1039-00005 · Torchlight Mining Corp · Government Engagement

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CONFIDENTIAL TREATMENT REQUESTED

CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

C&H Matter No. 1039-00005

April 14, 2025

VIA SECURE ELECTRONIC TRANSMISSION

Staff of the Division of Enforcement U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549

Re: In the Matter of Torchlight Mining Corp., File No. HO-14892 First Rolling Production of Documents Responsive to Subpoena Dated February 3, 2025 Torchlight Mining Corp. (NYSE: TRCH; TSX: TMC)

Dear Members of the Staff:

We write on behalf of our client, Torchlight Mining Corp. ("Torchlight" or "TMC"), in connection with the above-referenced investigation. My name is Steven Hollander, and I am a Lead Associate in the White Collar & Investigations practice at Calderwood & Harkness LLP. Together with Conrad Ashby, the Responsible Partner on this engagement, I am writing to transmit the first rolling production of documents responsive to the formal document subpoena issued by the Division of Enforcement of the U.S. Securities and Exchange Commission (the "Commission" or "SEC") on February 3, 2025 (the "Subpoena"), in connection with the formal order of investigation captioned In the Matter of Torchlight Mining Corp., File No. HO-14892 (the "Formal Order"), dated January 22, 2025.

Calderwood & Harkness LLP represents Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, with its principal executive offices located at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada. Torchlight's American Depositary Receipts are listed on the New York Stock Exchange under the ticker symbol "TRCH," and its common shares are listed on the Toronto Stock Exchange under the ticker symbol "TMC." Our engagement to represent Torchlight in connection with this matter was formalized by a letter agreement dated March 5, 2025, between Calderwood & Harkness LLP and Torchlight Mining Corp. Torchlight is producing documents on a rolling basis in order to expedite compliance with the Subpoena and to demonstrate its commitment to full and timely cooperation with the Staff's investigation.

I. Background — Subpoena and Investigation Context

As the Staff is aware, the Commission issued the Formal Order on January 22, 2025, authorizing a formal investigation into potential violations of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), in connection with Torchlight's mining operations in the Republic of Ganara, West Africa. Pursuant to the Formal Order, a formal document subpoena was served upon Torchlight on February 3, 2025, requiring the production of documents in numerous categories related to, among other things, Torchlight's West African operations, its relationships with third-party agents and consultants, its anti-corruption compliance program, and its interactions with governmental authorities in the Republic of Ganara.

On February 7, 2025, Torchlight publicly disclosed the existence of the SEC investigation in a Current Report on Form 8-K filed with the Commission. In addition to the SEC's investigation, the Fraud Section of the Criminal Division of the U.S. Department of Justice (the "DOJ") transmitted a voluntary document preservation request to Torchlight, dated February 14, 2025. Torchlight has separately acknowledged and is cooperating with the DOJ's request, which is being handled through parallel channels. Nothing in this letter or the accompanying production is intended to address or satisfy Torchlight's obligations in connection with the DOJ's preservation request, except to the extent that the same documents are responsive to both the Subpoena and the DOJ's request.

Following the formalization of Calderwood & Harkness's engagement on March 5, 2025, the firm undertook a comprehensive investigation into Torchlight's document holdings and issued a global litigation hold notice on March 17, 2025. The litigation hold was directed to all twenty-three (23) identified custodians, comprising twelve (12) current employees, four (4) former employees, and seven (7) shared or departmental mailboxes. The hold encompasses custodians across three corporate entities: Torchlight Mining Corp. (the parent company), Torchlight Ganara Holdings Ltd. ("TGH"), a wholly owned subsidiary incorporated in the British Virgin Islands, and Torchlight Ganara Mining S.A. ("TGM"), the operating entity organized under the laws of the Republic of Ganara. Calderwood & Harkness has taken steps to confirm compliance with the litigation hold by each custodian and will continue to monitor compliance on an ongoing basis.

II. Scope of the First Rolling Production

This first rolling production encompasses documents from the following categories responsive to the specifications set forth in the Subpoena:

A. Corporate Organizational Documents. Articles of incorporation, bylaws, certificates of good standing, organizational charts, and related corporate formation and governance documents for each of the following entities:

(i) Torchlight Mining Corp. (parent company, organized under the Canada Business Corporations Act);

(ii) Torchlight Ganara Holdings Ltd. ("TGH"), a British Virgin Islands business company incorporated on March 15, 2017, under the BVI Business Companies Act, 2004; and

(iii) Torchlight Ganara Mining S.A. ("TGM"), a société anonyme organized under the laws of the Republic of Ganara.

