1039-00005 · Torchlight Mining Corp · Investigation Planning

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

LITIGATION HOLD NOTICE

DOCUMENT PRESERVATION DIRECTIVE

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

C&H Matter No.: 1039-00005

March 17, 2025

FROM: Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp., at the direction of outside counsel Calderwood & Harkness LLP (Conrad Ashby, Responsible Partner, White Collar & Investigations)

TO: All Custodians Identified on Appendix A (23 custodians across Torchlight Mining Corp., Torchlight Ganara Holdings Ltd., and Torchlight Ganara Mining S.A.)

RE: Obligation to Preserve Documents and Electronically Stored Information Related to the Republic of Ganara Operations, Government Relations Activities, and Related Matters

THIS LITIGATION HOLD NOTICE REQUIRES YOUR IMMEDIATE ATTENTION AND ACTION. PLEASE READ THIS NOTICE IN ITS ENTIRETY. IF YOU HAVE ANY QUESTIONS, CONTACT THE PERSONS IDENTIFIED IN SECTION 10 BELOW IMMEDIATELY. YOU MUST RETURN THE SIGNED ACKNOWLEDGMENT FORM ATTACHED AS APPENDIX B NO LATER THAN MARCH 24, 2025.

1. Purpose and Legal Obligation

Torchlight Mining Corp. ("Torchlight" or "TMC," NYSE: TRCH; TSX: TMC), together with its subsidiaries Torchlight Ganara Holdings Ltd. ("TGH") and Torchlight Ganara Mining S.A. ("TGM," and together with Torchlight and TGH, the "Company"), is currently subject to governmental investigations that impose a legal obligation to immediately preserve all potentially relevant documents and electronically stored information ("ESI"). This Litigation Hold Notice is being issued to inform you of your personal obligation to identify and preserve all documents and ESI that may be relevant to these investigations.

On January 22, 2025, the U.S. Securities and Exchange Commission ("SEC") issued a formal order of investigation under File No. HO-14892, initiating an investigation into certain activities of the Company. On February 3, 2025, the SEC served a formal document subpoena on Torchlight seeking the production of a broad range of documents and ESI relating to the Company's operations in the Republic of Ganara. Separately, on February 14, 2025, the U.S. Department of Justice ("DOJ") transmitted a voluntary document preservation request to Torchlight, signaling that the DOJ is conducting its own inquiry into the same subject matter.

These governmental investigations concern potential violations of the Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), 15 U.S.C. §§ 78dd-1 et seq. and 15 U.S.C. §§ 78m(b)(2), (b)(5), in connection with Torchlight's mining operations in the Republic of Ganara, West Africa. The investigations encompass both the anti-bribery provisions and the books-and-records and internal-controls provisions of the FCPA.

Calderwood & Harkness LLP ("C&H" or "outside counsel") has been retained as principal outside counsel to the Company to conduct a comprehensive internal investigation and to coordinate the Company's response to the SEC and DOJ investigations. The engagement was formalized on March 5, 2025, and C&H is acting under the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp.

This Litigation Hold Notice supersedes and supplements any prior document preservation instructions that may have been issued in connection with these matters, including any informal preservation guidance that may have been communicated following the receipt of the SEC subpoena or the DOJ preservation request. To the extent that you received prior preservation instructions, those obligations remain in full force and effect and are expanded by the terms of this notice.

You should understand that the obligation to preserve potentially relevant documents and ESI is a legal requirement that attaches to the Company and to each individual custodian. Failure to preserve relevant materials may result in severe legal consequences for the Company, including adverse evidentiary inferences, monetary sanctions, contempt findings, and other penalties imposed by courts or regulatory bodies. In addition, the intentional destruction, alteration, or concealment of documents that are subject to a governmental investigation or legal proceeding may constitute obstruction of justice or spoliation, either of which may expose individuals to personal civil and criminal liability. Compliance with this notice is mandatory and is not discretionary.

2. Effective Date and Preservation Period

This Litigation Hold Notice is effective immediately as of March 17, 2025. Upon receipt of this notice, you are required to take immediate steps to preserve all documents and ESI within the scope described in Section 3 below.

The temporal scope of the preservation obligation covers all documents and ESI created, sent, received, modified, accessed, or stored during the period from January 1, 2018 through the present date, and continuing forward until this hold is formally released in writing by the General Counsel or outside counsel. No informal or oral communication shall constitute a release of this hold; only a written release signed by the General Counsel or a partner of Calderwood & Harkness LLP shall be effective to terminate the preservation obligation.

The January 1, 2018 start date has been selected to capture the period preceding the formation of key relationships and transactions that are the subject of the governmental investigations. Specifically, this date precedes the following events:

• The appointment of Gerald R. Vandermeer as Chief Executive Officer of Torchlight Mining Corp., effective June 22, 2018;

• The appointment of Marcus Delacroix as Vice President, Africa Operations, effective November 3, 2018;

• The hiring of Raymond Osei-Bonsu as Country Manager of Torchlight Ganara Mining S.A., effective February 7, 2019; and

• The execution of the Government Relations Advisory Agreement between TGH and Crestfield Advisory Partners Ltd. on April 12, 2019.

The January 1, 2018 start date is designed to capture documents relating to the origination, negotiation, and formation of these relationships, as well as any antecedent activities, communications, and decision-making processes that may be relevant to the investigations.

No documents or ESI within the scope of this hold may be destroyed, deleted, modified, overwritten, or otherwise disposed of, regardless of any pre-existing document retention or destruction policies. All routine document retention schedules and destruction cycles maintained by Torchlight, TGH, or TGM are hereby suspended with respect to all materials that fall within the scope of this hold. This suspension applies immediately and will remain in effect until the hold is formally released.

3. Scope of Preservation — Subject Matter

The following sections describe the subject-matter categories of documents and ESI that must be preserved. These categories are intended to be broadly construed. If you are uncertain whether a particular document or category of documents falls within the scope of this hold, you must err on the side of preservation and contact the General Counsel or outside counsel for guidance.

3.1 Ganaran Operations Generally

All documents relating to Torchlight's mining operations in the Republic of Ganara must be preserved. This includes, without limitation, all documents, communications, reports, analyses, memoranda, presentations, and other materials relating to:

(a) The Kousseri Copper-Cobalt Complex, including all phases of exploration, development, construction, commissioning, and ongoing mining operations at the Kousseri site;

(b) The Dembélé Rare Earths Project, including all phases of exploration, feasibility studies, licensing, development, and any mining activities at the Dembélé site;

(c) Torchlight Ganara Holdings Ltd. ("TGH"), an entity incorporated in the British Virgin Islands on March 15, 2017, with its registered address at Wickhams Cay II, Suite 408, Road Town, Tortola, British Virgin Islands, including all corporate records, board minutes, resolutions, financial statements, and correspondence relating to TGH;

(d) Torchlight Ganara Mining S.A. ("TGM"), an entity organized under the laws of the Republic of Ganara, with its registered address at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara, including all corporate records, board minutes, resolutions, financial statements, and correspondence relating to TGM;

(e) All mining concessions, exploration licenses, environmental permits, land-use authorizations, water-use permits, and any other regulatory approvals obtained, applied for, renewed, amended, or under discussion in connection with Ganaran operations, specifically including but not limited to:

(i) The 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;

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

(iii) The 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;

(iv) The 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

(v) The Kousseri Expansion Permit, Amendment No. KCC-2019-0047-A1, issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on April 3, 2024;

(f) All documents relating to the Company's strategic planning, business development, capital allocation, and investment decisions with respect to Ganaran operations;

(g) All documents relating to operational management, staffing, logistics, supply chain, and security arrangements in Ganara; and

(h) All documents relating to community relations, social investment programs, land acquisition, resettlement activities, and stakeholder engagement in connection with Ganaran operations.

3.2 Crestfield Advisory Partners Ltd.

All documents relating to Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated in the Republic of Mauritius with its registered address at 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius, and its principal, Jean-Philippe Renard, must be preserved. This includes, without limitation:

(a) The Government Relations Advisory Agreement between TGH and Crestfield dated April 12, 2019, together with all amendments, addenda, supplements, side letters, statements of work, and any other documents modifying, extending, or supplementing the terms of the engagement;

(b) All correspondence, memoranda, presentations, and communications relating to the negotiation, execution, implementation, oversight, and performance of the Crestfield engagement;

(c) All invoices submitted by Crestfield to TGH, TGM, or any other Torchlight entity, including a total of twenty-four (24) invoices submitted during the period from April 2019 through October 2024, representing aggregate payments of approximately $3,210,000. This includes the invoices themselves, all supporting documentation, deliverables, work product, activity reports, and progress memoranda submitted by Crestfield in connection with the invoiced services;

(d) All payment records, wire transfer instructions, bank confirmations, payment approval documentation, check requests, and accounts payable records relating to payments made to Crestfield or to any account designated by Crestfield or Renard;

(e) All communications with Crestfield, Renard, or any employee, agent, or associate of Crestfield, including communications conducted through corporate email, personal email accounts, messaging platforms (including Meridian Services Inc., Signal, and any other messaging applications), telephone, or in-person meetings, and any notes or summaries of such communications;

(f) All due diligence documentation relating to the selection and retention of Crestfield, including background checks, reference checks, reputational inquiries, beneficial ownership verifications, conflict-of-interest analyses, and anti-corruption screening results, as well as any documentation reflecting the absence or inadequacy of such due diligence;

(g) Any competitive bidding, request-for-proposal, or selection process documentation relating to government relations advisory services in Ganara, including any evaluation of alternative service providers;

(h) All documents relating to the scope of services provided by Crestfield, the nature of the work performed, the government officials or entities contacted, and the results or outcomes achieved; and

(i) All internal communications within the Company regarding Crestfield, including any discussions about the appropriateness, necessity, or compliance implications of the Crestfield engagement.

