1039-00005 · Torchlight Mining Corp · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

825 Eighth Avenue, 42nd Floor New York, New York 10019, USA

Telephone: (212) 455-7800 Facsimile: (212) 455-7801 www.calderwoodharkness.com

March 12, 2025

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT

C&H Matter No.: 1039-00005

Dr. Leonard Strauss, CPA, CFF Engagement Partner Pinnacle Forensic Advisory LLC 1700 Market Street, Suite 1200 Philadelphia, Pennsylvania 19103, USA

Dear Dr. Strauss:

1. Purpose and Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Torchlight Mining Corp. ("Torchlight" or "TMC"), a Canadian corporation organized under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, headquartered at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada, with common shares listed on the Toronto Stock Exchange (ticker: TMC) and American Depositary Receipts listed on the New York Stock Exchange (ticker: TRCH), hereby retains Pinnacle Forensic Advisory LLC ("Pinnacle" or the "Firm") to provide forensic accounting and financial advisory services in connection with the matters described more fully herein (the "Engagement").

Pinnacle is being retained at the direction of, and at the request of, counsel in connection with C&H's provision of legal advice to Torchlight. The Engagement is made in anticipation of litigation and for the purpose of assisting counsel in rendering legal advice to Torchlight. The Engagement concerns an internal investigation into potential violations of the United States Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), which is being conducted by C&H at the direction of the Audit Committee of Torchlight's Board of Directors (the "Audit Committee"). The internal investigation (the "Investigation") was authorized by a resolution of the Audit Committee adopted on February 28, 2025, and C&H was engaged as independent outside counsel to conduct the Investigation on March 5, 2025.

All work product generated by Pinnacle in connection with this Engagement shall be prepared under the protection of, and is intended to be shielded by, the attorney-client privilege and the attorney work product doctrine. Nothing in this letter is intended to waive, and no action taken pursuant to this letter shall constitute a waiver of, any privilege or protection applicable to the Investigation, including but not limited to the attorney-client privilege, the work product doctrine, or any other applicable privilege or immunity.

Dr. Leonard Strauss shall serve as the Engagement Partner for Pinnacle and shall have primary responsibility for the direction and supervision of Pinnacle's work under this Engagement.

2. Background

The following background is provided to Pinnacle for the limited purpose of contextualizing the scope of the Engagement. This background is based upon information currently available to C&H and is provided subject to the attorney-client privilege and attorney work product protections described in this letter.

2.1 Torchlight Mining Corp. — Overview. Torchlight is a diversified mining company that operates copper, cobalt, and rare-earth mining operations across four countries, including Canada, the Republic of Ganara, Chile, and Australia. For the fiscal year ended December 31, 2024 ("FY2024"), Torchlight reported total consolidated revenues of approximately CAD $2.1 billion. Torchlight is a reporting issuer under Canadian securities laws and is subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended, by virtue of its NYSE-listed American Depositary Receipts.

2.2 West African Operations. Torchlight's West African operations are centered in the Republic of Ganara ("Ganara"), a sovereign nation in the West African sub-region. During FY2024, Torchlight's Ganaran operations generated approximately CAD $387 million in revenue, representing approximately 18.4% of Torchlight's total consolidated revenue for that period. Torchlight's operations in Ganara include the Kousseri Copper-Cobalt Complex, a producing mine located in the Kousseri Province, and the Dembélé Rare Earths Project, an exploration and development-stage project located in the Dembélé Region.

2.3 West African Subsidiary Structure. Torchlight's West African operations are conducted through two wholly-owned subsidiaries:

(a) Torchlight Ganara Holdings Ltd. ("TGH"), a corporation organized under the laws of the British Virgin Islands, with its registered office at Wickhams Cay II, Suite 408, Road Town, Tortola, British Virgin Islands. TGH serves as the intermediate holding company for Torchlight's Ganaran operations and maintains its primary operating accounts at Meridian Commercial Bank (BVI) (Account No. 7740-2281-0056).

(b) Torchlight Ganara Mining S.A. ("TGM"), an operating entity organized under the laws of the Republic of Ganara, located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara. TGM is the principal operating subsidiary that holds the mining licenses and conducts day-to-day mining operations in Ganara. TGM maintains local currency operating accounts at Regency International Bank (Ganara) (Account No. GAN-4419-8837).

2.4 Government Proceedings. On January 22, 2025, the United States Securities and Exchange Commission (the "SEC") commenced a formal order of investigation concerning Torchlight's operations in the Republic of Ganara (File No. HO-14892). On February 3, 2025, the SEC served a document subpoena on Torchlight pursuant to the formal order of investigation, requesting the production of documents relating to, among other things, payments made to government officials in Ganara in connection with mining permits and environmental approvals. Separately, on February 14, 2025, the United States Department of Justice (the "DOJ") sent a voluntary document preservation request to Torchlight, requesting that Torchlight preserve all documents and communications relating to its Ganaran operations and any payments to government officials or intermediaries in Ganara for the period January 1, 2017 through the present.

2.5 C&H's Engagement and the Investigation. C&H's engagement as counsel to Torchlight in connection with these matters was formalized on March 5, 2025. C&H is conducting an internal investigation on behalf of Torchlight, at the direction of the Audit Committee, into the facts and circumstances underlying the SEC and DOJ inquiries. The Investigation centers on approximately $4.73 million in payments made between 2019 and 2024 through Torchlight's West African subsidiaries (TGH and TGM) to government officials and intermediaries in connection with mining permits and environmental approvals in the Republic of Ganara. These payments are suspected to have been made in potential violation of the anti-bribery and books-and-records provisions of the FCPA.

3. Scope of Services

Pinnacle shall provide forensic accounting, financial analysis, and advisory services as directed by C&H in connection with the Investigation, including but not limited to the following categories of work. In performing the services described below, Pinnacle shall exercise the professional care, skill, and diligence expected of a qualified forensic accounting firm engaged in matters of this nature. All services shall be performed at the direction of, and subject to the supervision of, C&H counsel.

3.1 Forensic Review of TGH Financial Records

Pinnacle shall conduct a comprehensive forensic review of the financial records of Torchlight Ganara Holdings Ltd. for the period January 1, 2019 through December 31, 2024 (the "Review Period"). This review shall include, but not be limited to, the following:

(a) A detailed analysis of all wire transfers and payments originating from or received into TGH's account at Meridian Commercial Bank (BVI) (Account No. 7740-2281-0056) during the Review Period, including the identification of all payees, beneficiaries, intermediary banks, and correspondent accounts involved in such transactions.

(b) The tracing of funds disbursed by TGH to third-party consultants, intermediaries, agents, and other parties, with a particular focus on identifying the ultimate recipients of such funds and the stated purposes for which such payments were made.

(c) A review and analysis of TGH's general ledger entries, journal entries, accounts payable records, and supporting documentation for all material disbursements during the Review Period.

(d) An assessment of the adequacy and accuracy of TGH's books and records, including an evaluation of whether transactions were properly recorded and classified in accordance with applicable accounting standards and Torchlight's internal accounting policies.

3.2 Forensic Review of TGM Financial Records

Pinnacle shall conduct a comprehensive forensic review of the financial records of Torchlight Ganara Mining S.A. for the Review Period. This review shall include, but not be limited to, the following:

(a) A detailed analysis of all transactions through TGM's account at Regency International Bank (Ganara) (Account No. GAN-4419-8837) during the Review Period, including incoming funds from TGH and outgoing payments to vendors, consultants, government entities, and other third parties.

