1039-00005 · Torchlight Mining Corp · Witness Interviews

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP

FROM: Steven Hollander, Lead Associate, and Jasmine Thornton, Working Associate, Calderwood & Harkness LLP

DATE: April 8, 2025

RE: Witness Interview — Diane Fournier, Vice President, Finance, Torchlight Mining Corp.

MATTER: Torchlight Mining Corp. FCPA Investigation (C&H Matter No. 1039-00005)

I. Interview Summary

On April 8, 2025, Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate) of Calderwood & Harkness LLP conducted an in-person interview of Diane Fournier, Vice President, Finance, Torchlight Mining Corp. Ms. Fournier is a Canadian citizen, approximately 50 years of age. The interview was conducted at the offices of Calderwood & Harkness LLP, Toronto, Ontario, Canada, as part of the first wave of witness interviews scheduled from April 7 through April 11, 2025, in Toronto.

The interview commenced at approximately 10:00 a.m. Eastern Daylight Time and concluded at approximately 1:15 p.m. Eastern Daylight Time, for a total duration of approximately three hours and fifteen minutes. The interview was conducted in accordance with the Witness Interview Protocol previously approved by the Responsible Partner and distributed to the engagement team.

Steven Hollander served as the primary interviewer. Jasmine Thornton served as the secondary interviewer and note-taker. This memorandum was prepared by Ms. Thornton based on contemporaneous notes taken during the interview and reviewed by Mr. Hollander. This memorandum is not a verbatim transcript of the interview; rather, it reflects the substance and general content of Ms. Fournier's statements, as well as the interviewers' observations regarding Ms. Fournier's credibility and demeanor.

Ms. Fournier appeared without personal counsel. As a current employee of Torchlight Mining Corp., Ms. Fournier did not request personal legal representation and confirmed at the outset of the interview that she was appearing voluntarily in her capacity as an employee of the company. No representative of Torchlight's in-house legal department was present during the interview.

II. Upjohn Warnings

At the outset of the interview, before any substantive questioning commenced, Steven Hollander administered the standard Upjohn/corporate Miranda warnings to Ms. Fournier. Specifically, Mr. Hollander explained the following:

1. Calderwood & Harkness LLP has been retained by, and represents, Torchlight Mining Corp. Calderwood & Harkness does not represent Ms. Fournier in her individual capacity, and no attorney-client relationship exists between Calderwood & Harkness and Ms. Fournier personally.

2. The interview is being conducted at the direction of, and for the benefit of, Torchlight Mining Corp. The purpose of the interview is to gather facts relevant to the company's internal investigation into potential violations of the United States Foreign Corrupt Practices Act and related laws and regulations.

3. The conversation between Ms. Fournier and Calderwood & Harkness is protected by the attorney-client privilege. However, the privilege belongs to the company — that is, to Torchlight Mining Corp. — and not to Ms. Fournier individually. The company has the sole authority to assert or waive the privilege.

4. The company may choose to waive the privilege in the future, including by disclosing the substance of this interview to third parties such as the United States Department of Justice, the United States Securities and Exchange Commission, the Royal Canadian Mounted Police, or other government regulators or law enforcement authorities.

5. Ms. Fournier was instructed to keep the substance of the interview confidential. Specifically, she was asked not to discuss the content of the interview, the questions asked, or her responses with other employees, officers, directors, or witnesses of Torchlight Mining Corp. or any of its subsidiaries or affiliates.

After Mr. Hollander delivered each of the foregoing warnings, he asked Ms. Fournier whether she understood each point. Ms. Fournier confirmed affirmatively that she understood. Mr. Hollander then asked Ms. Fournier whether, in light of these warnings, she was willing to proceed with the interview. Ms. Fournier confirmed that she was willing to proceed, and the substantive portion of the interview commenced.

III. Background and Role

A. Professional Background

Ms. Fournier stated that she has served as Vice President, Finance, of Torchlight Mining Corp. since approximately 2016, a position she has held continuously through the present date. Her tenure in this role predates the relevant period of the investigation, which focuses primarily on conduct occurring between 2019 and 2024.

In her capacity as Vice President, Finance, Ms. Fournier reports directly to the Chief Financial Officer of Torchlight Mining Corp. She described her primary areas of responsibility as follows: (i) oversight of financial reporting across Torchlight's global operations, including the preparation of quarterly and annual consolidated financial statements; (ii) consolidation of subsidiary-level financials into Torchlight's consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"); and (iii) oversight and maintenance of financial controls across Torchlight's operating subsidiaries, including the design, implementation, and monitoring of internal controls over financial reporting.

Ms. Fournier is a Canadian citizen and is based at Torchlight Mining Corp.'s corporate headquarters, located at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada. She stated that she has worked primarily from the Toronto headquarters throughout her tenure, with occasional travel to Torchlight's operating sites in various jurisdictions.

B. Relationship to West African Operations

Ms. Fournier described her relationship to Torchlight's West African operations in the Republic of Ganara. Torchlight's operations in Ganara are conducted through two entities: Torchlight Ganara Holdings Ltd. ("TGH"), a subsidiary incorporated in the British Virgin Islands, and Torchlight Ganara Mining S.A. ("TGM"), the in-country operating entity incorporated under the laws of the Republic of Ganara. TGH serves as the intermediate holding company, and TGM is TGH's wholly owned Ganaran subsidiary through which mining operations, permitting, and in-country activities are conducted.

Ms. Fournier's role in connection with the West African operations centers on the financial consolidation of TGH and TGM into Torchlight's consolidated financial statements. She stated that she interacts regularly with Thomas Achebe, the Finance Director of TGM, regarding the preparation and submission of quarterly financial reporting packages, the analysis and explanation of budget variances, and the review and approval of significant expenditures in accordance with Torchlight's Delegation of Authority Policy.