3.3 Government Officials and Government Relations

All documents relating to interactions, communications, meetings, payments, gifts, hospitality, travel, entertainment, or benefits of any kind provided to, arranged for, or for the benefit of any Ganaran government official must be preserved. This includes, without limitation, all documents relating to:

(a) The Honorable Boubacar Diallo, former Minister of Mines and Natural Resources of the Republic of Ganara, who served in that capacity from 2018 to 2023, including all communications, meetings, gifts, hospitality, or other interactions with Minister Diallo or members of his staff, family, or close associates;

(b) Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment of the Republic of Ganara, who has served in that capacity since 2017, including all communications, meetings, gifts, hospitality, or other interactions with Director Traoré or members of his staff, family, or close associates;

(c) Colonel Ibrahim Konaté, former Regional Prefect of Kousseri Province, who served in that capacity from 2019 to 2023, including all communications, meetings, gifts, hospitality, or other interactions with Col. Konaté or members of his staff, family, or close associates;

(d) Any other officials, employees, or agents of the Government of the Republic of Ganara, including officials of any ministry, department, agency, regulatory body, state-owned enterprise, or instrumentality of the government, at any level (national, regional, or local), as well as their family members or close associates;

(e) All documents relating to "community development" expenditures, "stakeholder engagement" activities, "expediting fees," "facilitation payments," "regulatory liaison" activities, "government outreach," or any similarly described payments, benefits, or activities, regardless of the label used, in connection with Ganaran operations;

(f) All documents relating to vehicle purchases, vehicle transfers, vehicle leases, or the provision of vehicles to or for the benefit of any government official, government employee, or any other person associated with the government of Ganara;

(g) All documents relating to travel arrangements, airline tickets, hotel accommodations, per diem payments, or other travel-related benefits provided to or for the benefit of any government official or government employee; and

(h) All documents relating to dinners, receptions, events, entertainment, sponsorships, donations, or other forms of hospitality or benefits provided to or for the benefit of any government official or government employee.

3.4 Financial Records

All financial records relating to TGH and TGM must be preserved, including without limitation:

(a) General ledger entries, journal entries, trial balances, accounts payable records, accounts receivable records, bank statements, bank reconciliations, wire transfer records, canceled checks, deposit slips, and all other records of financial transactions;

(b) Records relating to the following bank accounts, including all account-opening documentation, signatory cards, account statements, wire transfer instructions, and correspondence with the respective financial institutions:

(i) The account maintained at Meridian Commercial Bank (British Virgin Islands), Account No. 7740-2281-0056; and

(ii) The account maintained at Regency International Bank (Republic of Ganara), Account No. GAN-4419-8837;

(c) All records relating to cash withdrawals from either of the foregoing accounts or from any other account maintained by TGH or TGM, with particular attention to transactions coded under General Ledger Account 7450 ("Community Relations Expenses") or any similar or related general ledger codes, including but not limited to GL 7200 ("Government & Regulatory Affairs") and GL 7310 ("Stakeholder Engagement");

(d) All records relating to procurement, purchase orders, vendor registrations, vendor master files, vendor payments, expense reimbursements, petty cash records, and any other disbursements made in connection with Ganaran operations;

(e) All budgets, forecasts, financial plans, variance analyses, and management reports relating to Ganaran operations; and

(f) All audit reports, internal audit workpapers, external audit correspondence, management letters, and auditor communications relating to TGH, TGM, or Ganaran operations.

3.5 Compliance and Ethics

All documents relating to the Company's anti-corruption compliance program must be preserved, including without limitation:

(a) All anti-corruption and anti-bribery policies, procedures, guidelines, and codes of conduct, including all versions in effect at any time during the preservation period, and all related training materials, training presentations, training attendance records, certifications, and post-training assessments;

(b) All compliance audit reports, compliance risk assessments, and compliance program reviews or evaluations, whether conducted internally or by external consultants or advisors;

(c) All documents relating to the Company's Delegation of Authority Policy, including the policy itself, all versions and amendments, approval matrices, records of approvals and exceptions, and any communications concerning the application or circumvention of the Delegation of Authority Policy;

(d) All documents relating to the anonymous whistleblower complaint received on August 19, 2024, through the Sentinel Compliance Solutions Inc. ethics hotline, assigned Report ID SCH-2024-08-4417, including:

(i) The complaint itself, in its original and complete form;

(ii) All internal escalation records, routing records, and triage documentation;

(iii) All documentation relating to the escalation of the complaint to the Chair of the Audit Committee of the Board of Directors on August 26, 2024;

(iv) All documentation relating to the Audit Committee's authorization, on September 5, 2024, of a preliminary internal review of the allegations raised in the complaint;

(v) All documentation generated in connection with the preliminary internal review, including interview notes, document review logs, findings, and recommendations; and

(vi) All communications among members of management, the Audit Committee, or counsel concerning the complaint, the escalation, or the preliminary internal review;

(e) All documents relating to any prior compliance reviews, audits, inquiries, assessments, or investigations concerning Ganaran operations, anti-corruption compliance, or the activities of any individual or entity identified in this notice; and

(f) All third-party due diligence reports, anti-corruption screening results, and beneficial-ownership verification reports relating to agents, consultants, intermediaries, or other business partners engaged in connection with Ganaran operations.

3.6 Key Personnel

All documents relating to the activities, communications, and responsibilities of the following individuals in connection with any of the subject matters described in this Section 3 must be preserved:

(a) Marcus Delacroix, former Vice President, Africa Operations, Torchlight Mining Corp. (employment period: November 3, 2018 through November 15, 2024, date of resignation). Mr. Delacroix's personnel records, performance evaluations, compensation records, travel records, expense reports, and all communications to, from, or concerning Mr. Delacroix in connection with Ganaran operations are within scope;

(b) Raymond Osei-Bonsu, former Country Manager, Torchlight Ganara Mining S.A. (employment period: February 7, 2019 through January 8, 2025, date of termination). Mr. Osei-Bonsu's personnel records, performance evaluations, compensation records, travel records, expense reports, and all communications to, from, or concerning Mr. Osei-Bonsu in connection with Ganaran operations are within scope;

(d) Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A.;

(e) Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp.;

(f) Diane Fournier, Vice President, Finance, Torchlight Mining Corp.;

(g) Nadia Berenson, Vice President, Compliance and Ethics, Torchlight Mining Corp.;

(h) Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp.; and

(i) All other custodians identified on Appendix A to this notice, including all current and former employees and all shared and departmental mailboxes listed therein.

For the avoidance of doubt, the preservation obligation encompasses all documents and communications of the foregoing individuals that relate to any subject matter described in Sections 3.1 through 3.5 and 3.7 of this notice, regardless of whether the documents or communications are stored on corporate systems, personal devices, personal email accounts, or third-party platforms.

3.7 Government Investigations and Legal Proceedings

All documents relating to the pending governmental investigations and any related regulatory or legal proceedings must be preserved, including without limitation:

(a) All documents relating to the SEC investigation under File No. HO-14892, including the formal order of investigation, the document subpoena, all correspondence with the SEC, and all internal communications concerning the investigation;

(b) All documents relating to the DOJ inquiry, including the voluntary document preservation request dated February 14, 2025, all correspondence with the DOJ, and all internal communications concerning the inquiry;

(c) All documents relating to communications with, submissions to, or requests from any other governmental authority, regulatory body, or law enforcement agency concerning the matters described in this notice;

(d) All documents relating to communications with Calderwood & Harkness LLP, including all engagement letters, correspondence, memoranda, presentations, and other communications in connection with the internal investigation and the Company's response to the governmental investigations;

(e) All documents relating to communications with Bartlett Keene & Ostrander LLP, Hargrove Whitfield LLP, Ndong & Keïta Cabinet Juridique, or any other law firm, counsel, or legal advisor engaged in connection with the matters described in this notice; and

(f) All documents relating to any civil litigation, arbitration, or other legal proceeding that arises out of or relates to the matters described in this notice, whether pending or reasonably anticipated.