(b) A focused examination of all cash withdrawals coded under general ledger account GL 7450 ("Community Relations Expenses"), which totaled approximately $890,000 over the Review Period. This examination shall include a review of all available supporting documentation for such withdrawals, an assessment of the stated purposes for which such cash was withdrawn, and an analysis of whether such withdrawals were properly authorized, documented, and recorded.

(c) A review of in-kind benefits provided to third parties, including vehicle purchases and travel expenditures booked across general ledger accounts GL 7200 ("Equipment and Vehicle Purchases — Non-Operational") and GL 7310 ("Travel and Entertainment — External"), which totaled approximately $630,000 over the Review Period. This review shall include the identification of the recipients of such in-kind benefits and an assessment of whether such benefits were properly authorized, documented, and recorded.

(d) A review and analysis of TGM's general ledger entries, journal entries, accounts payable records, procurement records, and supporting documentation for all material disbursements during the Review Period.

3.3 Analysis of Crestfield Advisory Partners Ltd. Invoices and Payments

Pinnacle shall conduct a detailed forensic review and analysis of all invoices submitted by Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated under the laws of the Republic of Mauritius, with its registered office at 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius, to TGH pursuant to a Government Relations Advisory Agreement dated April 12, 2019 (the "Crestfield Agreement"). Pinnacle's review shall encompass the following:

(a) Invoice Review. Pinnacle shall review all twenty-four (24) invoices submitted by Crestfield to TGH during the Review Period, which total $3,210,000 in the aggregate. The annual breakdown of invoices submitted is as follows:

(i) Calendar year 2019: three (3) invoices totaling $420,000; (ii) Calendar year 2020: four (4) invoices totaling $575,000; (iii) Calendar year 2021: five (5) invoices totaling $680,000; (iv) Calendar year 2022: four (4) invoices totaling $610,000; (v) Calendar year 2023: five (5) invoices totaling $590,000; and (vi) Calendar year 2024 through October 2024: three (3) invoices totaling $335,000.

(b) Comparison Against Contractual Maximums. Pinnacle shall perform a detailed comparison of actual invoiced amounts against the contractual fee maximums set forth in the Crestfield Agreement. Based upon preliminary information provided by C&H, the Crestfield Agreement provides for the following fee structure:

(i) A monthly retainer of $15,000 per month, which, over the sixty-six (66) months of the Review Period during which the Crestfield Agreement was in effect, would yield a maximum retainer amount of $990,000; (ii) Success fees of $100,000 per mining permit or environmental approval obtained with Crestfield's assistance, with five (5) such permits having been obtained during the Review Period, yielding a maximum success fee amount of $500,000; (iii) Quarterly expense reimbursement capped at $25,000 per quarter, which, over the twenty-two (22) full quarters during the Review Period, would yield a maximum reimbursable expense amount of $550,000; and (iv) A total contractual maximum of $2,040,000.

Pinnacle shall quantify and analyze the $1,170,000 excess of actual invoiced amounts ($3,210,000) over the contractual maximum ($2,040,000) and shall seek to identify the nature, justification (if any), and authorization for such excess charges.

(c) Invoice Approval Chain Analysis. Pinnacle shall review the approval documentation associated with each of the twenty-four (24) Crestfield invoices and shall assess compliance with Torchlight's Delegation of Authority Policy (the "DOA Policy"). Preliminary information provided by C&H indicates that under the DOA Policy, any expenditure exceeding $50,000 requires dual approval by two authorized signatories. Pinnacle shall determine which invoices exceeded the $50,000 single-approval threshold and whether appropriate dual approval was obtained. Preliminary identification suggests that fourteen (14) of the twenty-four (24) invoices exceeded $50,000 and were approved by a single individual without the required second approval.

(d) Downstream Payment Tracing. To the extent that records and data permit, Pinnacle shall trace the proceeds of payments made to Crestfield to downstream recipients, including any payments by Crestfield to Ganaran government officials, their family members, or entities associated with such officials.

3.4 Wire Transfer Analysis

Pinnacle shall reconstruct and analyze wire transfer records from Meridian Commercial Bank (BVI) and Regency International Bank (Ganara) for the Review Period. This analysis shall include, but not be limited to, the following:

(a) Identification of all wire transfers to or for the benefit of Crestfield Advisory Partners Ltd. or its principal, Jean-Philippe Renard, a French national believed to be the sole beneficial owner and managing director of Crestfield, including transfers to any accounts controlled by or associated with Mr. Renard.

(b) Identification of all wire transfers to or for the benefit of any Ganaran government official or governmental entity, or any person or entity known or suspected to be associated with such officials, including but not limited to the individuals identified in Section 3.7 below.

(c) Identification of any wire transfers that display characteristics commonly associated with suspicious or potentially improper transactions, including but not limited to: transfers to jurisdictions that are not consistent with the stated purpose of the payment; transfers involving intermediary accounts or pass-through entities with no apparent business justification; transfers structured to avoid reporting thresholds or internal approval requirements; and transfers that lack adequate supporting documentation.

3.5 Cash Disbursement Analysis

Pinnacle shall review and analyze all cash withdrawals and disbursements from TGM's Regency International Bank account (Account No. GAN-4419-8837) during the Review Period, with particular emphasis on the following:

(a) All withdrawals booked under GL 7450 ("Community Relations Expenses"), which totaled approximately $890,000 over the Review Period. Pinnacle shall assess the adequacy and authenticity of supporting documentation for such disbursements, including receipts, authorization forms, and descriptions of the community relations activities purportedly funded by such withdrawals.

(b) An assessment of whether cash disbursements were properly authorized in accordance with the DOA Policy and TGM's local operating procedures, including the identification of any disbursements that were authorized by individuals acting outside their delegated authority.

(c) An examination of procurement records related to in-kind benefits, including vehicle purchases and travel arrangements, to determine whether such benefits were provided to third parties, including government officials, and whether such benefits were properly authorized, documented, and recorded in TGM's books and records.

(d) Identification of any patterns of cash withdrawals that may suggest structuring, misappropriation, or diversion of funds for improper purposes.

3.6 Timing Correlation Analysis

Pinnacle shall conduct a detailed analysis of the temporal relationship between Crestfield invoices, payments to Crestfield, cash disbursements from TGM, and the issuance dates of the five (5) mining permits and environmental approvals at issue in the Investigation. The permits and approvals are as follows:

(a) Kousseri Copper-Cobalt Complex Mining License (License No. KCC-2019-0047), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on September 14, 2019;

(b) Kousseri Environmental Impact Approval (Certificate No. ENV-KCC-2020-113), issued by the Ganaran Environmental Protection Agency on March 27, 2020;

(c) Dembélé Rare Earths Exploration License (License No. DRE-2021-0092), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on July 8, 2021;

(d) Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on February 14, 2023; and

(e) Kousseri Expansion Permit (Amendment KCC-2019-0047-A1), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on April 3, 2024.

Pinnacle's analysis shall focus on identifying patterns of invoice submission, payment activity, and cash disbursement spikes in the thirty (30) to sixty (60) day windows preceding each permit issuance date, as well as any notable payment activity immediately following such issuance dates. Pinnacle shall prepare a detailed timeline and chronology mapping financial transactions against regulatory milestones.