Ms. Fournier emphasized that she did not have day-to-day involvement in the operational decisions of TGH or TGM. She stated that operational management of the Ganaran business was under the purview of Marcus Delacroix, former Vice President, Africa Operations, and Raymond Osei-Bonsu, former Country Manager for Ganara. Ms. Fournier's engagement with the Ganaran operations was, in her description, limited to the financial reporting and consolidation function, and she did not participate in decisions regarding consultant engagements, permitting strategy, government relations, or local operations management.

C. Interaction with External Auditors

Ms. Fournier stated that she serves as one of the primary contacts for Clarendon Group LLP, Torchlight's external auditor, during the annual audit cycle. The engagement partner at Clarendon responsible for the Torchlight audit is Alain Beaumont, CPA, who is based in Clarendon's Montreal office. Ms. Fournier stated that she works closely with Mr. Beaumont's audit team in connection with the audit of Torchlight's consolidated financial statements, including the review of subsidiary-level financials and the testing of internal controls.

Ms. Fournier confirmed that Clarendon Group LLP issued clean (unqualified) audit opinions on Torchlight's consolidated financial statements for fiscal years 2019 through 2023. She stated that she is not aware of any material qualifications, adverse findings, or significant deficiencies identified by Clarendon in connection with those audit cycles, at least as communicated to her.

Ms. Fournier noted that the fiscal year 2024 audit, which would ordinarily have been substantially completed by this time, is currently delayed. She understood the delay to be attributable to the pendency of the internal investigation and the need for Clarendon to assess the potential impact of the investigation's findings on Torchlight's financial statements, including the potential need for restatement or disclosure of contingent liabilities. The FY2024 audit remains ongoing, and no opinion has been issued as of the date of this interview.

IV. Knowledge of Crestfield Advisory Partners Ltd.

A. Initial Awareness

Ms. Fournier was questioned at length regarding her knowledge of and interactions concerning Crestfield Advisory Partners Ltd. ("Crestfield"). Ms. Fournier stated that she first became aware of Crestfield in approximately mid-to-late 2019, when Crestfield invoices began appearing in TGH's accounts payable records. She encountered these invoices during the financial consolidation process as part of her review of TGH's quarterly reporting packages.

Ms. Fournier stated that she understood Crestfield to be a "government relations consultant" that had been engaged by TGH to assist with regulatory and permitting matters in the Republic of Ganara. She described her understanding at the time as being that Crestfield provided advisory services related to navigating the Ganaran regulatory framework for mining licenses, environmental approvals, and related government authorizations.

When asked how she had come to this understanding, Ms. Fournier stated that she was told by Marcus Delacroix, the then-Vice President, Africa Operations, that Crestfield's engagement was "standard practice" for mining operations in West Africa and that consultant arrangements of this type were commonplace in the region. Ms. Fournier further stated that Delacroix informed her that Jean-Philippe Renard, whom she understood to be the principal of Crestfield, had been personally introduced by Delacroix to the TGH and TGM leadership teams. Ms. Fournier stated that she did not recall the precise circumstances under which Delacroix made these representations to her, but she believed the conversations occurred in the context of routine financial reporting discussions during the latter half of 2019 or early 2020.

Ms. Fournier stated unequivocally that she had no direct contact with Jean-Philippe Renard at any time. She stated she had never met him in person, spoken with him by telephone, or exchanged any correspondence or communications with him, whether by email or otherwise. Her knowledge of Renard was limited to what she had been told by Delacroix and what she had observed on Crestfield's invoices.

B. Awareness of the Government Relations Advisory Agreement

Ms. Fournier was asked about her awareness of the formal contractual agreement between TGH and Crestfield. She recalled that at some point during 2019 or early 2020, she was shown a copy of the Government Relations Advisory Agreement between Torchlight Ganara Holdings Ltd. and Crestfield Advisory Partners Ltd. The agreement was dated April 12, 2019. Ms. Fournier stated that she reviewed the agreement in connection with her understanding of the Crestfield engagement but was not involved in its negotiation, drafting, or execution.

Ms. Fournier recalled the basic commercial terms of the agreement as follows:

• A monthly retainer fee of $15,000 (United States dollars);

• Success fees of $100,000 per mining permit or regulatory approval obtained with Crestfield's assistance; and

• Quarterly expense reimbursements, capped at $25,000 per quarter.

Ms. Fournier stated that the agreement was negotiated and executed by Delacroix and Osei-Bonsu, with what she understood to be the approval of TGH's board of directors. She noted that TGH's board was composed of members of Torchlight's management team acting in their capacity as TGH directors. Ms. Fournier stated that she did not participate in any board discussions regarding the Crestfield engagement and did not recall whether the engagement was formally presented to or approved by TGH's board in a documented board resolution.

When asked whether she was aware of any competitive selection process, request for proposals, or vendor comparison conducted in connection with the retention of Crestfield, Ms. Fournier stated that she was not. She stated she had no knowledge of any such process and assumed that Crestfield had been selected based on Delacroix's personal knowledge of and relationship with Renard.

Ms. Fournier further confirmed that she had never seen a due diligence file on Crestfield in Torchlight's compliance records. She was not aware of any third-party due diligence having been conducted on Crestfield prior to the execution of the Government Relations Advisory Agreement, including background checks, beneficial ownership verification, review of Crestfield's business history or references, or screening against sanctions lists or politically exposed persons databases.