4. Types of Materials to Be Preserved

The following categories describe the types and formats of materials that must be preserved. This list is illustrative and not exhaustive. If you possess, have custody of, or have control over materials that may be relevant to the matters described in this notice, you must preserve them regardless of the format in which they exist.

4.1 Electronic Communications

(a) Corporate Email. All emails, including sent, received, drafted, and deleted emails, together with all attachments, embedded images, calendar entries, meeting invitations, and contact lists, stored on or accessible through the Company's corporate email systems (including Hollowell Systems, Strathmore Data Systems, and Ashgrove Software);

(b) Personal Email. All emails sent, received, or stored in personal email accounts (including Northgate Software, Cascade Health IT, Hotmail, Meridian Systems, and any other personal email service) where Company business was conducted. This is of specific relevance to this investigation, as the internal preliminary review has identified instances in which personal email accounts were used for business communications related to the subject matter of the investigations. If you used a personal email account for any Company business, you must preserve all relevant messages and notify the General Counsel or outside counsel immediately;

(c) Text Messages and Instant Messages. All text messages (SMS and Westmark Software), instant messages, and communications transmitted through messaging platforms, including but not limited to Meridian Services Inc., Signal, WeChat, Northgate Data Systems, Meridian Solutions, WhatsApp, and any other messaging application, whether on corporate or personal devices;

(d) Voicemails and Recorded Calls. All voicemails, recorded telephone communications, and call logs that relate to the subject matter described in this notice.

4.2 Electronic Documents and Data

(a) Word processing documents (including Microsoft Word, Stonefield Health IT, and similar applications), spreadsheets (including Microsoft Excel and Stonefield Services Inc.), presentations (including Microsoft Northgate Services Inc. and Pemberton Services Inc.), and PDFs;

(b) Financial systems data, including data stored in or generated by enterprise resource planning ("ERP") systems (including SAP, Ridgeline Industries, and any other ERP platform used by the Company), accounting software, financial reporting tools, treasury management systems, and travel and expense management platforms;

(c) Databases, structured data repositories, and data warehouses containing information relevant to the matters described in this notice;

(d) Documents stored on shared network drives, team sites, Aldermere Systems sites, cloud-based file-sharing platforms (including Cobalt Ridge Systems, Larkspur Technologies, Hollowell Health IT, and box), and any other collaborative work environments;

(e) Data stored on Company-issued laptops, desktops, tablets, and mobile devices, including locally stored files, cached data, and application data;

(f) Data stored on personal devices (including personal laptops, personal mobile phones, personal tablets, and home computers) where Company business was conducted or where Company-related documents or communications are stored;

(g) Backup tapes, archived data, and disaster-recovery copies of electronic data that contain information within the preservation period;

(h) Metadata associated with all electronic documents and communications, including file creation dates, modification dates, access dates, author information, and revision history. Metadata must be preserved in its original state and must not be altered or stripped.

4.3 Hard-Copy Documents

(a) Paper files, memoranda, letters, correspondence, notes (including handwritten notes taken during meetings, telephone calls, or site visits), reports, analyses, contracts, invoices, receipts, and financial records;

(b) Notebooks, desk calendars, day planners, pocket calendars, personal diaries, and any other physical media containing handwritten or printed information relevant to the matters described in this notice;

(c) Signed originals of contracts, agreements, amendments, corporate resolutions, board minutes, committee minutes, and other corporate governance documents.

4.4 Other Media

(a) Audio and video recordings, including recordings of meetings, presentations, conference calls, site visits, and events;

(b) Photographs, including photographs of documents, sites, meetings, events, or any other subject matter relevant to the matters described in this notice;

(c) USB drives, external hard drives, CDs, DVDs, memory cards, and any other portable storage media containing information relevant to the matters described in this notice.

5. Specific Preservation Instructions

5.1 Immediate Actions Required

Each custodian who receives this notice must take the following immediate actions:

(a) Identify and Segregate. Identify all documents and ESI in your possession, custody, or control that fall within the scope of this hold, as described in Sections 3 and 4 above. Take steps to segregate and protect these materials from inadvertent destruction, deletion, or modification;

(b) Do Not Destroy. Do not delete, destroy, discard, shred, modify, overwrite, or otherwise dispose of any documents or ESI within the scope of this hold, whether in electronic or hard-copy form. This prohibition applies regardless of whether you believe the materials are duplicative, outdated, or no longer needed for business purposes;

(c) Do Not Alter or Reorganize. Do not alter, move, reorganize, rename, or restructure files, folders, directories, or filing systems containing potentially relevant materials without prior written approval from the General Counsel or Calderwood & Harkness LLP. Moving or reorganizing files can alter metadata and destroy the evidentiary integrity of the materials;

(d) Disable Auto-Delete Functions. Immediately disable any auto-delete, auto-archive, or auto-purge functions on your email accounts, messaging applications, mobile devices, and any other systems or applications that may automatically delete or overwrite data. This includes, without limitation, the auto-delete settings on Meridian Services Inc., Signal, and any other messaging application that offers disappearing-message functionality;

(e) Preserve Personal-Device Materials. If you have relevant materials on personal devices (including personal mobile phones, personal laptops, or personal tablets), personal email accounts, or personal messaging applications, you must preserve those materials immediately and notify the General Counsel or Calderwood & Harkness LLP without delay so that appropriate preservation and collection arrangements can be made;

(f) Do Not Install Software. Do not install any new software, operating system updates, or applications on devices that may contain relevant information if doing so could overwrite, alter, or destroy existing data. If you are uncertain whether a particular software installation or update could affect relevant data, contact the General Counsel or Calderwood & Harkness LLP before proceeding;

(g) Report Potential Loss. If you become aware that any documents or ESI within the scope of this hold have been destroyed, deleted, lost, or damaged, whether inadvertently or otherwise, you must immediately notify the General Counsel and Calderwood & Harkness LLP.

5.2 Routine Destruction Suspended

All document retention and destruction policies maintained by Torchlight, TGH, and TGM, including any scheduled purges of email accounts, electronic file repositories, backup systems, or hard-copy records, are hereby suspended with respect to all materials that fall within the scope of this hold. This suspension applies to all retention schedules, destruction cycles, and records-management practices across all three entities, without exception.

The suspension of routine destruction is effective immediately and will remain in effect until this hold is formally released in writing. During the pendency of this hold, no documents or ESI within scope may be destroyed pursuant to any retention schedule, records-management policy, or IT lifecycle management program.

Any questions regarding whether a particular document or category of documents falls within the scope of this hold should be resolved in favor of preservation. When in doubt, preserve the document and contact the General Counsel or Calderwood & Harkness LLP for guidance.

5.3 Departing Employees and Organizational Changes

If you are aware of any employee departure, transfer, reassignment, or organizational change that could affect the preservation of relevant materials, you must immediately notify the General Counsel. This includes, without limitation, any situation in which an employee within the scope of this hold resigns, retires, is terminated, transfers to a different position or entity, or goes on extended leave.

The Company's Information Technology department and records management personnel are specifically directed to ensure that the devices, email accounts, network home directories, and other data sources associated with former employees Marcus Delacroix and Raymond Osei-Bonsu remain preserved, intact, and accessible. No data associated with these former employees may be deleted, overwritten, recycled, or disposed of without the express written authorization of the General Counsel and Calderwood & Harkness LLP.

Former employees who receive this notice are reminded that their obligation to preserve relevant materials in their possession, custody, or control survives the termination of their employment. This includes documents and ESI stored on personal devices, personal email accounts, personal cloud storage accounts, and any other media within their control. Former employees who have retained counsel should direct any questions to their own counsel, who may contact Calderwood & Harkness LLP as appropriate.

6. E-discovery Collection Process

Calderwood & Harkness LLP has retained Marlowe Asset Management Digital Forensics Inc. ("VDF"), a certified e-discovery and digital forensics vendor, to conduct the forensic collection, processing, and hosting of relevant data in connection with this matter. The VDF engagement is being managed by Rachel Hartley, Engagement Lead, at VDF's offices located at 1950 Old Gallows Road, Suite 300, Tysons, Virginia 22182.

VDF will be contacting custodians in the coming days and weeks to schedule forensic imaging of devices and collection of data from applicable data sources, including corporate email accounts, network home directories, shared drives, personal devices, and personal email accounts as applicable. Full cooperation with VDF is required. Please respond promptly to any communications from VDF and make yourself and your devices available at the scheduled times. If a scheduled collection time is inconvenient, contact VDF or Calderwood & Harkness LLP immediately to arrange an alternative time. Do not delay or defer collection without prior approval.

The estimated data universe subject to collection is approximately 1.625 terabytes, comprising approximately:

• 1.2 TB of email data (across corporate and personal email accounts);

• 340 GB of financial systems data (including ERP exports, accounting system data, and financial reporting data); and

• 85 GB of shared-drive documents (including network shared-drive files and cloud-stored documents).

Collections will span the full set of 23 custodians identified in Appendix A, consisting of twelve (12) current employees, four (4) former employees, and seven (7) shared or departmental mailboxes. VDF will work with the Company's Information Technology department to facilitate collections from enterprise systems and shared data sources.