B. Government Relations Advisory Agreement and Related Documentation. The Government Relations Advisory Agreement between TGH and Crestfield Advisory Partners Ltd. ("Crestfield"), dated April 12, 2019 (the "Crestfield Agreement"), together with all amendments, addenda, side letters, and modifications thereto, if any. This production includes the complete executed version of the Crestfield Agreement as well as all related due diligence and onboarding files maintained by TGH in connection with the engagement of Crestfield.

C. Crestfield Invoices and Payment Records. All invoices issued by Crestfield Advisory Partners Ltd. to TGH from the inception of the engagement in April 2019 through October 2024, totaling twenty-four (24) invoices in the aggregate amount of Three Million Two Hundred Ten Thousand U.S. Dollars ($3,210,000.00). This category also includes all internal approval and payment authorization records associated with each Crestfield invoice, including sign-off memoranda, wire transfer instructions, and corresponding payment confirmations.

D. Board Resolutions and Minutes of TGH. Relevant resolutions adopted by the board of directors of Torchlight Ganara Holdings Ltd. and minutes of board meetings at which matters pertaining to the Crestfield engagement, West African governmental affairs, mining license applications, and related subjects were discussed or acted upon.

E. Mining Permits, Licenses, and Environmental Approvals. All mining permits, exploration licenses, environmental impact approvals, and related governmental authorizations issued by the Republic of Ganara to TGM or TGH, including without limitation:

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

(ii) Kousseri Environmental Impact Approval (Certificate No. ENV-KCC-2020-113), issued by the National Environmental Protection Agency of the Republic of Ganara on March 27, 2020;

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

(iv) Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), issued by the Ministry of Mines and Geology of the Republic of Ganara on February 14, 2023, converting the exploration license to a full mining license; and

(v) Kousseri Expansion Permit (Amendment KCC-2019-0047-A1), issued by the Ministry of Mines and Geology of the Republic of Ganara on April 3, 2024, authorizing expansion of operations at the Kousseri Copper-Cobalt Complex.

This production also includes all related correspondence between TGM and the relevant Ganaran governmental agencies in connection with the foregoing permits and licenses, to the extent such correspondence was maintained in the files produced by the identified custodians and was not subject to a claim of privilege.

F. Anti-Corruption Compliance Policies and Procedures. Torchlight's Code of Business Conduct and Ethics, Anti-Corruption and Anti-Bribery Policy (as in effect during the relevant period), Delegation of Authority Policy, and Third-Party Due Diligence Procedures, including all versions and amendments thereof in effect from January 2017 through the present.

G. Whistleblower Complaint Records. Records related to the anonymous whistleblower complaint received on August 19, 2024, through Torchlight's third-party compliance hotline operated by Sentinel Compliance Solutions Inc. (Report ID: SCH-2024-08-4417). This production includes the initial intake report, internal investigation memoranda (to the extent not privileged), and escalation documentation reflecting the referral of the complaint to the Chair of the Audit Committee of Torchlight's Board of Directors, Dr. Eleanor Fiske, dated August 26, 2024.

H. Selected Financial Records. Selected financial records from the following bank accounts:

(i) Torchlight Ganara Holdings Ltd. account at Meridian Commercial Bank (BVI), Account No. 7740-2281-0056; and

(ii) Torchlight Ganara Mining S.A. account at Regency International Bank (Ganara), Account No. GAN-4419-8837.

These financial records include account statements, wire transfer records, payment instructions, and related transactional documentation for the period covered by the Subpoena.

We note that additional categories of documents, including email communications from custodial mailboxes and financial systems data extracted from Torchlight's enterprise resource planning system, are currently being collected, processed, and reviewed for responsiveness and privilege by Marlowe Asset Management Digital Forensics Inc. ("Marlowe Asset Management"), the e-discovery vendor retained by Calderwood & Harkness for this engagement. These materials will be produced in subsequent rolling productions. The total estimated data volume currently under collection is approximately 1.625 terabytes (TB), comprising approximately 1.2 TB of email data, 340 gigabytes (GB) of financial systems data, and 85 GB of shared-drive documents, across the twenty-three (23) identified custodians. Calderwood & Harkness is working diligently with Marlowe Asset Management to process these materials as expeditiously as practicable.

III. Production Format and Specifications

Documents in this production are being transmitted in electronic format via secure file transfer to the Staff in accordance with the SEC Division of Enforcement's guidelines for electronic document submissions. The production is formatted as follows:

• Documents have been converted to single-page TIFF images with extracted text files. For documents that were originally in image-only format (e.g., scanned PDFs without embedded text layers), optical character recognition ("OCR") has been applied to generate searchable text.