C. Awareness of Crestfield's Corporate Profile

Ms. Fournier was asked what she knew about Crestfield's corporate structure, operations, and physical presence. She stated that she understood Crestfield to be a company incorporated in Mauritius. She was not able to provide any additional details about Crestfield's corporate profile from her own knowledge.

Specifically, Ms. Fournier acknowledged that she did not know whether Crestfield had any employees other than Renard. She did not know whether Crestfield maintained a website, a physical office, or any operational infrastructure. She was not aware of the nature of Crestfield's registered address. When informed by the interviewers that Crestfield's registered address — 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius — has been identified as the address of a registered-agent service provider and does not appear to correspond to an operational office, Ms. Fournier stated that she was not previously aware of this fact.

Ms. Fournier stated that she did not consider it her responsibility to perform third-party due diligence on consultants engaged by Torchlight's operating subsidiaries. She stated that she understood this responsibility to rest with Nadia Berenson, Vice President, Compliance and Ethics, and with the business unit leadership responsible for the consultant engagement. Ms. Fournier stated that her role was limited to the financial reporting and consolidation function, and she did not view herself as having a gatekeeper role with respect to the vetting of third-party consultants.

V. Crestfield Invoice Processing and Approval

A. Invoice Flow and Approval Chain

A substantial portion of the interview was devoted to the mechanics of Crestfield invoice processing and the internal controls applicable thereto. Ms. Fournier described the standard invoice processing flow for TGH as follows:

1. Invoices from third-party service providers, including Crestfield, were initially received by TGM's Finance Director, Thomas Achebe, in Ganara.

2. Mr. Achebe would review the invoices for basic completeness and prepare them for approval.

3. The invoices were then submitted for approval to the Country Manager, Raymond Osei-Bonsu, who had primary expenditure authorization for TGM's operations in Ganara.

4. Upon Osei-Bonsu's approval, the invoices were submitted to TGH for payment processing. Payment was effectuated through TGH's account at Meridian Commercial Bank (BVI), Account No. 7740-2281-0056.

Ms. Fournier stated that this process was the standard workflow for vendor payments at the TGH/TGM level. She noted that the process was managed locally by Achebe's finance team under Osei-Bonsu's supervision.

Ms. Fournier was asked about the internal controls governing the approval of invoices above specified dollar thresholds. She described Torchlight's Delegation of Authority Policy (the "DOA Policy"), which establishes approval limits and requirements for expenditures across the organization. Under the DOA Policy, Ms. Fournier stated, invoices exceeding $50,000 required dual approval — specifically, the approval of the Country Manager (Osei-Bonsu) plus a secondary approval from either the Vice President, Africa Operations (Delacroix) or the Vice President, Finance (Fournier). The purpose of the dual-approval requirement, Ms. Fournier explained, was to provide an additional layer of oversight for significant expenditures and to ensure that major payments were reviewed by a senior officer with visibility into the broader financial picture.

B. Single-Approval Violations

Ms. Fournier was shown copies of specific Crestfield invoices that the investigation team had identified as having been approved solely by Osei-Bonsu, without the secondary authorization required under the DOA Policy. Ms. Fournier reviewed the invoices and acknowledged the apparent deficiency.

Specifically, Ms. Fournier was informed that of the 24 Crestfield invoices identified to date (spanning 2019 through October 2024), 14 invoices exceeded the $50,000 single-approval threshold. These 14 invoices ranged in value from $55,000 to $185,000 per invoice. Upon review, these invoices appeared to have been processed with only Osei-Bonsu's approval and did not bear the signature, electronic approval, or other documented authorization of either Delacroix or Fournier as the secondary approver.

Ms. Fournier stated that she was not aware, in real-time, that these invoices were being processed without dual approval. She attributed this gap to the following factors: (i) TGH's accounts payable function was managed locally by Achebe's finance team under Osei-Bonsu's direction, and the day-to-day processing of vendor invoices at the subsidiary level was not subject to real-time monitoring from Toronto headquarters; and (ii) compliance with the DOA Policy's dual-approval requirement was not systematically audited at the subsidiary level. Ms. Fournier stated that while the DOA Policy was a company-wide policy, its enforcement at the subsidiary level depended on the local management team's adherence, and there was no automated system or workflow control that would have prevented an invoice from being processed without the requisite secondary approval.

Ms. Fournier conceded that her team, as part of the financial consolidation process, should have detected the single-approval deficiency. However, she stated that during the consolidation review, individual invoices at the subsidiary level were not routinely reviewed unless they were flagged as exceptions or anomalies. Because the Crestfield invoices were booked as consulting expenses and did not trigger any automated exception reports, they were consolidated into Torchlight's financial statements without individual-level review at headquarters.

When asked whether Delacroix had provided the secondary approval on any of the Crestfield invoices, Ms. Fournier stated that she could not recall seeing Delacroix's signature or electronic approval on any Crestfield invoice. However, she acknowledged that she could not definitively rule out the possibility that Delacroix may have approved one or more invoices, as she had not conducted a comprehensive review of all Crestfield invoices prior to the investigation.

C. Invoice Amounts Exceeding Contractual Maximum

Ms. Fournier was presented with the quantitative analysis prepared by the investigation team demonstrating that the total aggregate amount paid to Crestfield substantially exceeded the amounts authorized under the Government Relations Advisory Agreement.

The analysis presented to Ms. Fournier was as follows:

Ms. Fournier stated that she had not previously calculated the cumulative contractual maximum against the actual payments made to Crestfield. She was not aware of the $1,170,000 overage until the investigation team brought it to her attention during this interview.