In addition, Pinnacle Forensic Advisory LLC has been retained under the direction of Calderwood & Harkness LLP to conduct forensic accounting analysis in connection with the internal investigation. Pinnacle's work will focus on the analysis of financial records, transaction flows, general ledger entries, and payment patterns relating to Ganaran operations and the Crestfield engagement. Custodians may be contacted by Pinnacle for access to financial records, accounting systems, and supporting documentation. Full cooperation with Pinnacle is also required.

7. Confidentiality

This Litigation Hold Notice is privileged and confidential. It is being issued at the direction of outside counsel, Calderwood & Harkness LLP, in connection with pending and anticipated governmental investigations and legal proceedings. The contents of this notice, the instructions contained herein, and the internal investigation being conducted by Calderwood & Harkness LLP are protected by the attorney-client privilege and the attorney work product doctrine.

Recipients of this notice must not disclose the contents of this notice, the fact of its issuance, the existence or scope of the internal investigation, or any information learned in connection with these matters to any person outside the Company without prior written authorization from the General Counsel or Calderwood & Harkness LLP. This prohibition extends to disclosure to family members, friends, colleagues outside the Company, former colleagues, industry contacts, or any other third party.

Any inquiries from government agencies, regulators, law enforcement officials, journalists, media representatives, shareholders, analysts, business partners, or any other third parties regarding the governmental investigations, the internal investigation, or any of the matters described in this notice must be immediately referred, without comment or response, to:

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

Do not attempt to respond to any such inquiry on your own. Even a seemingly innocuous response or a statement that you are unable to comment may have significant legal implications. All inquiries must be routed to the General Counsel without exception.

8. Consequences of Non-Compliance

The obligation to preserve documents and ESI in connection with pending or reasonably anticipated litigation and governmental investigations is a serious legal requirement imposed by law. Courts and regulatory bodies have consistently held that parties and their agents have an affirmative duty to preserve relevant evidence when litigation or governmental investigation is pending or reasonably foreseeable.

Failure to comply with this Litigation Hold Notice may result in one or more of the following consequences:

(a) Adverse Inferences and Sanctions. A court or regulatory body may impose adverse evidentiary inferences against the Company, drawing the conclusion that destroyed or lost documents would have been unfavorable to the Company's position. Courts may also impose monetary sanctions, case-dispositive sanctions, or other penalties for spoliation of evidence;

(b) Obstruction of Justice and Criminal Liability. The intentional destruction, alteration, concealment, or falsification of documents or ESI that are subject to a governmental investigation or legal proceeding may constitute obstruction of justice under federal law (18 U.S.C. § 1519, 18 U.S.C. § 1512), which carries severe criminal penalties, including imprisonment. Individuals who engage in such conduct may be subject to personal criminal prosecution;

(c) Disciplinary Action. Any employee who fails to comply with this Litigation Hold Notice, whether through intentional destruction of documents, negligent failure to preserve materials, or failure to cooperate with collection efforts, will be subject to disciplinary action by the Company, up to and including immediate termination of employment.

All custodians are expected to take this obligation with the utmost seriousness and to err on the side of over-preservation. If you are in doubt about whether a document or communication falls within the scope of this hold, preserve it and contact the General Counsel or Calderwood & Harkness LLP for guidance. The cost and inconvenience of preserving too much material is vastly preferable to the legal consequences of preserving too little.

9. Acknowledgment Requirement

Each custodian identified on Appendix A must sign and return the Acknowledgment Form attached to this notice as Appendix B within five (5) business days of receipt of this notice. Based on the date of issuance of this notice, the deadline for returning the signed Acknowledgment Form is no later than March 24, 2025.

The signed Acknowledgment Form should be returned to:

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

with a copy to:

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

If you are unable to return the signed Acknowledgment Form by the deadline, or if you have any questions regarding this notice or your preservation obligations, you must contact one of the following persons immediately:

• Steven Hollander, Lead Associate, Calderwood & Harkness LLP

• Jasmine Thornton, Working Associate, Calderwood & Harkness LLP

The failure to return a signed Acknowledgment Form does not relieve you of your preservation obligations under this notice. Your obligations are effective immediately upon receipt of this notice, regardless of whether the Acknowledgment Form has been signed and returned.

10. Contact Information

If you have any questions regarding this Litigation Hold Notice, your preservation obligations, the scope of materials to be preserved, or the e-discovery collection process, please contact the following persons:

For questions regarding your legal rights or obligations, contact Calderwood & Harkness LLP. For questions regarding e-discovery collection scheduling and logistics only, you may contact Rachel Hartley at VDF directly.

Issued this 17th day of March, 2025

TORCHLIGHT MINING CORP.