• Load files accompanying this production are provided in Concordance- and Relativity-compatible format, enabling the Staff to ingest the production into standard document review platforms.

• Spreadsheets, financial data files, and other documents whose content or formatting would be materially degraded or rendered unintelligible by conversion to TIFF images have been produced in their native electronic format, with corresponding placeholder TIFF images and associated metadata entries included in the load files.

• Metadata fields have been preserved and are included in the accompanying load files, including, but not limited to, document date, author, custodian, file type, file path, creation date, last modified date, and document title, where such metadata was available.

If the Staff has any questions or concerns regarding the format of production, or if the Staff would prefer an alternative production format for particular categories of documents, we are happy to discuss and accommodate reasonable requests.

IV. Bates Numbering Convention

All documents in this production bear Bates numbers in the following format: TMC-SEC-000001 through the final document in this production. The prefix "TMC-SEC" has been adopted to designate documents produced by Torchlight Mining Corp. in response to the SEC Subpoena in File No. HO-14892 and to distinguish this production from any documents that may be produced to other requesting parties or agencies.

Sequential Bates numbering is continuous. Subsequent rolling productions in this matter will continue the Bates sequence from the last number used in this production. The specific Bates range encompassed by this first rolling production is identified on the accompanying Transmittal Index, which sets forth the beginning and ending Bates numbers for each document or logical set of documents included herein.

V. Volume of the First Production

This first rolling production comprises a total of 4,218 documents, consisting of 27,643 pages/images. The production includes both hard-copy documents that have been scanned and converted to electronic images and natively electronic documents produced either in TIFF format or in native format, as described in Section III above. Certain native-format files (principally spreadsheets) are counted as single documents but may contain multiple worksheets or tabs. The Transmittal Index accompanying this production provides a detailed breakdown of document counts and page counts by production category.

VI. Privilege Withholdings and Privilege Log

Certain documents responsive to the Subpoena have been withheld from this production on the basis of the attorney-client privilege, the work product doctrine, or both. Torchlight has conducted a thorough privilege review of the documents collected for this production and has withheld those documents that constitute or reflect confidential communications between Torchlight and its legal counsel made for the purpose of seeking or rendering legal advice, as well as documents prepared by or at the direction of counsel in anticipation of litigation or in connection with this investigation.

A privilege log identifying each document withheld on the basis of privilege will be provided to the Staff under separate cover in accordance with the SEC Staff's guidance on the preparation and submission of privilege logs. The privilege log will include the following information for each withheld document: (i) the date of the document; (ii) the author of the document; (iii) all recipients and persons copied on the document; (iv) a general description of the subject matter of the document sufficient to assess the privilege claim without revealing privileged content; and (v) the specific privilege or protection asserted as the basis for withholding (i.e., attorney-client privilege, work product doctrine, or both).

Torchlight expressly reserves all objections and privileges with respect to the documents produced and withheld in connection with this production, including but not limited to:

(a) the attorney-client privilege;

(b) the work product doctrine, including both "fact" work product and "opinion" work product;

(d) any other applicable privilege, immunity, or protection recognized under federal, state, or foreign law.

In this connection, we note that Torchlight and its Canadian counsel, Bartlett Keene & Ostrander LLP (Richard Bartlett III, lead partner), have entered into a Common Interest Agreement dated March 10, 2025 (the "Common Interest Agreement"). The Common Interest Agreement was executed by Calderwood & Harkness LLP on behalf of Torchlight and by Bartlett Keene & Ostrander LLP in connection with coordinated defense efforts relating to the investigation. Privileged materials shared between or among the parties under the Common Interest Agreement are protected by the common interest privilege and are not being produced in this or any subsequent production. The existence of the Common Interest Agreement does not constitute a waiver of any privilege, and Torchlight expressly asserts the common interest privilege with respect to all materials shared thereunder.

VII. Continuing Production Obligations and Anticipated Schedule

Torchlight intends to make additional rolling productions on a reasonable and expeditious schedule as document collection, processing, and review are completed. Calderwood & Harkness is committed to producing responsive, non-privileged documents as promptly as practicable.

In addition to the categories of documents included in this first production, the following categories of materials are currently being collected, processed, or reviewed and will be included in future rolling productions to the extent they are determined to be responsive and non-privileged:

(a) Email and Electronic Communications. Email communications and other electronic correspondence from the twenty-three (23) identified custodians are currently being processed by Marlowe Asset Management Digital Forensics Inc. (engagement lead: Rachel Hartley). Given the volume of email data under collection (approximately 1.2 TB), processing, de-duplication, date filtering, and search-term application are ongoing. Calderwood & Harkness anticipates that the first production of email communications will be included in the second rolling production, which we currently estimate will be transmitted to the Staff within approximately four to six weeks of the date of this letter.