Ms. Fournier stated that there was no contract amendment, side letter, or other written modification on file that would have authorized payments to Crestfield in excess of the amounts provided for in the original Government Relations Advisory Agreement. She stated she had not been asked to review or approve any such amendment and was not aware that any amendment had been discussed or negotiated.

Ms. Fournier acknowledged that the $1,170,000 overage represented a significant control failure. She stated that the cumulative excess should have been detected through periodic contract-versus-actual reconciliation — that is, a comparison of the amounts actually paid to Crestfield against the amounts authorized under the governing contract. Ms. Fournier conceded that such a reconciliation was not performed for the Crestfield engagement at any point during the relevant period. She attributed this gap to the fact that the Crestfield engagement was managed operationally by the Africa Operations team, and the contract terms were not incorporated into a monitoring framework at the Toronto headquarters level. She acknowledged that this was an area where the financial controls should have been stronger.

D. Invoice Descriptions and Supporting Documentation

Ms. Fournier was asked about the level of detail and supporting documentation attached to Crestfield invoices. She recalled that Crestfield invoices typically bore generic and non-specific descriptions of the services purportedly rendered. Examples of the descriptions she recalled included "permitting support services," "regulatory liaison," and "stakeholder engagement." Ms. Fournier stated that she did not recall any Crestfield invoice that included detailed descriptions of specific work performed, identification of particular deliverables, itemized time records, names of individuals involved in providing the services, or other documentation that would allow an independent verification of the nature and value of the services rendered.

When asked whether the generic nature of the Crestfield invoice descriptions raised any concerns with her at the time, Ms. Fournier stated that consultant invoices for government relations work in emerging markets were "often less detailed" than invoices from service providers in more developed markets. She stated that she did not view the Crestfield invoice descriptions as unusual at the time, given her understanding of the nature of the engagement and the operating environment in the Republic of Ganara. She did not recall flagging the lack of supporting documentation to anyone, including Delacroix, Osei-Bonsu, the compliance function, or the external auditors.

VI. GL 7450 — "Community Relations Expenses"

A. Nature of GL 7450 Entries

Ms. Fournier was questioned regarding general ledger code 7450, which is described in Torchlight's chart of accounts as "Community Relations Expenses." The investigation team's analysis has identified $890,000 in cash withdrawals from TGM's local bank account at Regency International Bank, Ganara (Account No. GAN-4419-8837), that were booked under GL 7450 between 2019 and 2024.

Ms. Fournier stated that GL code 7450 was used broadly at TGM for range expenditures related to community engagement, local stakeholder relations, charitable donations, and similar community-facing activities. She explained that mining companies operating in West Africa commonly incur expenditures for community development, local engagement, and similar purposes, and that GL 7450 was intended to capture these types of costs.

Ms. Fournier acknowledged, however, that the GL 7450 descriptions were vague and typically lacked supporting documentation beyond a general requisition form approved by Osei-Bonsu. She stated that the requisition forms she had seen in connection with GL 7450 entries did not include detailed explanations of the purpose of the expenditure, the identity of the ultimate recipients or beneficiaries, or any receipts, photographs, or other evidence that the expenditures were applied to legitimate community relations purposes.

B. Cash Withdrawal Procedures

Ms. Fournier stated that cash withdrawals from TGM's Regency International Bank account were processed locally in Ganara by Achebe's finance team under Osei-Bonsu's authorization. She stated that the cash withdrawal requests were initiated by TGM personnel in Ganara and did not require advance approval from Toronto headquarters, provided they fell within the expenditure authority delegated to the Country Manager under the DOA Policy.

Ms. Fournier acknowledged that she was generally aware that cash-based transactions were more common in the Ganaran operating environment than in Torchlight's other jurisdictions. She stated that the Republic of Ganara has a less developed banking infrastructure than other jurisdictions in which Torchlight operates, and that certain categories of expenditure — particularly those involving local community engagement, small vendor payments, and similar activities — were customarily conducted in cash.

Notwithstanding this general awareness, Ms. Fournier acknowledged that the volume and aggregate amount of cash withdrawals booked under GL 7450 — $890,000 over approximately five years — was higher than she would have expected for community relations activities at a single operating site. She stated that this aggregate figure had not been specifically brought to her attention prior to the investigation, and she had not independently analyzed the aggregate GL 7450 expenditures.

Ms. Fournier stated that she did not flag the GL 7450 aggregate to the compliance function or to the external auditors because the individual transactions booked under GL 7450 were typically below the monetary threshold that would trigger her individual review during the consolidation process. She stated that GL 7450 entries were consolidated into TGM's operating expenditures at the line-item level, and individual transactions within that line item were not routinely examined at headquarters.

When asked whether she had ever raised concerns about GL 7450 entries with Delacroix or Osei-Bonsu, Ms. Fournier stated that she had not. She stated that she had no specific reason to question the legitimacy of the GL 7450 entries at the time they were booked, although she acknowledged that, in retrospect, the aggregate amount and the lack of supporting documentation warranted greater scrutiny.

C. In-Kind Benefits (GL 7200 and GL 7310)

Ms. Fournier was also asked about approximately $630,000 in expenditures booked across GL 7200 and GL 7310 between 2019 and 2024. The investigation team's analysis has identified these entries as corresponding to vehicle purchases and travel expenses that may have been provided as in-kind benefits to Ganaran government officials.

Ms. Fournier stated that these entries were booked as operational expenditures of TGM. She understood them to relate to vehicles acquired for TGM's operations and travel expenses incurred by TGM personnel in connection with the company's business activities in Ganara. Ms. Fournier stated that she did not have visibility, from her position in Toronto, into whether specific vehicles or travel arrangements financed under GL 7200 and GL 7310 were used for the benefit of, or provided to, government officials in Ganara.