By: ________

Name: Patricia Sung

Title: General Counsel & Corporate Secretary

Date: March 17, 2025

CALDERWOOD & HARKNESS LLP

By: ________

Name: Conrad Ashby

Title: Partner, White Collar & Investigations

Date: March 17, 2025

APPENDIX A

CUSTODIAN LIST

C&H Matter No.: 1039-00005

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
LITIGATION HOLD NOTICE
DOCUMENT PRESERVATION DIRECTIVE
Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019
C&H Matter No.: 1039-00005
March 17, 2025
FROM: Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp., at the direction of outside counsel Calderwood & Harkness LLP (Conrad Ashby, Responsible Partner, White Collar & Investigations)
TO: All Custodians Identified on Appendix A (23 custodians across Torchlight Mining Corp., Torchlight Ganara Holdings Ltd., and Torchlight Ganara Mining S.A.)
RE: Obligation to Preserve Documents and Electronically Stored Information Related to the Republic of Ganara Operations, Government Relations Activities, and Related Matters
THIS LITIGATION HOLD NOTICE REQUIRES YOUR IMMEDIATE ATTENTION AND ACTION. PLEASE READ THIS NOTICE IN ITS ENTIRETY. IF YOU HAVE ANY QUESTIONS, CONTACT THE PERSONS IDENTIFIED IN SECTION 10 BELOW IMMEDIATELY. YOU MUST RETURN THE SIGNED ACKNOWLEDGMENT FORM ATTACHED AS APPENDIX B NO LATER THAN MARCH 24, 2025.
1. Purpose and Legal Obligation
Torchlight Mining Corp. ("Torchlight" or "TMC," NYSE: TRCH; TSX: TMC), together with its subsidiaries Torchlight Ganara Holdings Ltd. ("TGH") and Torchlight Ganara Mining S.A. ("TGM," and together with Torchlight and TGH, the "Company"), is currently subject to governmental investigations that impose a legal obligation to immediately preserve all potentially relevant documents and electronically stored information ("ESI"). This Litigation Hold Notice is being issued to inform you of your personal obligation to identify and preserve all documents and ESI that may be relevant to these investigations.
On January 22, 2025, the U.S. Securities and Exchange Commission ("SEC") issued a formal order of investigation under File No. HO-14892, initiating an investigation into certain activities of the Company. On February 3, 2025, the SEC served a formal document subpoena on Torchlight seeking the production of a broad range of documents and ESI relating to the Company's operations in the Republic of Ganara. Separately, on February 14, 2025, the U.S. Department of Justice ("DOJ") transmitted a voluntary document preservation request to Torchlight, signaling that the DOJ is conducting its own inquiry into the same subject matter.
These governmental investigations concern potential violations of the Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), 15 U.S.C. §§ 78dd-1 et seq. and 15 U.S.C. §§ 78m(b)(2), (b)(5), in connection with Torchlight's mining operations in the Republic of Ganara, West Africa. The investigations encompass both the anti-bribery provisions and the books-and-records and internal-controls provisions of the FCPA.
Calderwood & Harkness LLP ("C&H" or "outside counsel") has been retained as principal outside counsel to the Company to conduct a comprehensive internal investigation and to coordinate the Company's response to the SEC and DOJ investigations. The engagement was formalized on March 5, 2025, and C&H is acting under the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp.
This Litigation Hold Notice supersedes and supplements any prior document preservation instructions that may have been issued in connection with these matters, including any informal preservation guidance that may have been communicated following the receipt of the SEC subpoena or the DOJ preservation request. To the extent that you received prior preservation instructions, those obligations remain in full force and effect and are expanded by the terms of this notice.
You should understand that the obligation to preserve potentially relevant documents and ESI is a legal requirement that attaches to the Company and to each individual custodian. Failure to preserve relevant materials may result in severe legal consequences for the Company, including adverse evidentiary inferences, monetary sanctions, contempt findings, and other penalties imposed by courts or regulatory bodies. In addition, the intentional destruction, alteration, or concealment of documents that are subject to a governmental investigation or legal proceeding may constitute obstruction of justice or spoliation, either of which may expose individuals to personal civil and criminal liability. Compliance with this notice is mandatory and is not discretionary.
2. Effective Date and Preservation Period
This Litigation Hold Notice is effective immediately as of March 17, 2025. Upon receipt of this notice, you are required to take immediate steps to preserve all documents and ESI within the scope described in Section 3 below.
The temporal scope of the preservation obligation covers all documents and ESI created, sent, received, modified, accessed, or stored during the period from January 1, 2018 through the present date, and continuing forward until this hold is formally released in writing by the General Counsel or outside counsel. No informal or oral communication shall constitute a release of this hold; only a written release signed by the General Counsel or a partner of Calderwood & Harkness LLP shall be effective to terminate the preservation obligation.
The January 1, 2018 start date has been selected to capture the period preceding the formation of key relationships and transactions that are the subject of the governmental investigations. Specifically, this date precedes the following events:
•  The appointment of Gerald R. Vandermeer as Chief Executive Officer of Torchlight Mining Corp., effective June 22, 2018;
•  The appointment of Marcus Delacroix as Vice President, Africa Operations, effective November 3, 2018;
•  The hiring of Raymond Osei-Bonsu as Country Manager of Torchlight Ganara Mining S.A., effective February 7, 2019; and
•  The execution of the Government Relations Advisory Agreement between TGH and Crestfield Advisory Partners Ltd. on April 12, 2019.
The January 1, 2018 start date is designed to capture documents relating to the origination, negotiation, and formation of these relationships, as well as any antecedent activities, communications, and decision-making processes that may be relevant to the investigations.
No documents or ESI within the scope of this hold may be destroyed, deleted, modified, overwritten, or otherwise disposed of, regardless of any pre-existing document retention or destruction policies. All routine document retention schedules and destruction cycles maintained by Torchlight, TGH, or TGM are hereby suspended with respect to all materials that fall within the scope of this hold. This suspension applies immediately and will remain in effect until the hold is formally released.
3. Scope of Preservation — Subject Matter
The following sections describe the subject-matter categories of documents and ESI that must be preserved. These categories are intended to be broadly construed. If you are uncertain whether a particular document or category of documents falls within the scope of this hold, you must err on the side of preservation and contact the General Counsel or outside counsel for guidance.
3.1 Ganaran Operations Generally
All documents relating to Torchlight's mining operations in the Republic of Ganara must be preserved. This includes, without limitation, all documents, communications, reports, analyses, memoranda, presentations, and other materials relating to:
(a) The Kousseri Copper-Cobalt Complex, including all phases of exploration, development, construction, commissioning, and ongoing mining operations at the Kousseri site;
(b) The Dembélé Rare Earths Project, including all phases of exploration, feasibility studies, licensing, development, and any mining activities at the Dembélé site;
(c) Torchlight Ganara Holdings Ltd. ("TGH"), an entity incorporated in the British Virgin Islands on March 15, 2017, with its registered address at Wickhams Cay II, Suite 408, Road Town, Tortola, British Virgin Islands, including all corporate records, board minutes, resolutions, financial statements, and correspondence relating to TGH;
(d) Torchlight Ganara Mining S.A. ("TGM"), an entity organized under the laws of the Republic of Ganara, with its registered address at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara, including all corporate records, board minutes, resolutions, financial statements, and correspondence relating to TGM;
(e) All mining concessions, exploration licenses, environmental permits, land-use authorizations, water-use permits, and any other regulatory approvals obtained, applied for, renewed, amended, or under discussion in connection with Ganaran operations, specifically including but not limited to:
(i) The 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;
(ii) The Kousseri Environmental Impact Approval, Certificate No. ENV-KCC-2020-113, issued by the Ministry of Environment of the Republic of Ganara on March 27, 2020;
(iii) The 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;
(iv) The 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
(v) The Kousseri Expansion Permit, Amendment No. KCC-2019-0047-A1, issued by the Ministry of Mines and Natural Resources of the Republic of Ganara on April 3, 2024;
(f) All documents relating to the Company's strategic planning, business development, capital allocation, and investment decisions with respect to Ganaran operations;
(g) All documents relating to operational management, staffing, logistics, supply chain, and security arrangements in Ganara; and
(h) All documents relating to community relations, social investment programs, land acquisition, resettlement activities, and stakeholder engagement in connection with Ganaran operations.
3.2 Crestfield Advisory Partners Ltd.
All documents relating to Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm incorporated in the Republic of Mauritius with its registered address at 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius, and its principal, Jean-Philippe Renard, must be preserved. This includes, without limitation:
(a) The Government Relations Advisory Agreement between TGH and Crestfield dated April 12, 2019, together with all amendments, addenda, supplements, side letters, statements of work, and any other documents modifying, extending, or supplementing the terms of the engagement;
(b) All correspondence, memoranda, presentations, and communications relating to the negotiation, execution, implementation, oversight, and performance of the Crestfield engagement;
(c) All invoices submitted by Crestfield to TGH, TGM, or any other Torchlight entity, including a total of twenty-four (24) invoices submitted during the period from April 2019 through October 2024, representing aggregate payments of approximately $3,210,000. This includes the invoices themselves, all supporting documentation, deliverables, work product, activity reports, and progress memoranda submitted by Crestfield in connection with the invoiced services;
(d) All payment records, wire transfer instructions, bank confirmations, payment approval documentation, check requests, and accounts payable records relating to payments made to Crestfield or to any account designated by Crestfield or Renard;
(e) All communications with Crestfield, Renard, or any employee, agent, or associate of Crestfield, including communications conducted through corporate email, personal email accounts, messaging platforms (including Meridian Services Inc., Signal, and any other messaging applications), telephone, or in-person meetings, and any notes or summaries of such communications;
(f) All due diligence documentation relating to the selection and retention of Crestfield, including background checks, reference checks, reputational inquiries, beneficial ownership verifications, conflict-of-interest analyses, and anti-corruption screening results, as well as any documentation reflecting the absence or inadequacy of such due diligence;