(b) Forensic Accounting Materials. Torchlight has retained Pinnacle Forensic Advisory LLC ("Pinnacle") to perform forensic accounting work in connection with this matter. Pinnacle was retained on March 12, 2025, under the direction and at the request of counsel; the engagement is being overseen by Dr. Leonard Strauss, Pinnacle's engagement partner. Materials being developed by Pinnacle are being reviewed for responsiveness and privilege, and responsive, non-privileged materials will be included in future productions.

(c) Financial Systems Data. Data extracted from Torchlight's enterprise resource planning and financial management systems (approximately 340 GB) is currently being processed and reviewed. This data will be produced in a format agreed upon with the Staff in subsequent rolling productions.

Calderwood & Harkness will keep the Staff apprised of the anticipated timing and scope of future rolling productions. We are committed to maintaining an open dialogue with the Staff to ensure that the production schedule meets the Staff's reasonable needs and expectations.

VIII. Reservations and Caveats

Torchlight does not waive, and hereby expressly reserves, any and all objections to the Subpoena, whether or not previously asserted, including but not limited to objections based on:

(a) the scope of the Subpoena, including the breadth of the document requests and the time periods covered;

(b) relevance, materiality, and the relationship of the requested documents to the subject matter of the investigation;

(c) burden and proportionality, including the costs and burdens associated with the collection, processing, review, and production of documents from multiple jurisdictions;

(d) attorney-client privilege, the work product doctrine, and any other applicable privilege or protection;

(e) any applicable foreign data privacy laws, data protection regulations, or blocking statutes, including without limitation the data privacy laws of the British Virgin Islands, the Republic of Ganara, and Canada (including the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 ("PIPEDA") and applicable provincial privacy legislation), which may impose restrictions on the cross-border transfer of personal data and business records; and

(f) any other ground recognized under applicable law, regulation, or rule.

The production of documents in connection with this letter and the Subpoena is made without any concession as to the relevance, materiality, or admissibility of any document produced. Torchlight further reserves the right to supplement, amend, or correct this production in the event that additional responsive documents are identified during the ongoing collection and review process, or if documents previously produced are determined to have been produced in error or in an incomplete form.

No waiver of any privilege is intended by the production of any document included in this or any subsequent production. In the event that any document protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection is inadvertently produced, Torchlight hereby requests the prompt return or destruction of such document and all copies thereof, pursuant to Federal Rule of Evidence 502(b) and the applicable SEC Division of Enforcement protocols governing the clawback of inadvertently produced privileged materials. Torchlight expressly reserves all rights under Rule 502(b), including the right to assert that any inadvertent production does not constitute a waiver of the applicable privilege or protection. We respectfully request that the Staff notify us immediately upon identification of any document that may have been inadvertently produced and refrain from further reviewing or disseminating such document pending resolution of the privilege claim.

IX. Cooperation Statement

Torchlight Mining Corp. remains fully committed to cooperating with the Staff's investigation. Torchlight has taken, and will continue to take, all reasonable steps to identify, collect, preserve, and produce documents responsive to the Subpoena in a timely and complete manner. Calderwood & Harkness is available at the Staff's convenience to discuss any questions or concerns regarding this production, the format of production, the scope and timing of future rolling productions, or any other matter related to Torchlight's cooperation with the investigation.

Should the Staff wish to discuss any aspect of this production or the investigation generally, please do not hesitate to contact the undersigned or Conrad Ashby at the contact information set forth below:

Steven Hollander, Lead Associate Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Direct Telephone: (212) 554-7844

Email: shollander@calderwoodharkness.com

Conrad Ashby, Responsible Partner Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Direct Telephone: (212) 554-7812

Email: cashby@calderwoodharkness.com

We appreciate the Staff's courtesy and professionalism in handling this matter and look forward to continuing our cooperative dialogue.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Steven Hollander Lead Associate White Collar & Investigations Practice

cc:

Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP Victoria Chambers, Billing Partner, Calderwood & Harkness LLP Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp.