When informed that Col. Ibrahim Konaté, the Former Regional Prefect of Kousseri Province, has been identified as an alleged recipient of approximately $340,000 in cash and in-kind benefits — including benefits potentially funded through GL 7200 and GL 7310 entries — Ms. Fournier stated that she had no knowledge of any such benefits being directed to Col. Konaté or to any other government official. She stated that the GL 7200 and GL 7310 entries were, as far as she was aware, legitimate operational expenses, and she had no basis on which to question them at the time they were recorded.

VII. Timing Correlation — Invoices and Permit Issuance

Ms. Fournier was shown the invoice-to-permit timeline correlation analysis prepared by the investigation team in coordination with Pinnacle Forensic Advisory LLC, the forensic accounting firm retained by Calderwood & Harkness for the investigation. The forensic accounting engagement is led by Dr. Leonard Strauss, partner at Pinnacle Forensic Advisory.

The analysis demonstrated a pattern in which Crestfield invoices exhibited significant spikes — both in frequency and in aggregate dollar amount — in the 30-to-60-day window preceding the issuance of each of the five mining permits and regulatory approvals obtained by TGM during the relevant period. The five permits/approvals and their respective issuance dates are as follows:

Ms. Fournier stated that she had not previously noticed the temporal correlation between Crestfield invoice submission dates and permit issuance dates. She stated that she had not analyzed the timing of Crestfield invoices in relation to the permitting timeline and had not been presented with this analysis prior to the interview.

Upon reviewing the correlation analysis, Ms. Fournier stated that the pattern was "concerning." However, she stated that she could not speak to whether the timing correlation was coincidental — reflecting, for example, a natural increase in consulting activity during periods of active permit applications — or indicative of an improper purpose. She stated that she did not have sufficient knowledge of the permitting process in Ganara, or of Crestfield's actual activities, to draw conclusions from the timing analysis alone.

VIII. Knowledge of Alleged Recipients

Ms. Fournier was asked about her knowledge of specific Ganaran government officials who have been identified by the investigation team as alleged recipients of improper payments.

Ms. Fournier stated that she had limited awareness of the identities and roles of specific Ganaran government officials involved in the permitting and regulatory processes applicable to TGM's operations. She stated that her role as Vice President, Finance, did not involve direct interaction with government officials in any of Torchlight's operating jurisdictions, and that government relations matters in Ganara were handled by the Africa Operations team under Delacroix and Osei-Bonsu.

With respect to specific individuals:

Hon. Boubacar Diallo (Former Minister of Mines and Natural Resources, Republic of Ganara; alleged recipient of approximately $1,850,000 in improper payments): Ms. Fournier stated that she recognized the name from general business context. She was aware that Minister Diallo held a senior position in the Ganaran government with responsibility for the mining sector. However, Ms. Fournier stated that she had no knowledge of any payments made to Minister Diallo, either directly or indirectly, and had never been told that Torchlight, TGH, TGM, Crestfield, or any other party was making payments to Minister Diallo.

Amadou Traoré (Director, Environmental Permitting, Republic of Ganara; alleged recipient of approximately $620,000 in improper payments): Ms. Fournier stated that she was not familiar with this individual's name until the investigation commenced. She had no knowledge of any payments made to Mr. Traoré.

Col. Ibrahim Konaté (Former Regional Prefect, Kousseri Province, Republic of Ganara; alleged recipient of approximately $340,000 in cash and in-kind benefits): Ms. Fournier stated that she was not familiar with Col. Konaté by name until the investigation commenced. She had no knowledge of any payments or benefits provided to Col. Konaté.

Ms. Fournier stated categorically that she had never been told by anyone at Torchlight Mining Corp., Torchlight Ganara Holdings Ltd., Torchlight Ganara Mining S.A., or any other person or entity that payments were being directed to government officials in the Republic of Ganara. She stated she had no knowledge, direct or indirect, that the Crestfield engagement or any other consultant arrangement was being used as a mechanism or conduit for payments to government officials.

IX. Relationship with Key Subjects

A. Marcus Delacroix

Ms. Fournier was asked about her professional relationship with Marcus Delacroix, the former Vice President, Africa Operations, Torchlight Mining Corp. Ms. Fournier described the relationship as professional and functional, centered on their overlapping responsibilities for the financial performance and reporting of Torchlight's Africa operations. She stated that she interacted with Delacroix primarily in connection with budgetary matters, financial forecasting, and the review of quarterly and annual financial reporting packages for the Africa segment.

Ms. Fournier stated that Delacroix managed the West African operations with a high degree of autonomy. She described a management culture in which Delacroix exercised significant independent authority over the operational affairs of TGH and TGM, including the selection and management of consultants, the negotiation of government relations arrangements, and the allocation of operational spending in Ganara. Ms. Fournier stated that Delacroix did not routinely consult her on consultant engagements, operational spending decisions, or government relations matters in Ganara, and that she did not consider it within her authority or her role to second-guess Delacroix's operational judgment in those areas.

Ms. Fournier stated that she was aware of Delacroix's resignation from Torchlight Mining Corp. on November 15, 2024. She understood that the resignation was connected to the commencement of the internal review authorized by the Audit Committee of Torchlight's Board of Directors on September 5, 2024, although she stated she was not privy to the specific circumstances surrounding Delacroix's departure.