(g) Any competitive bidding, request-for-proposal, or selection process documentation relating to government relations advisory services in Ganara, including any evaluation of alternative service providers;
(h) All documents relating to the scope of services provided by Crestfield, the nature of the work performed, the government officials or entities contacted, and the results or outcomes achieved; and
(i) All internal communications within the Company regarding Crestfield, including any discussions about the appropriateness, necessity, or compliance implications of the Crestfield engagement.
3.3 Government Officials and Government Relations
All documents relating to interactions, communications, meetings, payments, gifts, hospitality, travel, entertainment, or benefits of any kind provided to, arranged for, or for the benefit of any Ganaran government official must be preserved. This includes, without limitation, all documents relating to:
(a) The Honorable Boubacar Diallo, former Minister of Mines and Natural Resources of the Republic of Ganara, who served in that capacity from 2018 to 2023, including all communications, meetings, gifts, hospitality, or other interactions with Minister Diallo or members of his staff, family, or close associates;
(b) Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment of the Republic of Ganara, who has served in that capacity since 2017, including all communications, meetings, gifts, hospitality, or other interactions with Director Traoré or members of his staff, family, or close associates;
(c) Colonel Ibrahim Konaté, former Regional Prefect of Kousseri Province, who served in that capacity from 2019 to 2023, including all communications, meetings, gifts, hospitality, or other interactions with Col. Konaté or members of his staff, family, or close associates;
(d) Any other officials, employees, or agents of the Government of the Republic of Ganara, including officials of any ministry, department, agency, regulatory body, state-owned enterprise, or instrumentality of the government, at any level (national, regional, or local), as well as their family members or close associates;
(e) All documents relating to "community development" expenditures, "stakeholder engagement" activities, "expediting fees," "facilitation payments," "regulatory liaison" activities, "government outreach," or any similarly described payments, benefits, or activities, regardless of the label used, in connection with Ganaran operations;
(f) All documents relating to vehicle purchases, vehicle transfers, vehicle leases, or the provision of vehicles to or for the benefit of any government official, government employee, or any other person associated with the government of Ganara;
(g) All documents relating to travel arrangements, airline tickets, hotel accommodations, per diem payments, or other travel-related benefits provided to or for the benefit of any government official or government employee; and
(h) All documents relating to dinners, receptions, events, entertainment, sponsorships, donations, or other forms of hospitality or benefits provided to or for the benefit of any government official or government employee.
3.4 Financial Records
All financial records relating to TGH and TGM must be preserved, including without limitation:
(a) General ledger entries, journal entries, trial balances, accounts payable records, accounts receivable records, bank statements, bank reconciliations, wire transfer records, canceled checks, deposit slips, and all other records of financial transactions;
(b) Records relating to the following bank accounts, including all account-opening documentation, signatory cards, account statements, wire transfer instructions, and correspondence with the respective financial institutions:
(i) The account maintained at Meridian Commercial Bank (British Virgin Islands), Account No. 7740-2281-0056; and
(ii) The account maintained at Regency International Bank (Republic of Ganara), Account No. GAN-4419-8837;
(c) All records relating to cash withdrawals from either of the foregoing accounts or from any other account maintained by TGH or TGM, with particular attention to transactions coded under General Ledger Account 7450 ("Community Relations Expenses") or any similar or related general ledger codes, including but not limited to GL 7200 ("Government & Regulatory Affairs") and GL 7310 ("Stakeholder Engagement");
(d) All records relating to procurement, purchase orders, vendor registrations, vendor master files, vendor payments, expense reimbursements, petty cash records, and any other disbursements made in connection with Ganaran operations;
(e) All budgets, forecasts, financial plans, variance analyses, and management reports relating to Ganaran operations; and
(f) All audit reports, internal audit workpapers, external audit correspondence, management letters, and auditor communications relating to TGH, TGM, or Ganaran operations.
3.5 Compliance and Ethics
All documents relating to the Company's anti-corruption compliance program must be preserved, including without limitation:
(a) All anti-corruption and anti-bribery policies, procedures, guidelines, and codes of conduct, including all versions in effect at any time during the preservation period, and all related training materials, training presentations, training attendance records, certifications, and post-training assessments;
(b) All compliance audit reports, compliance risk assessments, and compliance program reviews or evaluations, whether conducted internally or by external consultants or advisors;
(c) All documents relating to the Company's Delegation of Authority Policy, including the policy itself, all versions and amendments, approval matrices, records of approvals and exceptions, and any communications concerning the application or circumvention of the Delegation of Authority Policy;
(d) All documents relating to the anonymous whistleblower complaint received on August 19, 2024, through the Sentinel Compliance Solutions Inc. ethics hotline, assigned Report ID SCH-2024-08-4417, including:
(i) The complaint itself, in its original and complete form;
(ii) All internal escalation records, routing records, and triage documentation;
(iii) All documentation relating to the escalation of the complaint to the Chair of the Audit Committee of the Board of Directors on August 26, 2024;
(iv) All documentation relating to the Audit Committee's authorization, on September 5, 2024, of a preliminary internal review of the allegations raised in the complaint;
(v) All documentation generated in connection with the preliminary internal review, including interview notes, document review logs, findings, and recommendations; and
(vi) All communications among members of management, the Audit Committee, or counsel concerning the complaint, the escalation, or the preliminary internal review;
(e) All documents relating to any prior compliance reviews, audits, inquiries, assessments, or investigations concerning Ganaran operations, anti-corruption compliance, or the activities of any individual or entity identified in this notice; and
(f) All third-party due diligence reports, anti-corruption screening results, and beneficial-ownership verification reports relating to agents, consultants, intermediaries, or other business partners engaged in connection with Ganaran operations.
3.6 Key Personnel
All documents relating to the activities, communications, and responsibilities of the following individuals in connection with any of the subject matters described in this Section 3 must be preserved:
(a) Marcus Delacroix, former Vice President, Africa Operations, Torchlight Mining Corp. (employment period: November 3, 2018 through November 15, 2024, date of resignation). Mr. Delacroix's personnel records, performance evaluations, compensation records, travel records, expense reports, and all communications to, from, or concerning Mr. Delacroix in connection with Ganaran operations are within scope;
(b) Raymond Osei-Bonsu, former Country Manager, Torchlight Ganara Mining S.A. (employment period: February 7, 2019 through January 8, 2025, date of termination). Mr. Osei-Bonsu's personnel records, performance evaluations, compensation records, travel records, expense reports, and all communications to, from, or concerning Mr. Osei-Bonsu in connection with Ganaran operations are within scope;
(c) Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A.;
(d) Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A.;
(e) Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp.;
(f) Diane Fournier, Vice President, Finance, Torchlight Mining Corp.;
(g) Nadia Berenson, Vice President, Compliance and Ethics, Torchlight Mining Corp.;
(h) Patricia Sung, General Counsel & Corporate Secretary, Torchlight Mining Corp.; and
(i) All other custodians identified on Appendix A to this notice, including all current and former employees and all shared and departmental mailboxes listed therein.
For the avoidance of doubt, the preservation obligation encompasses all documents and communications of the foregoing individuals that relate to any subject matter described in Sections 3.1 through 3.5 and 3.7 of this notice, regardless of whether the documents or communications are stored on corporate systems, personal devices, personal email accounts, or third-party platforms.
3.7 Government Investigations and Legal Proceedings
All documents relating to the pending governmental investigations and any related regulatory or legal proceedings must be preserved, including without limitation:
(a) All documents relating to the SEC investigation under File No. HO-14892, including the formal order of investigation, the document subpoena, all correspondence with the SEC, and all internal communications concerning the investigation;
(b) All documents relating to the DOJ inquiry, including the voluntary document preservation request dated February 14, 2025, all correspondence with the DOJ, and all internal communications concerning the inquiry;
(c) All documents relating to communications with, submissions to, or requests from any other governmental authority, regulatory body, or law enforcement agency concerning the matters described in this notice;
(d) All documents relating to communications with Calderwood & Harkness LLP, including all engagement letters, correspondence, memoranda, presentations, and other communications in connection with the internal investigation and the Company's response to the governmental investigations;
(e) All documents relating to communications with Bartlett Keene & Ostrander LLP, Hargrove Whitfield LLP, Ndong & Keïta Cabinet Juridique, or any other law firm, counsel, or legal advisor engaged in connection with the matters described in this notice; and
(f) All documents relating to any civil litigation, arbitration, or other legal proceeding that arises out of or relates to the matters described in this notice, whether pending or reasonably anticipated.
4. Types of Materials to Be Preserved
The following categories describe the types and formats of materials that must be preserved. This list is illustrative and not exhaustive. If you possess, have custody of, or have control over materials that may be relevant to the matters described in this notice, you must preserve them regardless of the format in which they exist.
4.1 Electronic Communications
(a) Corporate Email. All emails, including sent, received, drafted, and deleted emails, together with all attachments, embedded images, calendar entries, meeting invitations, and contact lists, stored on or accessible through the Company's corporate email systems (including Hollowell Systems, Strathmore Data Systems, and Ashgrove Software);
(b) Personal Email. All emails sent, received, or stored in personal email accounts (including Northgate Software, Cascade Health IT, Hotmail, Meridian Systems, and any other personal email service) where Company business was conducted. This is of specific relevance to this investigation, as the internal preliminary review has identified instances in which personal email accounts were used for business communications related to the subject matter of the investigations. If you used a personal email account for any Company business, you must preserve all relevant messages and notify the General Counsel or outside counsel immediately;