Enclosures: First Rolling Production (TMC-SEC-000001 through TMC-SEC-027643); Transmittal Index

CONFIDENTIAL TREATMENT REQUESTED
CALDERWOOD & HARKNESS LLP Attorneys at Law
825 Eighth Avenue, 42nd Floor New York, New York 10019
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
C&H Matter No. 1039-00005
April 14, 2025
VIA SECURE ELECTRONIC TRANSMISSION
Staff of the Division of Enforcement U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549
Re: In the Matter of Torchlight Mining Corp., File No. HO-14892 First Rolling Production of Documents Responsive to Subpoena Dated February 3, 2025 Torchlight Mining Corp. (NYSE: TRCH; TSX: TMC)
Dear Members of the Staff:
We write on behalf of our client, Torchlight Mining Corp. ("Torchlight" or "TMC"), in connection with the above-referenced investigation. My name is Steven Hollander, and I am a Lead Associate in the White Collar & Investigations practice at Calderwood & Harkness LLP. Together with Conrad Ashby, the Responsible Partner on this engagement, I am writing to transmit the first rolling production of documents responsive to the formal document subpoena issued by the Division of Enforcement of the U.S. Securities and Exchange Commission (the "Commission" or "SEC") on February 3, 2025 (the "Subpoena"), in connection with the formal order of investigation captioned In the Matter of Torchlight Mining Corp., File No. HO-14892 (the "Formal Order"), dated January 22, 2025.
Calderwood & Harkness LLP represents Torchlight Mining Corp., a corporation organized under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, with its principal executive offices located at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada. Torchlight's American Depositary Receipts are listed on the New York Stock Exchange under the ticker symbol "TRCH," and its common shares are listed on the Toronto Stock Exchange under the ticker symbol "TMC." Our engagement to represent Torchlight in connection with this matter was formalized by a letter agreement dated March 5, 2025, between Calderwood & Harkness LLP and Torchlight Mining Corp. Torchlight is producing documents on a rolling basis in order to expedite compliance with the Subpoena and to demonstrate its commitment to full and timely cooperation with the Staff's investigation.
I. Background — Subpoena and Investigation Context
As the Staff is aware, the Commission issued the Formal Order on January 22, 2025, authorizing a formal investigation into potential violations of the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1 et seq. (the "FCPA"), in connection with Torchlight's mining operations in the Republic of Ganara, West Africa. Pursuant to the Formal Order, a formal document subpoena was served upon Torchlight on February 3, 2025, requiring the production of documents in numerous categories related to, among other things, Torchlight's West African operations, its relationships with third-party agents and consultants, its anti-corruption compliance program, and its interactions with governmental authorities in the Republic of Ganara.
On February 7, 2025, Torchlight publicly disclosed the existence of the SEC investigation in a Current Report on Form 8-K filed with the Commission. In addition to the SEC's investigation, the Fraud Section of the Criminal Division of the U.S. Department of Justice (the "DOJ") transmitted a voluntary document preservation request to Torchlight, dated February 14, 2025. Torchlight has separately acknowledged and is cooperating with the DOJ's request, which is being handled through parallel channels. Nothing in this letter or the accompanying production is intended to address or satisfy Torchlight's obligations in connection with the DOJ's preservation request, except to the extent that the same documents are responsive to both the Subpoena and the DOJ's request.
Following the formalization of Calderwood & Harkness's engagement on March 5, 2025, the firm undertook a comprehensive investigation into Torchlight's document holdings and issued a global litigation hold notice on March 17, 2025. The litigation hold was directed to all twenty-three (23) identified custodians, comprising twelve (12) current employees, four (4) former employees, and seven (7) shared or departmental mailboxes. The hold encompasses custodians across three corporate entities: Torchlight Mining Corp. (the parent company), Torchlight Ganara Holdings Ltd. ("TGH"), a wholly owned subsidiary incorporated in the British Virgin Islands, and Torchlight Ganara Mining S.A. ("TGM"), the operating entity organized under the laws of the Republic of Ganara. Calderwood & Harkness has taken steps to confirm compliance with the litigation hold by each custodian and will continue to monitor compliance on an ongoing basis.
II. Scope of the First Rolling Production
This first rolling production encompasses documents from the following categories responsive to the specifications set forth in the Subpoena:
A. Corporate Organizational Documents. Articles of incorporation, bylaws, certificates of good standing, organizational charts, and related corporate formation and governance documents for each of the following entities:
(i) Torchlight Mining Corp. (parent company, organized under the Canada Business Corporations Act);
(ii) Torchlight Ganara Holdings Ltd. ("TGH"), a British Virgin Islands business company incorporated on March 15, 2017, under the BVI Business Companies Act, 2004; and
(iii) Torchlight Ganara Mining S.A. ("TGM"), a société anonyme organized under the laws of the Republic of Ganara.
B. Government Relations Advisory Agreement and Related Documentation. The Government Relations Advisory Agreement between TGH and Crestfield Advisory Partners Ltd. ("Crestfield"), dated April 12, 2019 (the "Crestfield Agreement"), together with all amendments, addenda, side letters, and modifications thereto, if any. This production includes the complete executed version of the Crestfield Agreement as well as all related due diligence and onboarding files maintained by TGH in connection with the engagement of Crestfield.