3.7 Payment Allocation by Recipient

To the extent determinable from available financial records, banking records, and other documentation, Pinnacle shall analyze and allocate suspected improper payments by recipient. Based upon preliminary information provided by C&H, the suspected recipients of improper payments include, but are not limited to, the following individuals:

(a) Hon. Boubacar Diallo, former Minister of Mines and Natural Resources of the Republic of Ganara, who served in that capacity from approximately 2017 to 2023. Based upon preliminary estimates, approximately $1,850,000 in suspected improper payments may have been directed to or for the benefit of Minister Diallo through Crestfield and intermediary accounts.

(b) Amadou Traoré, Director of Environmental Permitting within the Ganaran Environmental Protection Agency. Based upon preliminary estimates, approximately $620,000 in suspected improper payments may have been directed to or for the benefit of Mr. Traoré through Crestfield and direct wire transfers from TGH.

(c) Col. Ibrahim Konaté, former Regional Prefect of Kousseri Province, Republic of Ganara. Based upon preliminary estimates, approximately $340,000 in suspected improper payments may have been directed to or for the benefit of Col. Konaté in the form of cash disbursements and in-kind benefits, including vehicle purchases and travel expenditures.

(d) Other and unidentified recipients, whose identities are not yet known or confirmed by C&H, accounting for an estimated approximately $1,920,000 in suspected improper payments. Pinnacle shall endeavor to identify, to the extent possible, the ultimate recipients of such payments.

3.8 Additional Services

In addition to the foregoing, Pinnacle shall provide such other forensic accounting and advisory services as C&H may reasonably request in connection with the Investigation, including but not limited to:

(a) Preparation of summary charts, schedules, flow-of-funds diagrams, timelines, and other demonstrative exhibits as directed by C&H for use in connection with the Investigation, including for presentations to the Audit Committee, submissions to regulatory authorities, and, if necessary, for use in litigation or other proceedings.

(b) Assistance in the preparation of presentations to Torchlight's Audit Committee summarizing the findings and status of the forensic accounting analysis.

(c) Potential testimony or declarations, including expert testimony, if required in connection with any regulatory, judicial, or arbitral proceeding arising out of the matters under investigation. Any such testimony engagement shall be subject to a separate written agreement between the parties addressing the scope, terms, and compensation for such testimony services.

(d) Such other forensic accounting, financial analysis, and advisory services as C&H may reasonably request from time to time in connection with the Investigation.

4. Reporting and Communication

Pinnacle shall report exclusively to C&H in connection with this Engagement. Pinnacle's primary points of contact at C&H shall be Conrad Ashby, Responsible Partner (White Collar & Investigations Group), and Steven Hollander, Lead Associate, together with such other C&H attorneys as may be designated by Mr. Ashby from time to time. All communications, oral and written, regarding the Engagement shall be directed to C&H and shall not be directed to Torchlight, TGH, TGM, or any personnel of those entities, unless C&H specifically directs otherwise in writing.

Pinnacle shall not disclose any information obtained in connection with the Engagement to any third party, including but not limited to Torchlight or any of its affiliates, officers, directors, employees, or agents, without the prior written consent of C&H. All communications between Pinnacle and C&H shall be treated as privileged and confidential.

All draft and final reports, memoranda, analyses, workpapers, schedules, demonstratives, and other work product prepared by Pinnacle in connection with this Engagement shall be delivered to C&H and shall be prominently marked with the following legend:

"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL"

Pinnacle shall coordinate with C&H with respect to any document requests, information requests, or data requests to be directed to Torchlight, TGH, or TGM. All such requests shall be channeled through C&H, and Pinnacle shall not contact Torchlight personnel directly for the purpose of requesting documents or information without C&H's prior authorization.

5. Document and Data Access

C&H will coordinate with Torchlight's personnel to arrange access by Pinnacle to the following categories of documents and data, subject to appropriate privilege protocols and data security measures:

(a) TGH and TGM general ledger data, journal entries, trial balances, and chart of accounts for fiscal years 2019 through 2024;

(b) Bank statements, wire transfer records, debit and credit advices, and account activity reports from Meridian Commercial Bank (BVI) (Account No. 7740-2281-0056) and Regency International Bank (Ganara) (Account No. GAN-4419-8837) for the Review Period;

(c) All invoices, supporting documentation, correspondence, and contractual documents relating to Crestfield Advisory Partners Ltd., including the Crestfield Agreement dated April 12, 2019 and any amendments thereto;

(d) Torchlight's Delegation of Authority Policy, together with related approval documentation, authorization matrices, and signatory records;

(e) Procurement records, purchase orders, vendor files, and vendor qualification documentation maintained by TGM in connection with its Ganaran operations; and

(f) Relevant financial systems data, which is estimated to comprise approximately 340 gigabytes (GB) of structured and unstructured data, currently being collected and processed by Marlowe Asset Management Digital Forensics Inc. ("VDF"), C&H's e-discovery and digital forensics vendor for the Investigation.

Pinnacle shall coordinate with VDF as necessary for access to data and documents. VDF's engagement lead for this matter is Rachel Hartley. Pinnacle shall also coordinate, as directed by C&H, with Torchlight's external auditor, Clarendon Group LLP (engagement partner: Alain Beaumont), to the extent necessary for the performance of Pinnacle's services and as authorized by C&H. Any communications with Clarendon Group LLP shall be coordinated through, and approved in advance by, C&H.

6. Privilege and Confidentiality

Pinnacle acknowledges and agrees that it is being retained as a consultant and agent of C&H for the purpose of assisting C&H in rendering legal advice to Torchlight in connection with the FCPA Investigation. Pinnacle further acknowledges that the work it performs, the analyses it prepares, and the communications it has with C&H in connection with this Engagement are intended to be protected by the attorney-client privilege, the attorney work product doctrine, and any other applicable privileges or protections.

All work product prepared by Pinnacle in connection with this Engagement, including but not limited to reports, memoranda, analyses, workpapers, schedules, charts, summaries, draft documents, and notes, is intended to be protected by the attorney-client privilege and/or the attorney work product doctrine. Pinnacle shall take all reasonable steps to maintain the confidentiality and privileged nature of its work product and all information received in connection with this Engagement.

Pinnacle shall not disclose any information concerning this Engagement, including the existence of the Engagement itself, to any person or entity other than designated C&H personnel without the prior written consent of C&H. Pinnacle shall ensure that all Pinnacle personnel assigned to the Engagement are informed of and comply with the confidentiality and privilege obligations set forth in this letter.

In the event that Pinnacle receives a subpoena, court order, civil investigative demand, or other compulsory process issued by any court, governmental agency, regulatory authority, or other tribunal seeking documents or testimony related to this Engagement, Pinnacle shall:

(a) Promptly notify C&H of the receipt of such process, and in no event later than twenty-four (24) hours after receipt;

(b) Not produce any documents, data, or work product, and not provide any testimony, in response to such process without C&H's prior written authorization or a final, non-appealable order of a court of competent jurisdiction directing such production or testimony; and

Pinnacle shall implement appropriate information security measures to protect all data and work product received, generated, or maintained in connection with this Engagement, including but not limited to encryption of electronic data, restricted access controls, and secure storage of physical documents.

7. Staffing

Dr. Leonard Strauss, CPA, CFF, shall serve as the Engagement Partner for this Engagement and shall have primary responsibility for the direction, supervision, and quality control of all work performed by Pinnacle in connection with the Engagement. Dr. Strauss shall be the principal point of contact for C&H with respect to all substantive matters relating to the Engagement.