(c) Text Messages and Instant Messages. All text messages (SMS and Westmark Software), instant messages, and communications transmitted through messaging platforms, including but not limited to Meridian Services Inc., Signal, WeChat, Northgate Data Systems, Meridian Solutions, WhatsApp, and any other messaging application, whether on corporate or personal devices;
(d) Voicemails and Recorded Calls. All voicemails, recorded telephone communications, and call logs that relate to the subject matter described in this notice.
4.2 Electronic Documents and Data
(a) Word processing documents (including Microsoft Word, Stonefield Health IT, and similar applications), spreadsheets (including Microsoft Excel and Stonefield Services Inc.), presentations (including Microsoft Northgate Services Inc. and Pemberton Services Inc.), and PDFs;
(b) Financial systems data, including data stored in or generated by enterprise resource planning ("ERP") systems (including SAP, Ridgeline Industries, and any other ERP platform used by the Company), accounting software, financial reporting tools, treasury management systems, and travel and expense management platforms;
(c) Databases, structured data repositories, and data warehouses containing information relevant to the matters described in this notice;
(d) Documents stored on shared network drives, team sites, Aldermere Systems sites, cloud-based file-sharing platforms (including Cobalt Ridge Systems, Larkspur Technologies, Hollowell Health IT, and box), and any other collaborative work environments;
(e) Data stored on Company-issued laptops, desktops, tablets, and mobile devices, including locally stored files, cached data, and application data;
(f) Data stored on personal devices (including personal laptops, personal mobile phones, personal tablets, and home computers) where Company business was conducted or where Company-related documents or communications are stored;
(g) Backup tapes, archived data, and disaster-recovery copies of electronic data that contain information within the preservation period;
(h) Metadata associated with all electronic documents and communications, including file creation dates, modification dates, access dates, author information, and revision history. Metadata must be preserved in its original state and must not be altered or stripped.
4.3 Hard-Copy Documents
(a) Paper files, memoranda, letters, correspondence, notes (including handwritten notes taken during meetings, telephone calls, or site visits), reports, analyses, contracts, invoices, receipts, and financial records;
(b) Notebooks, desk calendars, day planners, pocket calendars, personal diaries, and any other physical media containing handwritten or printed information relevant to the matters described in this notice;
(c) Signed originals of contracts, agreements, amendments, corporate resolutions, board minutes, committee minutes, and other corporate governance documents.
4.4 Other Media
(a) Audio and video recordings, including recordings of meetings, presentations, conference calls, site visits, and events;
(b) Photographs, including photographs of documents, sites, meetings, events, or any other subject matter relevant to the matters described in this notice;
(c) USB drives, external hard drives, CDs, DVDs, memory cards, and any other portable storage media containing information relevant to the matters described in this notice.
5. Specific Preservation Instructions
5.1 Immediate Actions Required
Each custodian who receives this notice must take the following immediate actions:
(a) Identify and Segregate. Identify all documents and ESI in your possession, custody, or control that fall within the scope of this hold, as described in Sections 3 and 4 above. Take steps to segregate and protect these materials from inadvertent destruction, deletion, or modification;
(b) Do Not Destroy. Do not delete, destroy, discard, shred, modify, overwrite, or otherwise dispose of any documents or ESI within the scope of this hold, whether in electronic or hard-copy form. This prohibition applies regardless of whether you believe the materials are duplicative, outdated, or no longer needed for business purposes;
(c) Do Not Alter or Reorganize. Do not alter, move, reorganize, rename, or restructure files, folders, directories, or filing systems containing potentially relevant materials without prior written approval from the General Counsel or Calderwood & Harkness LLP. Moving or reorganizing files can alter metadata and destroy the evidentiary integrity of the materials;
(d) Disable Auto-Delete Functions. Immediately disable any auto-delete, auto-archive, or auto-purge functions on your email accounts, messaging applications, mobile devices, and any other systems or applications that may automatically delete or overwrite data. This includes, without limitation, the auto-delete settings on Meridian Services Inc., Signal, and any other messaging application that offers disappearing-message functionality;
(e) Preserve Personal-Device Materials. If you have relevant materials on personal devices (including personal mobile phones, personal laptops, or personal tablets), personal email accounts, or personal messaging applications, you must preserve those materials immediately and notify the General Counsel or Calderwood & Harkness LLP without delay so that appropriate preservation and collection arrangements can be made;
(f) Do Not Install Software. Do not install any new software, operating system updates, or applications on devices that may contain relevant information if doing so could overwrite, alter, or destroy existing data. If you are uncertain whether a particular software installation or update could affect relevant data, contact the General Counsel or Calderwood & Harkness LLP before proceeding;
(g) Report Potential Loss. If you become aware that any documents or ESI within the scope of this hold have been destroyed, deleted, lost, or damaged, whether inadvertently or otherwise, you must immediately notify the General Counsel and Calderwood & Harkness LLP.
5.2 Routine Destruction Suspended
All document retention and destruction policies maintained by Torchlight, TGH, and TGM, including any scheduled purges of email accounts, electronic file repositories, backup systems, or hard-copy records, are hereby suspended with respect to all materials that fall within the scope of this hold. This suspension applies to all retention schedules, destruction cycles, and records-management practices across all three entities, without exception.
The suspension of routine destruction is effective immediately and will remain in effect until this hold is formally released in writing. During the pendency of this hold, no documents or ESI within scope may be destroyed pursuant to any retention schedule, records-management policy, or IT lifecycle management program.
Any questions regarding whether a particular document or category of documents falls within the scope of this hold should be resolved in favor of preservation. When in doubt, preserve the document and contact the General Counsel or Calderwood & Harkness LLP for guidance.
5.3 Departing Employees and Organizational Changes
If you are aware of any employee departure, transfer, reassignment, or organizational change that could affect the preservation of relevant materials, you must immediately notify the General Counsel. This includes, without limitation, any situation in which an employee within the scope of this hold resigns, retires, is terminated, transfers to a different position or entity, or goes on extended leave.
The Company's Information Technology department and records management personnel are specifically directed to ensure that the devices, email accounts, network home directories, and other data sources associated with former employees Marcus Delacroix and Raymond Osei-Bonsu remain preserved, intact, and accessible. No data associated with these former employees may be deleted, overwritten, recycled, or disposed of without the express written authorization of the General Counsel and Calderwood & Harkness LLP.
Former employees who receive this notice are reminded that their obligation to preserve relevant materials in their possession, custody, or control survives the termination of their employment. This includes documents and ESI stored on personal devices, personal email accounts, personal cloud storage accounts, and any other media within their control. Former employees who have retained counsel should direct any questions to their own counsel, who may contact Calderwood & Harkness LLP as appropriate.
6. E-discovery Collection Process
Calderwood & Harkness LLP has retained Marlowe Asset Management Digital Forensics Inc. ("VDF"), a certified e-discovery and digital forensics vendor, to conduct the forensic collection, processing, and hosting of relevant data in connection with this matter. The VDF engagement is being managed by Rachel Hartley, Engagement Lead, at VDF's offices located at 1950 Old Gallows Road, Suite 300, Tysons, Virginia 22182.
VDF will be contacting custodians in the coming days and weeks to schedule forensic imaging of devices and collection of data from applicable data sources, including corporate email accounts, network home directories, shared drives, personal devices, and personal email accounts as applicable. Full cooperation with VDF is required. Please respond promptly to any communications from VDF and make yourself and your devices available at the scheduled times. If a scheduled collection time is inconvenient, contact VDF or Calderwood & Harkness LLP immediately to arrange an alternative time. Do not delay or defer collection without prior approval.
The estimated data universe subject to collection is approximately 1.625 terabytes, comprising approximately:
•  1.2 TB of email data (across corporate and personal email accounts);
•  340 GB of financial systems data (including ERP exports, accounting system data, and financial reporting data); and
•  85 GB of shared-drive documents (including network shared-drive files and cloud-stored documents).
Collections will span the full set of 23 custodians identified in Appendix A, consisting of twelve (12) current employees, four (4) former employees, and seven (7) shared or departmental mailboxes. VDF will work with the Company's Information Technology department to facilitate collections from enterprise systems and shared data sources.
In addition, Pinnacle Forensic Advisory LLC has been retained under the direction of Calderwood & Harkness LLP to conduct forensic accounting analysis in connection with the internal investigation. Pinnacle's work will focus on the analysis of financial records, transaction flows, general ledger entries, and payment patterns relating to Ganaran operations and the Crestfield engagement. Custodians may be contacted by Pinnacle for access to financial records, accounting systems, and supporting documentation. Full cooperation with Pinnacle is also required.
7. Confidentiality
This Litigation Hold Notice is privileged and confidential. It is being issued at the direction of outside counsel, Calderwood & Harkness LLP, in connection with pending and anticipated governmental investigations and legal proceedings. The contents of this notice, the instructions contained herein, and the internal investigation being conducted by Calderwood & Harkness LLP are protected by the attorney-client privilege and the attorney work product doctrine.
Recipients of this notice must not disclose the contents of this notice, the fact of its issuance, the existence or scope of the internal investigation, or any information learned in connection with these matters to any person outside the Company without prior written authorization from the General Counsel or Calderwood & Harkness LLP. This prohibition extends to disclosure to family members, friends, colleagues outside the Company, former colleagues, industry contacts, or any other third party.