C. Crestfield Invoices and Payment Records. All invoices issued by Crestfield Advisory Partners Ltd. to TGH from the inception of the engagement in April 2019 through October 2024, totaling twenty-four (24) invoices in the aggregate amount of Three Million Two Hundred Ten Thousand U.S. Dollars ($3,210,000.00). This category also includes all internal approval and payment authorization records associated with each Crestfield invoice, including sign-off memoranda, wire transfer instructions, and corresponding payment confirmations.
D. Board Resolutions and Minutes of TGH. Relevant resolutions adopted by the board of directors of Torchlight Ganara Holdings Ltd. and minutes of board meetings at which matters pertaining to the Crestfield engagement, West African governmental affairs, mining license applications, and related subjects were discussed or acted upon.
E. Mining Permits, Licenses, and Environmental Approvals. All mining permits, exploration licenses, environmental impact approvals, and related governmental authorizations issued by the Republic of Ganara to TGM or TGH, including without limitation:
(i) Kousseri Copper-Cobalt Complex Mining License (License No. KCC-2019-0047), issued by the Ministry of Mines and Geology of the Republic of Ganara on September 14, 2019;
(ii) Kousseri Environmental Impact Approval (Certificate No. ENV-KCC-2020-113), issued by the National Environmental Protection Agency of the Republic of Ganara on March 27, 2020;
(iii) Dembélé Rare Earths Exploration License (License No. DRE-2021-0092), issued by the Ministry of Mines and Geology of the Republic of Ganara on July 8, 2021;
(iv) Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), issued by the Ministry of Mines and Geology of the Republic of Ganara on February 14, 2023, converting the exploration license to a full mining license; and
(v) Kousseri Expansion Permit (Amendment KCC-2019-0047-A1), issued by the Ministry of Mines and Geology of the Republic of Ganara on April 3, 2024, authorizing expansion of operations at the Kousseri Copper-Cobalt Complex.
This production also includes all related correspondence between TGM and the relevant Ganaran governmental agencies in connection with the foregoing permits and licenses, to the extent such correspondence was maintained in the files produced by the identified custodians and was not subject to a claim of privilege.
F. Anti-Corruption Compliance Policies and Procedures. Torchlight's Code of Business Conduct and Ethics, Anti-Corruption and Anti-Bribery Policy (as in effect during the relevant period), Delegation of Authority Policy, and Third-Party Due Diligence Procedures, including all versions and amendments thereof in effect from January 2017 through the present.
G. Whistleblower Complaint Records. Records related to the anonymous whistleblower complaint received on August 19, 2024, through Torchlight's third-party compliance hotline operated by Sentinel Compliance Solutions Inc. (Report ID: SCH-2024-08-4417). This production includes the initial intake report, internal investigation memoranda (to the extent not privileged), and escalation documentation reflecting the referral of the complaint to the Chair of the Audit Committee of Torchlight's Board of Directors, Dr. Eleanor Fiske, dated August 26, 2024.
H. Selected Financial Records. Selected financial records from the following bank accounts:
(i) Torchlight Ganara Holdings Ltd. account at Meridian Commercial Bank (BVI), Account No. 7740-2281-0056; and
(ii) Torchlight Ganara Mining S.A. account at Regency International Bank (Ganara), Account No. GAN-4419-8837.
These financial records include account statements, wire transfer records, payment instructions, and related transactional documentation for the period covered by the Subpoena.
We note that additional categories of documents, including email communications from custodial mailboxes and financial systems data extracted from Torchlight's enterprise resource planning system, are currently being collected, processed, and reviewed for responsiveness and privilege by Marlowe Asset Management Digital Forensics Inc. ("Marlowe Asset Management"), the e-discovery vendor retained by Calderwood & Harkness for this engagement. These materials will be produced in subsequent rolling productions. The total estimated data volume currently under collection is approximately 1.625 terabytes (TB), comprising approximately 1.2 TB of email data, 340 gigabytes (GB) of financial systems data, and 85 GB of shared-drive documents, across the twenty-three (23) identified custodians. Calderwood & Harkness is working diligently with Marlowe Asset Management to process these materials as expeditiously as practicable.
III. Production Format and Specifications
Documents in this production are being transmitted in electronic format via secure file transfer to the Staff in accordance with the SEC Division of Enforcement's guidelines for electronic document submissions. The production is formatted as follows:
• Documents have been converted to single-page TIFF images with extracted text files. For documents that were originally in image-only format (e.g., scanned PDFs without embedded text layers), optical character recognition ("OCR") has been applied to generate searchable text.
• Load files accompanying this production are provided in Concordance- and Relativity-compatible format, enabling the Staff to ingest the production into standard document review platforms.