Dr. Strauss shall identify and propose to C&H for approval additional Pinnacle personnel to be assigned to the Engagement, including the names, titles, qualifications, and proposed billing rates of such personnel. Pinnacle shall notify C&H promptly of any proposed changes in staffing, including the addition or removal of personnel, and shall obtain C&H's approval before implementing any such changes. C&H reserves the right to approve all Pinnacle personnel assigned to the Engagement and to request the removal or replacement of any personnel at any time.

8. Fees and Expenses

Pinnacle's professional fees for the Engagement shall be billed on an hourly basis at Pinnacle's standard rates for forensic accounting engagements, as set forth in the attached Schedule A (Pinnacle Forensic Advisory LLC — Standard Hourly Rate Schedule). Schedule A shall be attached to the executed version of this letter and is incorporated herein by reference.

Based upon the scope of services described in Section 3 of this letter, and based upon Pinnacle's preliminary assessment of the volume and complexity of the work involved, Pinnacle estimates that total professional fees for the Engagement will be in the range of $1,800,000 to $2,400,000. This estimate is provided solely for budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or guarantee of the total fees to be incurred. Actual fees may be higher or lower than the estimated range depending upon a number of factors, including the volume and complexity of the records to be reviewed, the scope of additional services requested by C&H, the degree of cooperation received from relevant custodians and financial institutions, and the duration of the Engagement.

Pinnacle shall submit monthly invoices to C&H in a format reasonably acceptable to C&H, with customary detail regarding the hours worked by each timekeeper, the billing rate applicable to each timekeeper, and a description of the tasks performed. Invoices shall be submitted within fifteen (15) days following the end of each calendar month for services rendered during that month.

Reasonable and documented out-of-pocket expenses incurred by Pinnacle in connection with the Engagement, including but not limited to travel expenses, database access fees, printing and copying costs, courier charges, and other disbursements, shall be reimbursed at cost upon submission of itemized expense reports with supporting documentation. Travel expenses shall be incurred in accordance with C&H's travel expense guidelines, which C&H shall provide to Pinnacle upon request.

C&H will arrange for payment of Pinnacle's fees and expenses by Torchlight Mining Corp. Invoices shall be payable within thirty (30) days of receipt. Pinnacle shall promptly notify C&H if, at any point during the Engagement, it appears that estimated total fees will exceed the upper range of the estimate set forth above, and Pinnacle and C&H shall discuss in good faith any adjustments to the scope, staffing, or approach of the Engagement that may be appropriate in light of such circumstances.

9. Independence and Conflicts

Pinnacle represents and warrants that it has conducted a thorough conflicts check in accordance with its standard policies and procedures and has determined that it has no existing engagement, business relationship, financial interest, or other interest that would create an actual or potential conflict of interest with respect to this Engagement or that would impair Pinnacle's ability to perform the services described herein with independence and objectivity.

Pinnacle further confirms that it does not currently provide, and has not at any time in the past provided, any professional services (including accounting, consulting, advisory, or any other services) to Torchlight Mining Corp., Torchlight Ganara Holdings Ltd., Torchlight Ganara Mining S.A., Crestfield Advisory Partners Ltd., Jean-Philippe Renard, or any of the Ganaran government officials identified in this letter, including Hon. Boubacar Diallo, Amadou Traoré, and Col. Ibrahim Konaté.

Pinnacle shall promptly notify C&H in writing if, at any time during the Engagement, it becomes aware of any actual or potential conflict of interest that may arise in connection with the Engagement, including but not limited to any new engagement, relationship, or interest involving any of the foregoing persons or entities. Upon such notification, the parties shall discuss in good faith whether such conflict can be appropriately managed or whether the Engagement must be modified or terminated.

10. Term and Termination

This Engagement shall commence as of the date of this letter and shall continue until the earlier of (a) the completion of the services described herein, (b) termination by either party upon thirty (30) days' prior written notice to the other party, or (c) termination by C&H pursuant to the following sentence. C&H may terminate the Engagement at any time and for any reason, with or without cause, upon written notice to Pinnacle, subject to payment of all fees and expenses properly incurred by Pinnacle through the effective date of termination.

Upon termination or expiration of this Engagement for any reason, Pinnacle shall promptly return to C&H, or at C&H's written direction, securely destroy, all documents, data, work product, and other materials received from or on behalf of Torchlight, TGH, TGM, or C&H in connection with the Engagement, including all copies, extracts, summaries, and reproductions thereof, regardless of the medium on which such materials are stored. Pinnacle shall certify in writing to C&H within fifteen (15) days of the effective date of termination that it has complied with the foregoing obligation, including a description of the methods used to destroy any materials so destroyed. Notwithstanding the foregoing, Pinnacle may retain one (1) copy of its work product and engagement records to the extent required by applicable professional standards or legal requirements, provided that such retained materials shall remain subject to the confidentiality and privilege obligations set forth in this letter.

11. Governing Law and Dispute Resolution

This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles 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, this letter agreement, or the breach, termination, or validity thereof, that cannot be resolved by the parties through good faith negotiation, shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in the Borough of Manhattan, City and State of New York, before a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that such an allocation would be unjust, in which case the arbitrator may allocate costs and fees as the arbitrator deems appropriate.

12. Miscellaneous

This letter constitutes the entire agreement between C&H (on behalf of Torchlight) and Pinnacle with respect to the Engagement described herein and supersedes all prior negotiations, representations, and agreements, whether written or oral, relating to the subject matter hereof. There are no conditions, covenants, or other provisions not set forth herein that affect or are intended to affect this agreement.

This letter agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both C&H and Pinnacle. No waiver of any provision of this letter agreement shall be effective unless in writing and signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter agreement by facsimile, portable document format (.pdf), or other electronic means shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original.

Neither party may assign this letter agreement or any of its rights or obligations hereunder without the prior written consent of the other party. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

If any provision of this letter agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.

If the foregoing accurately reflects our mutual understanding, please sign and return one copy of this letter to the undersigned at your earliest convenience. We look forward to working with you and your team on this important matter.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Conrad Ashby

Title: Responsible Partner, White Collar & Investigations

Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019

ACCEPTED AND AGREED:

PINNACLE FORENSIC ADVISORY LLC

By: ________

Name: Dr. Leonard Strauss, CPA, CFF

Title: Engagement Partner

Pinnacle Forensic Advisory LLC 1700 Market Street, Suite 1200 Philadelphia, Pennsylvania 19103

Date: ________

Enclosures

The following documents are enclosed with, or shall be provided under separate cover in connection with, this letter:

1. Schedule A: Pinnacle Forensic Advisory LLC — Standard Hourly Rate Schedule

2. Exhibit 1: List of Known Custodians and Data Sources (to be provided separately under cover of privilege)

This letter and all enclosures are subject to the attorney-client privilege, the attorney work product doctrine, and all other applicable privileges and protections. This letter and its enclosures are intended solely for the use of the addressee and are not to be disclosed to or relied upon by any third party without the prior written consent of Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP Attorneys at Law
825 Eighth Avenue, 42nd Floor New York, New York 10019, USA
Telephone: (212) 455-7800 Facsimile: (212) 455-7801 www.calderwoodharkness.com
March 12, 2025
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT
C&H Matter No.: 1039-00005
Dr. Leonard Strauss, CPA, CFF Engagement Partner Pinnacle Forensic Advisory LLC 1700 Market Street, Suite 1200 Philadelphia, Pennsylvania 19103, USA
Dear Dr. Strauss:
1. Purpose and Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm"), on behalf of its client Torchlight Mining Corp. ("Torchlight" or "TMC"), a Canadian corporation organized under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, headquartered at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada, with common shares listed on the Toronto Stock Exchange (ticker: TMC) and American Depositary Receipts listed on the New York Stock Exchange (ticker: TRCH), hereby retains Pinnacle Forensic Advisory LLC ("Pinnacle" or the "Firm") to provide forensic accounting and financial advisory services in connection with the matters described more fully herein (the "Engagement").
Pinnacle is being retained at the direction of, and at the request of, counsel in connection with C&H's provision of legal advice to Torchlight. The Engagement is made in anticipation of litigation and for the purpose of assisting counsel in rendering legal advice to Torchlight. The Engagement concerns an internal investigation into potential violations of the United States Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), which is being conducted by C&H at the direction of the Audit Committee of Torchlight's Board of Directors (the "Audit Committee"). The internal investigation (the "Investigation") was authorized by a resolution of the Audit Committee adopted on February 28, 2025, and C&H was engaged as independent outside counsel to conduct the Investigation on March 5, 2025.
All work product generated by Pinnacle in connection with this Engagement shall be prepared under the protection of, and is intended to be shielded by, the attorney-client privilege and the attorney work product doctrine. Nothing in this letter is intended to waive, and no action taken pursuant to this letter shall constitute a waiver of, any privilege or protection applicable to the Investigation, including but not limited to the attorney-client privilege, the work product doctrine, or any other applicable privilege or immunity.
Dr. Leonard Strauss shall serve as the Engagement Partner for Pinnacle and shall have primary responsibility for the direction and supervision of Pinnacle's work under this Engagement.
2. Background
The following background is provided to Pinnacle for the limited purpose of contextualizing the scope of the Engagement. This background is based upon information currently available to C&H and is provided subject to the attorney-client privilege and attorney work product protections described in this letter.
2.1 Torchlight Mining Corp. — Overview. Torchlight is a diversified mining company that operates copper, cobalt, and rare-earth mining operations across four countries, including Canada, the Republic of Ganara, Chile, and Australia. For the fiscal year ended December 31, 2024 ("FY2024"), Torchlight reported total consolidated revenues of approximately CAD $2.1 billion. Torchlight is a reporting issuer under Canadian securities laws and is subject to the reporting requirements of the United States Securities Exchange Act of 1934, as amended, by virtue of its NYSE-listed American Depositary Receipts.
2.2 West African Operations. Torchlight's West African operations are centered in the Republic of Ganara ("Ganara"), a sovereign nation in the West African sub-region. During FY2024, Torchlight's Ganaran operations generated approximately CAD $387 million in revenue, representing approximately 18.4% of Torchlight's total consolidated revenue for that period. Torchlight's operations in Ganara include the Kousseri Copper-Cobalt Complex, a producing mine located in the Kousseri Province, and the Dembélé Rare Earths Project, an exploration and development-stage project located in the Dembélé Region.
2.3 West African Subsidiary Structure. Torchlight's West African operations are conducted through two wholly-owned subsidiaries:
(a) Torchlight Ganara Holdings Ltd. ("TGH"), a corporation organized under the laws of the British Virgin Islands, with its registered office at Wickhams Cay II, Suite 408, Road Town, Tortola, British Virgin Islands. TGH serves as the intermediate holding company for Torchlight's Ganaran operations and maintains its primary operating accounts at Meridian Commercial Bank (BVI) (Account No. 7740-2281-0056).
(b) Torchlight Ganara Mining S.A. ("TGM"), an operating entity organized under the laws of the Republic of Ganara, located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara. TGM is the principal operating subsidiary that holds the mining licenses and conducts day-to-day mining operations in Ganara. TGM maintains local currency operating accounts at Regency International Bank (Ganara) (Account No. GAN-4419-8837).
2.4 Government Proceedings. On January 22, 2025, the United States Securities and Exchange Commission (the "SEC") commenced a formal order of investigation concerning Torchlight's operations in the Republic of Ganara (File No. HO-14892). On February 3, 2025, the SEC served a document subpoena on Torchlight pursuant to the formal order of investigation, requesting the production of documents relating to, among other things, payments made to government officials in Ganara in connection with mining permits and environmental approvals. Separately, on February 14, 2025, the United States Department of Justice (the "DOJ") sent a voluntary document preservation request to Torchlight, requesting that Torchlight preserve all documents and communications relating to its Ganaran operations and any payments to government officials or intermediaries in Ganara for the period January 1, 2017 through the present.
2.5 C&H's Engagement and the Investigation. C&H's engagement as counsel to Torchlight in connection with these matters was formalized on March 5, 2025. C&H is conducting an internal investigation on behalf of Torchlight, at the direction of the Audit Committee, into the facts and circumstances underlying the SEC and DOJ inquiries. The Investigation centers on approximately $4.73 million in payments made between 2019 and 2024 through Torchlight's West African subsidiaries (TGH and TGM) to government officials and intermediaries in connection with mining permits and environmental approvals in the Republic of Ganara. These payments are suspected to have been made in potential violation of the anti-bribery and books-and-records provisions of the FCPA.
3. Scope of Services
Pinnacle shall provide forensic accounting, financial analysis, and advisory services as directed by C&H in connection with the Investigation, including but not limited to the following categories of work. In performing the services described below, Pinnacle shall exercise the professional care, skill, and diligence expected of a qualified forensic accounting firm engaged in matters of this nature. All services shall be performed at the direction of, and subject to the supervision of, C&H counsel.
3.1 Forensic Review of TGH Financial Records
Pinnacle shall conduct a comprehensive forensic review of the financial records of Torchlight Ganara Holdings Ltd. for the period January 1, 2019 through December 31, 2024 (the "Review Period"). This review shall include, but not be limited to, the following:
(a) A detailed analysis of all wire transfers and payments originating from or received into TGH's account at Meridian Commercial Bank (BVI) (Account No. 7740-2281-0056) during the Review Period, including the identification of all payees, beneficiaries, intermediary banks, and correspondent accounts involved in such transactions.
(b) The tracing of funds disbursed by TGH to third-party consultants, intermediaries, agents, and other parties, with a particular focus on identifying the ultimate recipients of such funds and the stated purposes for which such payments were made.
(c) A review and analysis of TGH's general ledger entries, journal entries, accounts payable records, and supporting documentation for all material disbursements during the Review Period.
(d) An assessment of the adequacy and accuracy of TGH's books and records, including an evaluation of whether transactions were properly recorded and classified in accordance with applicable accounting standards and Torchlight's internal accounting policies.
3.2 Forensic Review of TGM Financial Records