Any inquiries from government agencies, regulators, law enforcement officials, journalists, media representatives, shareholders, analysts, business partners, or any other third parties regarding the governmental investigations, the internal investigation, or any of the matters described in this notice must be immediately referred, without comment or response, to:
Patricia Sung General Counsel & Corporate Secretary Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4, Canada
Do not attempt to respond to any such inquiry on your own. Even a seemingly innocuous response or a statement that you are unable to comment may have significant legal implications. All inquiries must be routed to the General Counsel without exception.
8. Consequences of Non-Compliance
The obligation to preserve documents and ESI in connection with pending or reasonably anticipated litigation and governmental investigations is a serious legal requirement imposed by law. Courts and regulatory bodies have consistently held that parties and their agents have an affirmative duty to preserve relevant evidence when litigation or governmental investigation is pending or reasonably foreseeable.
Failure to comply with this Litigation Hold Notice may result in one or more of the following consequences:
(a) Adverse Inferences and Sanctions. A court or regulatory body may impose adverse evidentiary inferences against the Company, drawing the conclusion that destroyed or lost documents would have been unfavorable to the Company's position. Courts may also impose monetary sanctions, case-dispositive sanctions, or other penalties for spoliation of evidence;
(b) Obstruction of Justice and Criminal Liability. The intentional destruction, alteration, concealment, or falsification of documents or ESI that are subject to a governmental investigation or legal proceeding may constitute obstruction of justice under federal law (18 U.S.C. § 1519, 18 U.S.C. § 1512), which carries severe criminal penalties, including imprisonment. Individuals who engage in such conduct may be subject to personal criminal prosecution;
(c) Disciplinary Action. Any employee who fails to comply with this Litigation Hold Notice, whether through intentional destruction of documents, negligent failure to preserve materials, or failure to cooperate with collection efforts, will be subject to disciplinary action by the Company, up to and including immediate termination of employment.
All custodians are expected to take this obligation with the utmost seriousness and to err on the side of over-preservation. If you are in doubt about whether a document or communication falls within the scope of this hold, preserve it and contact the General Counsel or Calderwood & Harkness LLP for guidance. The cost and inconvenience of preserving too much material is vastly preferable to the legal consequences of preserving too little.
9. Acknowledgment Requirement
Each custodian identified on Appendix A must sign and return the Acknowledgment Form attached to this notice as Appendix B within five (5) business days of receipt of this notice. Based on the date of issuance of this notice, the deadline for returning the signed Acknowledgment Form is no later than March 24, 2025.
The signed Acknowledgment Form should be returned to:
Patricia Sung General Counsel & Corporate Secretary Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4, Canada
with a copy to:
Steven Hollander Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019
If you are unable to return the signed Acknowledgment Form by the deadline, or if you have any questions regarding this notice or your preservation obligations, you must contact one of the following persons immediately:
•  Steven Hollander, Lead Associate, Calderwood & Harkness LLP
•  Jasmine Thornton, Working Associate, Calderwood & Harkness LLP
The failure to return a signed Acknowledgment Form does not relieve you of your preservation obligations under this notice. Your obligations are effective immediately upon receipt of this notice, regardless of whether the Acknowledgment Form has been signed and returned.
10. Contact Information
If you have any questions regarding this Litigation Hold Notice, your preservation obligations, the scope of materials to be preserved, or the e-discovery collection process, please contact the following persons:
For questions regarding your legal rights or obligations, contact Calderwood & Harkness LLP. For questions regarding e-discovery collection scheduling and logistics only, you may contact Rachel Hartley at VDF directly.
Issued this 17th day of March, 2025
TORCHLIGHT MINING CORP.
By: ________
Name: Patricia Sung
Title: General Counsel & Corporate Secretary
Date: March 17, 2025
CALDERWOOD & HARKNESS LLP
By: ________
Name: Conrad Ashby
Title: Partner, White Collar & Investigations
Date: March 17, 2025
APPENDIX A
CUSTODIAN LIST
C&H Matter No.: 1039-00005 | SEC File No.: HO-14892 | Litigation Hold Notice dated March 17, 2025
Current Employees.  
Former Employees.  
Shared / Departmental Mailboxes
Note: For former employees who are represented by counsel (Custodian Nos. TMC-008 and TGM-005), this Litigation Hold Notice is being transmitted through their respective legal representatives. All communications with represented former employees will be conducted through counsel.
APPENDIX B
CUSTODIAN ACKNOWLEDGMENT FORM
Acknowledgment of Receipt — Litigation Hold Notice dated March 17, 2025
C&H Matter No.: 1039-00005 SEC File No.: HO-14892
I acknowledge that I have received and read the Litigation Hold Notice dated March 17, 2025, issued in connection with the governmental investigations relating to Torchlight Mining Corp.'s operations in the Republic of Ganara. I understand my obligation to preserve all documents and electronically stored information within the scope of the hold, as described in the notice. I understand that this obligation is ongoing and will remain in effect until I am notified in writing by the General Counsel or outside counsel that the hold has been released. I will comply with all instructions contained in the notice, including the requirements to identify and segregate relevant materials, disable auto-delete functions, preserve materials on personal devices and accounts, and cooperate with the e-discovery collection process.
I further understand that failure to comply with this Litigation Hold Notice may result in severe consequences, including adverse legal consequences for the Company and disciplinary action against me personally, up to and including termination of employment.
Personal Devices and Accounts:
I confirm that I  do /  do not have potentially relevant materials on personal devices (personal mobile phones, personal laptops, personal tablets, or home computers), personal email accounts (Northgate Software, Cascade Health IT, Hotmail, Meridian Systems, or other personal email services), or personal messaging applications (Meridian Services Inc., Signal, WeChat, or other messaging platforms).
If you checked "do," please briefly describe the types of materials and the devices or accounts on which they are located:
________________________________________
________________________________________
________________________________________
If you have relevant materials on personal devices or accounts, you must immediately contact the General Counsel or Calderwood & Harkness LLP to arrange for preservation and collection.
Custodian Printed Name: ________
Title: ________
Organization:  Torchlight Mining Corp. /  Torchlight Ganara Holdings Ltd. /  Torchlight Ganara Mining S.A.
Signature: ________
Date Signed: ________
Return Instructions:
Please return the signed original of this Acknowledgment Form to:
Patricia Sung General Counsel & Corporate Secretary Torchlight Mining Corp. 200 King Street West, Suite 3400 Toronto, Ontario M5H 3T4, Canada
with a copy to:
Steven Hollander Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019
Deadline: No later than March 24, 2025.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Name | Title / Role | Organization | Address
Patricia Sung | General Counsel & Corporate Secretary | Torchlight Mining Corp. | 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada
Conrad Ashby | Responsible Partner, White Collar & Investigations | Calderwood & Harkness LLP | 825 Eighth Avenue, 42nd Floor, New York, New York 10019
Steven Hollander | Lead Associate | Calderwood & Harkness LLP | 825 Eighth Avenue, 42nd Floor, New York, New York 10019
Jasmine Thornton | Working Associate | Calderwood & Harkness LLP | 825 Eighth Avenue, 42nd Floor, New York, New York 10019
Rachel Hartley | Engagement Lead (e-discovery collection scheduling only) | Marlowe Asset Management Digital Forensics Inc. | 1950 Old Gallows Road, Suite 300, Tysons, Virginia 22182
Custodian No. | Name | Title | Organization | Employment Status | Category
TMC-001 | Gerald R. Vandermeer | Chief Executive Officer | Torchlight Mining Corp. | Current | Executive
TMC-002 | Patricia Sung | General Counsel & Corporate Secretary | Torchlight Mining Corp. | Current | Legal
TMC-003 | Diane Fournier | Vice President, Finance | Torchlight Mining Corp. | Current | Finance
TMC-004 | Nadia Berenson | Vice President, Compliance and Ethics | Torchlight Mining Corp. | Current | Compliance
TGM-001 | Thomas Achebe | Finance Director | Torchlight Ganara Mining S.A. | Current | Finance
TGM-002 | Kwame Mensah | Procurement Manager | Torchlight Ganara Mining S.A. | Current | Procurement
TMC-005 | Elaine Takahashi | Senior Director, Treasury | Torchlight Mining Corp. | Current | Finance
TMC-006 | Richard Caldwell | Director, Internal Audit | Torchlight Mining Corp. | Current | Audit
TGM-003 | Fatou Diallo | Deputy General Manager | Torchlight Ganara Mining S.A. | Current | Operations
TGM-004 | Emmanuel Mensah-Williams | IT Systems Administrator | Torchlight Ganara Mining S.A. | Current | IT
TGH-001 | Andrew Pemberton | Corporate Secretary | Torchlight Ganara Holdings Ltd. | Current | Corporate Governance
TMC-007 | Sandra Okonkwo | Executive Assistant to VP, Africa Operations | Torchlight Mining Corp. | Current | Administrative
Custodian No. | Name | Title (at Departure) | Organization | Employment Status | Category | Notes
TMC-008 | Marcus Delacroix | Former VP, Africa Operations | Torchlight Mining Corp. | Resigned November 15, 2024 | Executive / Operations | Current residence: 47 Rue de la République, 69002 Lyon, France. Represented by Whitmore & Sharpe LLP (Helen Whitmore).
TGM-005 | Raymond Osei-Bonsu | Former Country Manager | Torchlight Ganara Mining S.A. | Terminated January 8, 2025 | Operations | Represented by Okoro Law Chambers (Barrister Emeka Okoro).
TGM-006 | Jean-Luc Moussavou | Former Deputy Finance Manager | Torchlight Ganara Mining S.A. | Resigned August 30, 2024 | Finance | Departure preceded the whistleblower complaint. May have relevant financial records.
TGM-007 | Amara Kourouma | Former Government Relations Liaison | Torchlight Ganara Mining S.A. | Terminated December 20, 2024 | Government Relations | Primary point of contact with Crestfield Advisory Partners Ltd. during 2021–2024.
Custodian No. | Mailbox Name | Description | Organization | Status | Category
SM-001 | AfricaOps@torchlightmining.com | Africa Operations shared mailbox | Torchlight Mining Corp. | Active | Operations
SM-002 | TGMFinance@torchlightganara.com | TGM Finance Department shared mailbox | Torchlight Ganara Mining S.A. | Active | Finance
SM-003 | TGMProcurement@torchlightganara.com | TGM Procurement shared mailbox | Torchlight Ganara Mining S.A. | Active | Procurement
SM-004 | Compliance@torchlightmining.com | Compliance and Ethics shared mailbox | Torchlight Mining Corp. | Active | Compliance
SM-005 | Legal@torchlightmining.com | Legal Department shared mailbox | Torchlight Mining Corp. | Active | Legal
SM-006 | Corporate@torchlightganara-holdings.com | TGH corporate mailbox | Torchlight Ganara Holdings Ltd. | Active | Corporate
SM-007 | GMOffice@torchlightganara.com | TGM General Manager's office shared mailbox | Torchlight Ganara Mining S.A. | Active | Operations

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

LITIGATION HOLD NOTICE

DOCUMENT PRESERVATION DIRECTIVE

TORCHLIGHT MINING CORP.

CALDERWOOD & HARKNESS LLP

APPENDIX A

CUSTODIAN LIST

Record

Parties

Dates

Amounts