border and multi-jurisdictional considerations. The matters under investigation implicate, among other things, U.S. federal law (including the Foreign Corrupt Practices Act, the federal securities laws, and the federal criminal code), Canadian federal law (including the Canada Business Corporations Act, the Corruption of Foreign Public Officials Act, and applicable Canadian securities regulations), British Virgin Islands corporate law, and the laws of the Republic of Ganara (including the Ganaran Mining Code, the Ganaran Environmental Protection Act, and the Ganaran Penal Code).
Calderwood & Harkness is admitted to practice law in the State of New York and before the federal courts of the United States. The Firm is not admitted to practice law in Canada, the British Virgin Islands, the Republic of Ganara, or any other foreign jurisdiction. Accordingly, the Firm will not provide legal advice on the laws of any jurisdiction in which it is not admitted to practice without the involvement of appropriately qualified local counsel admitted in the relevant jurisdiction. As described in Section 2.4, the Company has retained separate local counsel in Canada, the BVI, and the Republic of Ganara, and Calderwood & Harkness will coordinate with such counsel to ensure that the Company receives comprehensive legal advice across all relevant jurisdictions.
11. Termination
Either party may terminate this engagement upon reasonable written notice to the other party. In the event of termination by the Company, Torchlight will remain responsible for the payment of all professional fees and expenses incurred by Calderwood & Harkness through the effective date of termination, as well as any fees and expenses that are reasonably incurred thereafter in connection with the orderly transition of the engagement.
In the event of termination, whether by the Company or by the Firm, Calderwood & Harkness will take all reasonable steps to protect the Company's interests pending the transition of the engagement, including:
(a) cooperating in the orderly transition of files, work product, and client materials to successor counsel designated by the Company;
(b) providing reasonable assistance to successor counsel in familiarizing themselves with the status of the Investigation and the government inquiries;
(c) taking such steps as are necessary to comply with any outstanding obligations to the SEC, DOJ, or other government authorities, to the extent such obligations cannot be deferred pending the engagement of successor counsel; and
(d) preserving all client files and work product in accordance with the Firm's document retention policies and applicable rules of professional conduct.
The Firm's obligations under this Engagement Letter with respect to confidentiality, privilege, and the protection of client information shall survive the termination of the engagement.
12. Limitation of Liability
To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to the Company for any and all claims, losses, damages, costs, and expenses arising out of or relating to this engagement, whether based in contract, tort, negligence, strict liability, or otherwise, shall not exceed the total amount of professional fees actually paid by the Company to Calderwood & Harkness in connection with this engagement. This limitation of liability does not apply to claims arising from the Firm's willful misconduct, gross negligence, or fraud.
The Company acknowledges that the Investigation involves inherently uncertain factual and legal issues, and that the outcome of the SEC investigation, the DOJ inquiry, and any related proceedings cannot be guaranteed. Calderwood & Harkness makes no representations or warranties regarding the outcome of the Investigation or any government proceedings, and the Firm shall not be liable for any adverse outcome in such proceedings.
13. Governing Law and Dispute Resolution
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, including any dispute regarding the Firm's fees or the scope of services rendered, shall be submitted to binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules, before a single arbitrator located in the Borough of Manhattan, City and State of New York. The arbitrator shall be a retired judge or experienced attorney with expertise in legal malpractice and fee disputes. The decision of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or preliminary injunctive relief from a court of competent jurisdiction in the State of New York to preserve the status quo pending arbitration.
14. Entire Agreement and Amendments
This Engagement Letter, together with Exhibit A attached hereto, constitutes the entire agreement between Calderwood & Harkness LLP and Torchlight Mining Corp. with respect to the engagement described herein, and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof.
This Engagement Letter may not be amended, modified, or supplemented except by a written instrument executed by both Calderwood & Harkness LLP and Torchlight Mining Corp. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the waiving party. A waiver of any provision on one occasion shall not be deemed a waiver of such provision on any subsequent occasion.
15. Acceptance
We are grateful for the opportunity to represent Torchlight Mining Corp. in connection with this important matter. We are committed to conducting a thorough, independent, and efficient investigation and to providing the Company with the highest quality legal advice throughout this engagement.
If the foregoing terms are acceptable, please indicate your agreement by signing and returning the enclosed copy of this Engagement Letter. We recommend that the Company retain a fully executed copy for its records.
Please do not hesitate to contact me or Victoria Chambers should you have any questions regarding this Engagement Letter or any aspect of the engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Conrad Ashby
Title: Partner, White Collar Defense & Investigations
Date: March 5, 2025
ACKNOWLEDGED AND AGREED:
TORCHLIGHT MINING CORP.
By: ________
Name: Patricia Sung
Title: General Counsel & Corporate Secretary
Date: ________
EXHIBIT A
SCHEDULE OF HOURLY RATES Effective March 5, 2025
The following schedule sets forth the current standard hourly rates for the principal members of the Calderwood & Harkness LLP engagement team and other timekeeper categories applicable to this engagement (Matter No. 1039-00005):
Notes:
1.  The rates set forth above are Calderwood & Harkness's standard rates as of March 5, 2025. These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Company will receive not less than thirty (30) days' advance written notice of any rate adjustments.
2.  The rates for "Other Partners," "Other Senior Associates," "Other Associates," "Of Counsel," "Senior Paralegals," "Paralegals," "Litigation Support / E-discovery Analysts," and "Contract Attorneys" reflect the range of rates applicable to the respective categories. The specific rate for each timekeeper will be identified on each monthly invoice.
3.  The rates set forth above do not include the fees of Pinnacle Forensic Advisory LLC or Marlowe Asset Management Digital Forensics Inc., which will be billed separately pursuant to their own engagement terms.
4.  Time is recorded and billed in increments of one-tenth (0.1) of an hour.
cc: (via email, Privileged and Confidential)
Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp. Dr. Eleanor Fiske, Chair, Audit Committee, Board of Directors, Torchlight Mining Corp. Victoria Chambers, Partner, Calderwood & Harkness LLP
Timekeeper | Title / Category | Hourly Rate (USD)
Conrad Ashby | Partner, White Collar Defense & Investigations | $1,850
Victoria Chambers | Partner, White Collar Defense & Investigations | $1,725
Steven Hollander | Senior Associate, White Collar Defense & Investigations | $1,150
Jasmine Thornton | Associate, White Collar Defense & Investigations | $925
Other Partners | Partner (various practice areas) | $1,500 – $1,950
Other Senior Associates | Senior Associate (7+ years) | $1,050 – $1,250
Other Associates | Associate (3–6 years) | $825 – $1,025
Other Associates | Associate (1–2 years) | $650 – $800
Of Counsel | Counsel / Of Counsel | $1,100 – $1,450
Senior Paralegals | Senior Paralegal / Legal Analyst | $475 – $575
Paralegals | Paralegal | $350 – $450
Litigation Support / E-discovery Analysts | Litigation Support Specialist | $300 – $425
Contract Attorneys | Contract Review Attorney (document review) | $225 – $375

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

TORCHLIGHT MINING CORP.

EXHIBIT A

Record

Parties

Dates

Amounts