Pinnacle shall conduct a comprehensive forensic review of the financial records of Torchlight Ganara Mining S.A. for the Review Period. This review shall include, but not be limited to, the following:
(a) A detailed analysis of all transactions through TGM's account at Regency International Bank (Ganara) (Account No. GAN-4419-8837) during the Review Period, including incoming funds from TGH and outgoing payments to vendors, consultants, government entities, and other third parties.
(b) A focused examination of all cash withdrawals coded under general ledger account GL 7450 ("Community Relations Expenses"), which totaled approximately $890,000 over the Review Period. This examination shall include a review of all available supporting documentation for such withdrawals, an assessment of the stated purposes for which such cash was withdrawn, and an analysis of whether such withdrawals were properly authorized, documented, and recorded.
(c) A review of in-kind benefits provided to third parties, including vehicle purchases and travel expenditures booked across general ledger accounts GL 7200 ("Equipment and Vehicle Purchases — Non-Operational") and GL 7310 ("Travel and Entertainment — External"), which totaled approximately $630,000 over the Review Period. This review shall include the identification of the recipients of such in-kind benefits and an assessment of whether such benefits were properly authorized, documented, and recorded.
(d) A review and analysis of TGM's general ledger entries, journal entries, accounts payable records, procurement records, and supporting documentation for all material disbursements during the Review Period.
3.3 Analysis of Crestfield Advisory Partners Ltd. Invoices and Payments
Pinnacle shall conduct a detailed forensic review and analysis of all invoices submitted by Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated under the laws of the Republic of Mauritius, with its registered office at 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius, to TGH pursuant to a Government Relations Advisory Agreement dated April 12, 2019 (the "Crestfield Agreement"). Pinnacle's review shall encompass the following:
(a) Invoice Review. Pinnacle shall review all twenty-four (24) invoices submitted by Crestfield to TGH during the Review Period, which total $3,210,000 in the aggregate. The annual breakdown of invoices submitted is as follows:
(i) Calendar year 2019: three (3) invoices totaling $420,000; (ii) Calendar year 2020: four (4) invoices totaling $575,000; (iii) Calendar year 2021: five (5) invoices totaling $680,000; (iv) Calendar year 2022: four (4) invoices totaling $610,000; (v) Calendar year 2023: five (5) invoices totaling $590,000; and (vi) Calendar year 2024 through October 2024: three (3) invoices totaling $335,000.
(b) Comparison Against Contractual Maximums. Pinnacle shall perform a detailed comparison of actual invoiced amounts against the contractual fee maximums set forth in the Crestfield Agreement. Based upon preliminary information provided by C&H, the Crestfield Agreement provides for the following fee structure:
(i) A monthly retainer of $15,000 per month, which, over the sixty-six (66) months of the Review Period during which the Crestfield Agreement was in effect, would yield a maximum retainer amount of $990,000; (ii) Success fees of $100,000 per mining permit or environmental approval obtained with Crestfield's assistance, with five (5) such permits having been obtained during the Review Period, yielding a maximum success fee amount of $500,000; (iii) Quarterly expense reimbursement capped at $25,000 per quarter, which, over the twenty-two (22) full quarters during the Review Period, would yield a maximum reimbursable expense amount of $550,000; and (iv) A total contractual maximum of $2,040,000.
Pinnacle shall quantify and analyze the $1,170,000 excess of actual invoiced amounts ($3,210,000) over the contractual maximum ($2,040,000) and shall seek to identify the nature, justification (if any), and authorization for such excess charges.
(c) Invoice Approval Chain Analysis. Pinnacle shall review the approval documentation associated with each of the twenty-four (24) Crestfield invoices and shall assess compliance with Torchlight's Delegation of Authority Policy (the "DOA Policy"). Preliminary information provided by C&H indicates that under the DOA Policy, any expenditure exceeding $50,000 requires dual approval by two authorized signatories. Pinnacle shall determine which invoices exceeded the $50,000 single-approval threshold and whether appropriate dual approval was obtained. Preliminary identification suggests that fourteen (14) of the twenty-four (24) invoices exceeded $50,000 and were approved by a single individual without the required second approval.
(d) Downstream Payment Tracing. To the extent that records and data permit, Pinnacle shall trace the proceeds of payments made to Crestfield to downstream recipients, including any payments by Crestfield to Ganaran government officials, their family members, or entities associated with such officials.
3.4 Wire Transfer Analysis
Pinnacle shall reconstruct and analyze wire transfer records from Meridian Commercial Bank (BVI) and Regency International Bank (Ganara) for the Review Period. This analysis shall include, but not be limited to, the following:
(a) Identification of all wire transfers to or for the benefit of Crestfield Advisory Partners Ltd. or its principal, Jean-Philippe Renard, a French national believed to be the sole beneficial owner and managing director of Crestfield, including transfers to any accounts controlled by or associated with Mr. Renard.
(b) Identification of all wire transfers to or for the benefit of any Ganaran government official or governmental entity, or any person or entity known or suspected to be associated with such officials, including but not limited to the individuals identified in Section 3.7 below.
(c) Identification of any wire transfers that display characteristics commonly associated with suspicious or potentially improper transactions, including but not limited to: transfers to jurisdictions that are not consistent with the stated purpose of the payment; transfers involving intermediary accounts or pass-through entities with no apparent business justification; transfers structured to avoid reporting thresholds or internal approval requirements; and transfers that lack adequate supporting documentation.
3.5 Cash Disbursement Analysis
Pinnacle shall review and analyze all cash withdrawals and disbursements from TGM's Regency International Bank account (Account No. GAN-4419-8837) during the Review Period, with particular emphasis on the following:
(a) All withdrawals booked under GL 7450 ("Community Relations Expenses"), which totaled approximately $890,000 over the Review Period. Pinnacle shall assess the adequacy and authenticity of supporting documentation for such disbursements, including receipts, authorization forms, and descriptions of the community relations activities purportedly funded by such withdrawals.
(b) An assessment of whether cash disbursements were properly authorized in accordance with the DOA Policy and TGM's local operating procedures, including the identification of any disbursements that were authorized by individuals acting outside their delegated authority.
(c) An examination of procurement records related to in-kind benefits, including vehicle purchases and travel arrangements, to determine whether such benefits were provided to third parties, including government officials, and whether such benefits were properly authorized, documented, and recorded in TGM's books and records.
(d) Identification of any patterns of cash withdrawals that may suggest structuring, misappropriation, or diversion of funds for improper purposes.
3.6 Timing Correlation Analysis
Pinnacle shall conduct a detailed analysis of the temporal relationship between Crestfield invoices, payments to Crestfield, cash disbursements from TGM, and the issuance dates of the five (5) mining permits and environmental approvals at issue in the Investigation. The permits and approvals are as follows:
(a) Kousseri Copper-Cobalt Complex Mining License (License No. KCC-2019-0047), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on September 14, 2019;
(b) Kousseri Environmental Impact Approval (Certificate No. ENV-KCC-2020-113), issued by the Ganaran Environmental Protection Agency on March 27, 2020;
(c) Dembélé Rare Earths Exploration License (License No. DRE-2021-0092), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on July 8, 2021;
(d) Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on February 14, 2023; and
(e) Kousseri Expansion Permit (Amendment KCC-2019-0047-A1), issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on April 3, 2024.
Pinnacle's analysis shall focus on identifying patterns of invoice submission, payment activity, and cash disbursement spikes in the thirty (30) to sixty (60) day windows preceding each permit issuance date, as well as any notable payment activity immediately following such issuance dates. Pinnacle shall prepare a detailed timeline and chronology mapping financial transactions against regulatory milestones.
3.7 Payment Allocation by Recipient