Ms. Fournier was informed by the interviewers that the investigation team has identified 37 communications between Delacroix and Jean-Philippe Renard that were conducted using personal (non-company) email accounts. Ms. Fournier stated that she was not previously aware that Delacroix had used personal email accounts for communications with Renard regarding TGH or TGM business matters. She stated that this was contrary to Torchlight's Information Security and Records Retention Policy, which requires that all business communications be conducted through company-provided email systems.

B. Raymond Osei-Bonsu

Ms. Fournier was asked about her relationship with Raymond Osei-Bonsu, the former Country Manager for TGM in Ganara. Ms. Fournier stated that her interactions with Osei-Bonsu were primarily indirect, conducted through Thomas Achebe in connection with TGM's financial reporting. She stated that she had occasional direct communications with Osei-Bonsu on matters relating to TGM's budget and financial results, but that the day-to-day operational relationship was between Osei-Bonsu and Delacroix.

Ms. Fournier described Osei-Bonsu as having "wide latitude" in managing TGM's day-to-day operations in Ganara. She stated that Osei-Bonsu was responsible for the on-the-ground management of the mining operations, including relationships with local authorities, community engagement, and the oversight of TGM's local finance and administrative functions.

Ms. Fournier stated that she was aware of Osei-Bonsu's termination from Torchlight Mining Corp. on January 8, 2025. She did not elaborate on the circumstances of his termination beyond stating her awareness of the event.

X. Interaction with External Auditors Regarding Crestfield

Ms. Fournier was asked specifically about whether the external auditors, Clarendon Group LLP, had raised any questions or concerns regarding the Crestfield engagement or the GL 7450 entries during the annual audit cycles for fiscal years 2019 through 2023.

Ms. Fournier stated that during the annual audits, Clarendon reviewed TGH and TGM financials as part of the overall audit of Torchlight's consolidated financial statements. She stated that Clarendon's audit procedures included the review of subsidiary-level trial balances, the testing of selected transactions, and the evaluation of internal controls at the consolidated level.

Ms. Fournier stated that she could not recall any instance during the FY2019 through FY2023 audit cycles in which Clarendon specifically questioned Crestfield invoices, the nature of the Crestfield engagement, the adequacy of supporting documentation for Crestfield payments, or the GL 7450 entries. She stated she had no recollection of any audit inquiry, management letter comment, or internal control deficiency finding from Clarendon related to these items.

Ms. Fournier speculated that the absence of Clarendon inquiries on these matters may be attributable to the relative materiality of the Crestfield payments and GL 7450 entries in the context of Torchlight's overall financial statements. She noted that Torchlight's consolidated annual revenue is approximately CAD $2.1 billion, and that the Crestfield payments (approximately $3.2 million in aggregate over the entire period) and GL 7450 entries (approximately $890,000 in aggregate) would have represented a very small fraction of Torchlight's total expenses. Ms. Fournier suggested that these line items may not have been selected for detailed audit testing based on Clarendon's materiality thresholds and risk-based audit methodology.

Ms. Fournier reiterated that the FY2024 audit by Clarendon, led by engagement partner Alain Beaumont, remains delayed pending the outcome of the internal investigation.

XI. Awareness of Whistleblower Complaint and Investigation

Ms. Fournier was asked about her awareness of the anonymous whistleblower complaint that initiated the internal investigation. She stated that she became aware of the whistleblower complaint in approximately early September 2024, shortly after the complaint was escalated within the company's governance structure.

Ms. Fournier stated the following regarding the sequence of events as she understood it:

1. An anonymous whistleblower complaint was received on August 19, 2024, through the company's third-party ethics hotline, which is administered by Sentinel Compliance Solutions Inc. The complaint was assigned Report ID: SCH-2024-08-4417.

2. The complaint was reviewed by Nadia Berenson, Vice President, Compliance and Ethics, who determined that it warranted escalation to the Audit Committee of Torchlight's Board of Directors. Ms. Berenson escalated the complaint to Dr. Eleanor Fiske, Chair of the Audit Committee, on August 26, 2024.

3. The Audit Committee, composed of Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen, authorized a preliminary internal review on September 5, 2024. Ms. Fournier stated that she became aware of the preliminary review at approximately this time.

Ms. Fournier stated that she was contacted by Patricia Sung, General Counsel of Torchlight Mining Corp., in approximately early September 2024 and was asked to assist with gathering financial records relevant to the preliminary review. Ms. Fournier stated that she cooperated with this request and provided her team's assistance in compiling financial data related to TGH, TGM, and the Crestfield engagement.

Ms. Fournier confirmed that the last payment made to Crestfield Advisory Partners Ltd. was in the amount of $115,000, paid on October 31, 2024. She stated that no further payments have been made to Crestfield since that date, and that the Crestfield engagement has been effectively suspended pending the outcome of the investigation.

XII. Document Preservation and Cooperation

Ms. Fournier confirmed that she received the litigation hold notice issued by Calderwood & Harkness LLP, dated March 17, 2025. She stated that she has read and understands the obligations imposed by the litigation hold.

Ms. Fournier stated that she has preserved, and will continue to preserve, all documents and communications in her possession, custody, or control that are potentially responsive to the scope of the investigation. This includes, but is not limited to, emails, financial records, spreadsheets, working papers, memoranda, presentations, and any other documents related to TGH, TGM, Crestfield Advisory Partners Ltd., Jean-Philippe Renard, the Republic of Ganara, Ganaran permitting and regulatory matters, and any related subjects, from January 1, 2018 through the present date.

Ms. Fournier stated that she is cooperating fully with the investigation and with the document collection efforts coordinated by Marlowe Asset Management Digital Forensics Inc. She confirmed that Marlowe Asset Management's engagement lead, Rachel Hartley, has been in contact with her regarding the forensic collection of electronic data from her company-issued devices and email accounts, and that she has facilitated this process.