• Spreadsheets, financial data files, and other documents whose content or formatting would be materially degraded or rendered unintelligible by conversion to TIFF images have been produced in their native electronic format, with corresponding placeholder TIFF images and associated metadata entries included in the load files.
• Metadata fields have been preserved and are included in the accompanying load files, including, but not limited to, document date, author, custodian, file type, file path, creation date, last modified date, and document title, where such metadata was available.
If the Staff has any questions or concerns regarding the format of production, or if the Staff would prefer an alternative production format for particular categories of documents, we are happy to discuss and accommodate reasonable requests.
IV. Bates Numbering Convention
All documents in this production bear Bates numbers in the following format: TMC-SEC-000001 through the final document in this production. The prefix "TMC-SEC" has been adopted to designate documents produced by Torchlight Mining Corp. in response to the SEC Subpoena in File No. HO-14892 and to distinguish this production from any documents that may be produced to other requesting parties or agencies.
Sequential Bates numbering is continuous. Subsequent rolling productions in this matter will continue the Bates sequence from the last number used in this production. The specific Bates range encompassed by this first rolling production is identified on the accompanying Transmittal Index, which sets forth the beginning and ending Bates numbers for each document or logical set of documents included herein.
V. Volume of the First Production
This first rolling production comprises a total of 4,218 documents, consisting of 27,643 pages/images. The production includes both hard-copy documents that have been scanned and converted to electronic images and natively electronic documents produced either in TIFF format or in native format, as described in Section III above. Certain native-format files (principally spreadsheets) are counted as single documents but may contain multiple worksheets or tabs. The Transmittal Index accompanying this production provides a detailed breakdown of document counts and page counts by production category.
VI. Privilege Withholdings and Privilege Log
Certain documents responsive to the Subpoena have been withheld from this production on the basis of the attorney-client privilege, the work product doctrine, or both. Torchlight has conducted a thorough privilege review of the documents collected for this production and has withheld those documents that constitute or reflect confidential communications between Torchlight and its legal counsel made for the purpose of seeking or rendering legal advice, as well as documents prepared by or at the direction of counsel in anticipation of litigation or in connection with this investigation.
A privilege log identifying each document withheld on the basis of privilege will be provided to the Staff under separate cover in accordance with the SEC Staff's guidance on the preparation and submission of privilege logs. The privilege log will include the following information for each withheld document: (i) the date of the document; (ii) the author of the document; (iii) all recipients and persons copied on the document; (iv) a general description of the subject matter of the document sufficient to assess the privilege claim without revealing privileged content; and (v) the specific privilege or protection asserted as the basis for withholding (i.e., attorney-client privilege, work product doctrine, or both).
Torchlight expressly reserves all objections and privileges with respect to the documents produced and withheld in connection with this production, including but not limited to:
(a) the attorney-client privilege;
(b) the work product doctrine, including both "fact" work product and "opinion" work product;
(c) the joint defense privilege and/or common interest privilege; and
(d) any other applicable privilege, immunity, or protection recognized under federal, state, or foreign law.
In this connection, we note that Torchlight and its Canadian counsel, Bartlett Keene & Ostrander LLP (Richard Bartlett III, lead partner), have entered into a Common Interest Agreement dated March 10, 2025 (the "Common Interest Agreement"). The Common Interest Agreement was executed by Calderwood & Harkness LLP on behalf of Torchlight and by Bartlett Keene & Ostrander LLP in connection with coordinated defense efforts relating to the investigation. Privileged materials shared between or among the parties under the Common Interest Agreement are protected by the common interest privilege and are not being produced in this or any subsequent production. The existence of the Common Interest Agreement does not constitute a waiver of any privilege, and Torchlight expressly asserts the common interest privilege with respect to all materials shared thereunder.
VII. Continuing Production Obligations and Anticipated Schedule
Torchlight intends to make additional rolling productions on a reasonable and expeditious schedule as document collection, processing, and review are completed. Calderwood & Harkness is committed to producing responsive, non-privileged documents as promptly as practicable.
In addition to the categories of documents included in this first production, the following categories of materials are currently being collected, processed, or reviewed and will be included in future rolling productions to the extent they are determined to be responsive and non-privileged:
(a) Email and Electronic Communications. Email communications and other electronic correspondence from the twenty-three (23) identified custodians are currently being processed by Marlowe Asset Management Digital Forensics Inc. (engagement lead: Rachel Hartley). Given the volume of email data under collection (approximately 1.2 TB), processing, de-duplication, date filtering, and search-term application are ongoing. Calderwood & Harkness anticipates that the first production of email communications will be included in the second rolling production, which we currently estimate will be transmitted to the Staff within approximately four to six weeks of the date of this letter.
(b) Forensic Accounting Materials. Torchlight has retained Pinnacle Forensic Advisory LLC ("Pinnacle") to perform forensic accounting work in connection with this matter. Pinnacle was retained on March 12, 2025, under the direction and at the request of counsel; the engagement is being overseen by Dr. Leonard Strauss, Pinnacle's engagement partner. Materials being developed by Pinnacle are being reviewed for responsiveness and privilege, and responsive, non-privileged materials will be included in future productions.
(c) Financial Systems Data. Data extracted from Torchlight's enterprise resource planning and financial management systems (approximately 340 GB) is currently being processed and reviewed. This data will be produced in a format agreed upon with the Staff in subsequent rolling productions.
Calderwood & Harkness will keep the Staff apprised of the anticipated timing and scope of future rolling productions. We are committed to maintaining an open dialogue with the Staff to ensure that the production schedule meets the Staff's reasonable needs and expectations.
VIII. Reservations and Caveats
Torchlight does not waive, and hereby expressly reserves, any and all objections to the Subpoena, whether or not previously asserted, including but not limited to objections based on:
(a) the scope of the Subpoena, including the breadth of the document requests and the time periods covered;
(b) relevance, materiality, and the relationship of the requested documents to the subject matter of the investigation;
(c) burden and proportionality, including the costs and burdens associated with the collection, processing, review, and production of documents from multiple jurisdictions;
(d) attorney-client privilege, the work product doctrine, and any other applicable privilege or protection;
(e) any applicable foreign data privacy laws, data protection regulations, or blocking statutes, including without limitation the data privacy laws of the British Virgin Islands, the Republic of Ganara, and Canada (including the Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5 ("PIPEDA") and applicable provincial privacy legislation), which may impose restrictions on the cross-border transfer of personal data and business records; and
(f) any other ground recognized under applicable law, regulation, or rule.
The production of documents in connection with this letter and the Subpoena is made without any concession as to the relevance, materiality, or admissibility of any document produced. Torchlight further reserves the right to supplement, amend, or correct this production in the event that additional responsive documents are identified during the ongoing collection and review process, or if documents previously produced are determined to have been produced in error or in an incomplete form.
No waiver of any privilege is intended by the production of any document included in this or any subsequent production. In the event that any document protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection is inadvertently produced, Torchlight hereby requests the prompt return or destruction of such document and all copies thereof, pursuant to Federal Rule of Evidence 502(b) and the applicable SEC Division of Enforcement protocols governing the clawback of inadvertently produced privileged materials. Torchlight expressly reserves all rights under Rule 502(b), including the right to assert that any inadvertent production does not constitute a waiver of the applicable privilege or protection. We respectfully request that the Staff notify us immediately upon identification of any document that may have been inadvertently produced and refrain from further reviewing or disseminating such document pending resolution of the privilege claim.
IX. Cooperation Statement
Torchlight Mining Corp. remains fully committed to cooperating with the Staff's investigation. Torchlight has taken, and will continue to take, all reasonable steps to identify, collect, preserve, and produce documents responsive to the Subpoena in a timely and complete manner. Calderwood & Harkness is available at the Staff's convenience to discuss any questions or concerns regarding this production, the format of production, the scope and timing of future rolling productions, or any other matter related to Torchlight's cooperation with the investigation.
Should the Staff wish to discuss any aspect of this production or the investigation generally, please do not hesitate to contact the undersigned or Conrad Ashby at the contact information set forth below:
Steven Hollander, Lead Associate Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Direct Telephone: (212) 554-7844
Email: shollander@calderwoodharkness.com
Conrad Ashby, Responsible Partner Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019 Direct Telephone: (212) 554-7812
Email: cashby@calderwoodharkness.com
We appreciate the Staff's courtesy and professionalism in handling this matter and look forward to continuing our cooperative dialogue.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Steven Hollander Lead Associate White Collar & Investigations Practice
cc:
Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP Victoria Chambers, Billing Partner, Calderwood & Harkness LLP Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp.
Enclosures: First Rolling Production (TMC-SEC-000001 through TMC-SEC-027643); Transmittal Index

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