To the extent determinable from available financial records, banking records, and other documentation, Pinnacle shall analyze and allocate suspected improper payments by recipient. Based upon preliminary information provided by C&H, the suspected recipients of improper payments include, but are not limited to, the following individuals:
(a) Hon. Boubacar Diallo, former Minister of Mines and Natural Resources of the Republic of Ganara, who served in that capacity from approximately 2017 to 2023. Based upon preliminary estimates, approximately $1,850,000 in suspected improper payments may have been directed to or for the benefit of Minister Diallo through Crestfield and intermediary accounts.
(b) Amadou Traoré, Director of Environmental Permitting within the Ganaran Environmental Protection Agency. Based upon preliminary estimates, approximately $620,000 in suspected improper payments may have been directed to or for the benefit of Mr. Traoré through Crestfield and direct wire transfers from TGH.
(c) Col. Ibrahim Konaté, former Regional Prefect of Kousseri Province, Republic of Ganara. Based upon preliminary estimates, approximately $340,000 in suspected improper payments may have been directed to or for the benefit of Col. Konaté in the form of cash disbursements and in-kind benefits, including vehicle purchases and travel expenditures.
(d) Other and unidentified recipients, whose identities are not yet known or confirmed by C&H, accounting for an estimated approximately $1,920,000 in suspected improper payments. Pinnacle shall endeavor to identify, to the extent possible, the ultimate recipients of such payments.
3.8 Additional Services
In addition to the foregoing, Pinnacle shall provide such other forensic accounting and advisory services as C&H may reasonably request in connection with the Investigation, including but not limited to:
(a) Preparation of summary charts, schedules, flow-of-funds diagrams, timelines, and other demonstrative exhibits as directed by C&H for use in connection with the Investigation, including for presentations to the Audit Committee, submissions to regulatory authorities, and, if necessary, for use in litigation or other proceedings.
(b) Assistance in the preparation of presentations to Torchlight's Audit Committee summarizing the findings and status of the forensic accounting analysis.
(c) Potential testimony or declarations, including expert testimony, if required in connection with any regulatory, judicial, or arbitral proceeding arising out of the matters under investigation. Any such testimony engagement shall be subject to a separate written agreement between the parties addressing the scope, terms, and compensation for such testimony services.
(d) Such other forensic accounting, financial analysis, and advisory services as C&H may reasonably request from time to time in connection with the Investigation.
4. Reporting and Communication
Pinnacle shall report exclusively to C&H in connection with this Engagement. Pinnacle's primary points of contact at C&H shall be Conrad Ashby, Responsible Partner (White Collar & Investigations Group), and Steven Hollander, Lead Associate, together with such other C&H attorneys as may be designated by Mr. Ashby from time to time. All communications, oral and written, regarding the Engagement shall be directed to C&H and shall not be directed to Torchlight, TGH, TGM, or any personnel of those entities, unless C&H specifically directs otherwise in writing.
Pinnacle shall not disclose any information obtained in connection with the Engagement to any third party, including but not limited to Torchlight or any of its affiliates, officers, directors, employees, or agents, without the prior written consent of C&H. All communications between Pinnacle and C&H shall be treated as privileged and confidential.
All draft and final reports, memoranda, analyses, workpapers, schedules, demonstratives, and other work product prepared by Pinnacle in connection with this Engagement shall be delivered to C&H and shall be prominently marked with the following legend:
"PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL"
Pinnacle shall coordinate with C&H with respect to any document requests, information requests, or data requests to be directed to Torchlight, TGH, or TGM. All such requests shall be channeled through C&H, and Pinnacle shall not contact Torchlight personnel directly for the purpose of requesting documents or information without C&H's prior authorization.
5. Document and Data Access
C&H will coordinate with Torchlight's personnel to arrange access by Pinnacle to the following categories of documents and data, subject to appropriate privilege protocols and data security measures:
(a) TGH and TGM general ledger data, journal entries, trial balances, and chart of accounts for fiscal years 2019 through 2024;
(b) Bank statements, wire transfer records, debit and credit advices, and account activity reports from Meridian Commercial Bank (BVI) (Account No. 7740-2281-0056) and Regency International Bank (Ganara) (Account No. GAN-4419-8837) for the Review Period;
(c) All invoices, supporting documentation, correspondence, and contractual documents relating to Crestfield Advisory Partners Ltd., including the Crestfield Agreement dated April 12, 2019 and any amendments thereto;
(d) Torchlight's Delegation of Authority Policy, together with related approval documentation, authorization matrices, and signatory records;
(e) Procurement records, purchase orders, vendor files, and vendor qualification documentation maintained by TGM in connection with its Ganaran operations; and
(f) Relevant financial systems data, which is estimated to comprise approximately 340 gigabytes (GB) of structured and unstructured data, currently being collected and processed by Marlowe Asset Management Digital Forensics Inc. ("VDF"), C&H's e-discovery and digital forensics vendor for the Investigation.
Pinnacle shall coordinate with VDF as necessary for access to data and documents. VDF's engagement lead for this matter is Rachel Hartley. Pinnacle shall also coordinate, as directed by C&H, with Torchlight's external auditor, Clarendon Group LLP (engagement partner: Alain Beaumont), to the extent necessary for the performance of Pinnacle's services and as authorized by C&H. Any communications with Clarendon Group LLP shall be coordinated through, and approved in advance by, C&H.
6. Privilege and Confidentiality
Pinnacle acknowledges and agrees that it is being retained as a consultant and agent of C&H for the purpose of assisting C&H in rendering legal advice to Torchlight in connection with the FCPA Investigation. Pinnacle further acknowledges that the work it performs, the analyses it prepares, and the communications it has with C&H in connection with this Engagement are intended to be protected by the attorney-client privilege, the attorney work product doctrine, and any other applicable privileges or protections.
All work product prepared by Pinnacle in connection with this Engagement, including but not limited to reports, memoranda, analyses, workpapers, schedules, charts, summaries, draft documents, and notes, is intended to be protected by the attorney-client privilege and/or the attorney work product doctrine. Pinnacle shall take all reasonable steps to maintain the confidentiality and privileged nature of its work product and all information received in connection with this Engagement.
Pinnacle shall not disclose any information concerning this Engagement, including the existence of the Engagement itself, to any person or entity other than designated C&H personnel without the prior written consent of C&H. Pinnacle shall ensure that all Pinnacle personnel assigned to the Engagement are informed of and comply with the confidentiality and privilege obligations set forth in this letter.
In the event that Pinnacle receives a subpoena, court order, civil investigative demand, or other compulsory process issued by any court, governmental agency, regulatory authority, or other tribunal seeking documents or testimony related to this Engagement, Pinnacle shall:
(a) Promptly notify C&H of the receipt of such process, and in no event later than twenty-four (24) hours after receipt;
(b) Not produce any documents, data, or work product, and not provide any testimony, in response to such process without C&H's prior written authorization or a final, non-appealable order of a court of competent jurisdiction directing such production or testimony; and
(c) Cooperate with C&H in seeking to quash, modify, or limit the scope of any such compulsory process.
Pinnacle shall implement appropriate information security measures to protect all data and work product received, generated, or maintained in connection with this Engagement, including but not limited to encryption of electronic data, restricted access controls, and secure storage of physical documents.
7. Staffing
Dr. Leonard Strauss, CPA, CFF, shall serve as the Engagement Partner for this Engagement and shall have primary responsibility for the direction, supervision, and quality control of all work performed by Pinnacle in connection with the Engagement. Dr. Strauss shall be the principal point of contact for C&H with respect to all substantive matters relating to the Engagement.