XIII. Assessment of Credibility and Demeanor

Ms. Fournier was cooperative throughout the interview and appeared forthcoming in her responses to the interviewers' questions. She answered questions directly and did not appear to attempt to obstruct, delay, or evade the interview process. She was attentive to the questions posed and asked for clarification where she did not understand a question, which the interviewers viewed as indicative of genuine engagement with the process.

Notably, Ms. Fournier acknowledged control failures in her areas of responsibility without prompting or confrontation. In particular, she acknowledged: (i) the failure to reconcile cumulative Crestfield payments against the contractual maximum established by the Government Relations Advisory Agreement, which resulted in $1,170,000 in payments above the contractual ceiling without an amendment on file; and (ii) the lack of systematic review of DOA Policy compliance at the subsidiary level, which allowed 14 invoices exceeding the $50,000 threshold to be processed with only a single approval. These acknowledgments were made in a manner that appeared candid and genuine rather than rehearsed or strategic.

Ms. Fournier did not appear evasive during the interview. However, she was occasionally vague on details regarding specific invoice approvals, the timing of particular communications, and the substance of conversations with Delacroix regarding the Crestfield engagement. Ms. Fournier attributed this vagueness to the passage of time, noting that some of the events in question occurred five or more years ago. The interviewers did not observe any indication that the vagueness was deliberate or that Ms. Fournier was withholding information.

Ms. Fournier consistently maintained throughout the interview that she was not aware of any improper payments to government officials in the Republic of Ganara and had no reason to suspect that the Crestfield engagement was being used as a conduit for bribery or other corrupt payments until the anonymous whistleblower complaint surfaced in August 2024. The interviewers note that this position was maintained consistently across multiple lines of questioning and was not contradicted by any specific evidence presented during the interview, although the question of whether the totality of the circumstances (including the lack of due diligence, the generic invoice descriptions, the single-approval violations, and the contractual overage) should have prompted greater inquiry by Ms. Fournier in her capacity as VP, Finance, remains an open issue for the investigation team's assessment.

XIV. Follow-Up Items

Based on the substance of Ms. Fournier's interview, the following follow-up items have been identified for further investigation:

1. Fournier-Delacroix Communications re: Crestfield. Obtain and review all email communications between Diane Fournier and Marcus Delacroix that reference Crestfield Advisory Partners Ltd., TGH consultant payments, or Ganaran permitting matters. Cross-reference this collection with the e-discovery data set being assembled by Marlowe Asset Management Digital Forensics Inc. to identify any communications not captured through Ms. Fournier's custodial collection.

2. Fournier-Achebe Communications re: GL 7450 and TGM Finances. Obtain and review all email communications between Diane Fournier and Thomas Achebe regarding GL 7450 entries, cash withdrawals from TGM's Regency International Bank account, and TGM budget variances. This will assist in determining the extent of Ms. Fournier's awareness of and engagement with the financial anomalies identified in TGM's records.

3. Consolidation Working Papers — FY2019–FY2024. Review Ms. Fournier's consolidation working papers for fiscal years 2019 through 2024 for any notations, comments, queries, or follow-up items related to Crestfield invoices, GL 7450 entries, or other anomalies in TGH or TGM financial data. The presence or absence of such notations will be relevant to assessing the adequacy of Ms. Fournier's review and the extent of her constructive knowledge.

4. Cross-Reference with Achebe Interview. Cross-reference Ms. Fournier's testimony regarding DOA Policy compliance, invoice approval procedures, and GL 7450 entries with the testimony of Thomas Achebe, Finance Director, TGM. Mr. Achebe's interview is scheduled for April 28, 2025, as part of the second wave of witness interviews, to be conducted by video conference from the Republic of Ganara.

5. Clarendon Group LLP Audit Workpapers. Follow up with Clarendon Group LLP to obtain the audit workpapers for the FY2019 through FY2023 audit cycles. Determine whether Crestfield invoices or GL 7450 entries were sampled for detailed audit testing during any of these audit cycles, and if so, what conclusions, if any, the audit team reached. This will be relevant to both the assessment of Ms. Fournier's testimony and the potential exposure of Clarendon under applicable auditing standards.

6. Pinnacle Forensic Advisory — Detailed Reconciliation. Request that Pinnacle Forensic Advisory LLC, under the direction of Dr. Leonard Strauss, prepare a detailed year-by-year reconciliation of Crestfield's contractual entitlements (retainer, success fees, and expense reimbursements) against actual payments made, incorporating Ms. Fournier's testimony regarding the absence of any contract amendment authorizing payments above the original contractual limits. This reconciliation should identify, for each invoice, the category of payment (retainer, success fee, or expense reimbursement) and whether the amount is within or exceeds the applicable contractual cap.

7. Cross-Reference with Berenson Interview Memorandum. Coordinate with the memorandum of Nadia Berenson's witness interview (conducted April 7, 2025) to cross-check accounts of the September 2024 preliminary review, the escalation of the whistleblower complaint, and Ms. Fournier's involvement in the initial document gathering process. Any material inconsistencies between the two accounts should be identified and explored in potential follow-up interviews.

XV. Distribution

This memorandum constitutes privileged attorney work product prepared in anticipation of litigation and at the direction of counsel in connection with Calderwood & Harkness LLP's representation of Torchlight Mining Corp. in the above-referenced FCPA investigation. The memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel.