Dr. Strauss shall identify and propose to C&H for approval additional Pinnacle personnel to be assigned to the Engagement, including the names, titles, qualifications, and proposed billing rates of such personnel. Pinnacle shall notify C&H promptly of any proposed changes in staffing, including the addition or removal of personnel, and shall obtain C&H's approval before implementing any such changes. C&H reserves the right to approve all Pinnacle personnel assigned to the Engagement and to request the removal or replacement of any personnel at any time.
8. Fees and Expenses
Pinnacle's professional fees for the Engagement shall be billed on an hourly basis at Pinnacle's standard rates for forensic accounting engagements, as set forth in the attached Schedule A (Pinnacle Forensic Advisory LLC — Standard Hourly Rate Schedule). Schedule A shall be attached to the executed version of this letter and is incorporated herein by reference.
Based upon the scope of services described in Section 3 of this letter, and based upon Pinnacle's preliminary assessment of the volume and complexity of the work involved, Pinnacle estimates that total professional fees for the Engagement will be in the range of $1,800,000 to $2,400,000. This estimate is provided solely for budgeting and planning purposes and does not constitute a cap, ceiling, fixed fee, or guarantee of the total fees to be incurred. Actual fees may be higher or lower than the estimated range depending upon a number of factors, including the volume and complexity of the records to be reviewed, the scope of additional services requested by C&H, the degree of cooperation received from relevant custodians and financial institutions, and the duration of the Engagement.
Pinnacle shall submit monthly invoices to C&H in a format reasonably acceptable to C&H, with customary detail regarding the hours worked by each timekeeper, the billing rate applicable to each timekeeper, and a description of the tasks performed. Invoices shall be submitted within fifteen (15) days following the end of each calendar month for services rendered during that month.
Reasonable and documented out-of-pocket expenses incurred by Pinnacle in connection with the Engagement, including but not limited to travel expenses, database access fees, printing and copying costs, courier charges, and other disbursements, shall be reimbursed at cost upon submission of itemized expense reports with supporting documentation. Travel expenses shall be incurred in accordance with C&H's travel expense guidelines, which C&H shall provide to Pinnacle upon request.
C&H will arrange for payment of Pinnacle's fees and expenses by Torchlight Mining Corp. Invoices shall be payable within thirty (30) days of receipt. Pinnacle shall promptly notify C&H if, at any point during the Engagement, it appears that estimated total fees will exceed the upper range of the estimate set forth above, and Pinnacle and C&H shall discuss in good faith any adjustments to the scope, staffing, or approach of the Engagement that may be appropriate in light of such circumstances.
9. Independence and Conflicts
Pinnacle represents and warrants that it has conducted a thorough conflicts check in accordance with its standard policies and procedures and has determined that it has no existing engagement, business relationship, financial interest, or other interest that would create an actual or potential conflict of interest with respect to this Engagement or that would impair Pinnacle's ability to perform the services described herein with independence and objectivity.
Pinnacle further confirms that it does not currently provide, and has not at any time in the past provided, any professional services (including accounting, consulting, advisory, or any other services) to Torchlight Mining Corp., Torchlight Ganara Holdings Ltd., Torchlight Ganara Mining S.A., Crestfield Advisory Partners Ltd., Jean-Philippe Renard, or any of the Ganaran government officials identified in this letter, including Hon. Boubacar Diallo, Amadou Traoré, and Col. Ibrahim Konaté.
Pinnacle shall promptly notify C&H in writing if, at any time during the Engagement, it becomes aware of any actual or potential conflict of interest that may arise in connection with the Engagement, including but not limited to any new engagement, relationship, or interest involving any of the foregoing persons or entities. Upon such notification, the parties shall discuss in good faith whether such conflict can be appropriately managed or whether the Engagement must be modified or terminated.
10. Term and Termination
This Engagement shall commence as of the date of this letter and shall continue until the earlier of (a) the completion of the services described herein, (b) termination by either party upon thirty (30) days' prior written notice to the other party, or (c) termination by C&H pursuant to the following sentence. C&H may terminate the Engagement at any time and for any reason, with or without cause, upon written notice to Pinnacle, subject to payment of all fees and expenses properly incurred by Pinnacle through the effective date of termination.
Upon termination or expiration of this Engagement for any reason, Pinnacle shall promptly return to C&H, or at C&H's written direction, securely destroy, all documents, data, work product, and other materials received from or on behalf of Torchlight, TGH, TGM, or C&H in connection with the Engagement, including all copies, extracts, summaries, and reproductions thereof, regardless of the medium on which such materials are stored. Pinnacle shall certify in writing to C&H within fifteen (15) days of the effective date of termination that it has complied with the foregoing obligation, including a description of the methods used to destroy any materials so destroyed. Notwithstanding the foregoing, Pinnacle may retain one (1) copy of its work product and engagement records to the extent required by applicable professional standards or legal requirements, provided that such retained materials shall remain subject to the confidentiality and privilege obligations set forth in this letter.
11. Governing Law and Dispute Resolution
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflict of laws principles 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, this letter agreement, or the breach, termination, or validity thereof, that cannot be resolved by the parties through good faith negotiation, shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in the Borough of Manhattan, City and State of New York, before a single arbitrator. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that such an allocation would be unjust, in which case the arbitrator may allocate costs and fees as the arbitrator deems appropriate.
12. Miscellaneous
This letter constitutes the entire agreement between C&H (on behalf of Torchlight) and Pinnacle with respect to the Engagement described herein and supersedes all prior negotiations, representations, and agreements, whether written or oral, relating to the subject matter hereof. There are no conditions, covenants, or other provisions not set forth herein that affect or are intended to affect this agreement.
This letter agreement may not be amended, modified, or supplemented except by a written instrument signed by authorized representatives of both C&H and Pinnacle. No waiver of any provision of this letter agreement shall be effective unless in writing and signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this letter agreement by facsimile, portable document format (.pdf), or other electronic means shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original.
Neither party may assign this letter agreement or any of its rights or obligations hereunder without the prior written consent of the other party. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
If any provision of this letter agreement is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired thereby.
If the foregoing accurately reflects our mutual understanding, please sign and return one copy of this letter to the undersigned at your earliest convenience. We look forward to working with you and your team on this important matter.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Conrad Ashby
Title: Responsible Partner, White Collar & Investigations
Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019
ACCEPTED AND AGREED:
PINNACLE FORENSIC ADVISORY LLC
By: ________
Name: Dr. Leonard Strauss, CPA, CFF
Title: Engagement Partner
Pinnacle Forensic Advisory LLC 1700 Market Street, Suite 1200 Philadelphia, Pennsylvania 19103
Date: ________
Enclosures
The following documents are enclosed with, or shall be provided under separate cover in connection with, this letter:
1.  Schedule A: Pinnacle Forensic Advisory LLC — Standard Hourly Rate Schedule
2.  Exhibit 1: List of Known Custodians and Data Sources (to be provided separately under cover of privilege)
This letter and all enclosures are subject to the attorney-client privilege, the attorney work product doctrine, and all other applicable privileges and protections. This letter and its enclosures are intended solely for the use of the addressee and are not to be disclosed to or relied upon by any third party without the prior written consent of Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP Attorneys at Law

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

PINNACLE FORENSIC ADVISORY LLC

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