Distribution of this memorandum is strictly limited to the following members of the Calderwood & Harkness LLP engagement team:

• Conrad Ashby, Responsible Partner

• Victoria Chambers, Senior Counsel

• Steven Hollander, Lead Associate

• Jasmine Thornton, Working Associate

This memorandum is not to be shared with the witness (Diane Fournier), other employees or officers of Torchlight Mining Corp., or any third party without the prior written approval of the Responsible Partner. Any unauthorized disclosure of this memorandum may result in a waiver of the attorney-client privilege and/or the work product protection.

Prepared by:

________________________________________

Steven Hollander Lead Associate Calderwood & Harkness LLP

________________________________________

Jasmine Thornton Working Associate Calderwood & Harkness LLP

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

Category	Contractual Basis	Maximum Amount
Monthly Retainer	$15,000/month × 66 months (April 2019 – October 2024)	$990,000
Success Fees	$100,000/permit × 5 permits obtained	$500,000
Quarterly Expense Reimbursement	$25,000/quarter × 22 quarters (approx.)	$550,000
Total Contractual Maximum	$2,040,000
Category	Amount
Total Actual Payments to Crestfield (24 invoices, 2019–October 2024)	$3,210,000
Contractual Maximum	$2,040,000
Overage	$1,170,000
Permit/Approval	Reference Number	Issuance Date
Kousseri Mining License	KCC-2019-0047	September 14, 2019
Kousseri Environmental Approval	ENV-KCC-2020-113	March 27, 2020
Dembélé Exploration License	DRE-2021-0092	July 8, 2021
Dembélé Mining License Upgrade	DRE-M-2023-0018	February 14, 2023
Kousseri Expansion Permit	KCC-2019-0047-A1	April 3, 2024

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP
FROM: Steven Hollander, Lead Associate, and Jasmine Thornton, Working Associate, Calderwood & Harkness LLP
DATE: April 8, 2025
RE: Witness Interview — Diane Fournier, Vice President, Finance, Torchlight Mining Corp.
MATTER: Torchlight Mining Corp. FCPA Investigation (C&H Matter No. 1039-00005)
I. Interview Summary
On April 8, 2025, Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate) of Calderwood & Harkness LLP conducted an in-person interview of Diane Fournier, Vice President, Finance, Torchlight Mining Corp. Ms. Fournier is a Canadian citizen, approximately 50 years of age. The interview was conducted at the offices of Calderwood & Harkness LLP, Toronto, Ontario, Canada, as part of the first wave of witness interviews scheduled from April 7 through April 11, 2025, in Toronto.
The interview commenced at approximately 10:00 a.m. Eastern Daylight Time and concluded at approximately 1:15 p.m. Eastern Daylight Time, for a total duration of approximately three hours and fifteen minutes. The interview was conducted in accordance with the Witness Interview Protocol previously approved by the Responsible Partner and distributed to the engagement team.
Steven Hollander served as the primary interviewer. Jasmine Thornton served as the secondary interviewer and note-taker. This memorandum was prepared by Ms. Thornton based on contemporaneous notes taken during the interview and reviewed by Mr. Hollander. This memorandum is not a verbatim transcript of the interview; rather, it reflects the substance and general content of Ms. Fournier's statements, as well as the interviewers' observations regarding Ms. Fournier's credibility and demeanor.
Ms. Fournier appeared without personal counsel. As a current employee of Torchlight Mining Corp., Ms. Fournier did not request personal legal representation and confirmed at the outset of the interview that she was appearing voluntarily in her capacity as an employee of the company. No representative of Torchlight's in-house legal department was present during the interview.
II. Upjohn Warnings
At the outset of the interview, before any substantive questioning commenced, Steven Hollander administered the standard Upjohn/corporate Miranda warnings to Ms. Fournier. Specifically, Mr. Hollander explained the following:
1. Calderwood & Harkness LLP has been retained by, and represents, Torchlight Mining Corp. Calderwood & Harkness does not represent Ms. Fournier in her individual capacity, and no attorney-client relationship exists between Calderwood & Harkness and Ms. Fournier personally.
2. The interview is being conducted at the direction of, and for the benefit of, Torchlight Mining Corp. The purpose of the interview is to gather facts relevant to the company's internal investigation into potential violations of the United States Foreign Corrupt Practices Act and related laws and regulations.
3. The conversation between Ms. Fournier and Calderwood & Harkness is protected by the attorney-client privilege. However, the privilege belongs to the company — that is, to Torchlight Mining Corp. — and not to Ms. Fournier individually. The company has the sole authority to assert or waive the privilege.
4. The company may choose to waive the privilege in the future, including by disclosing the substance of this interview to third parties such as the United States Department of Justice, the United States Securities and Exchange Commission, the Royal Canadian Mounted Police, or other government regulators or law enforcement authorities.
5. Ms. Fournier was instructed to keep the substance of the interview confidential. Specifically, she was asked not to discuss the content of the interview, the questions asked, or her responses with other employees, officers, directors, or witnesses of Torchlight Mining Corp. or any of its subsidiaries or affiliates.
After Mr. Hollander delivered each of the foregoing warnings, he asked Ms. Fournier whether she understood each point. Ms. Fournier confirmed affirmatively that she understood. Mr. Hollander then asked Ms. Fournier whether, in light of these warnings, she was willing to proceed with the interview. Ms. Fournier confirmed that she was willing to proceed, and the substantive portion of the interview commenced.
III. Background and Role
A. Professional Background
Ms. Fournier stated that she has served as Vice President, Finance, of Torchlight Mining Corp. since approximately 2016, a position she has held continuously through the present date. Her tenure in this role predates the relevant period of the investigation, which focuses primarily on conduct occurring between 2019 and 2024.
In her capacity as Vice President, Finance, Ms. Fournier reports directly to the Chief Financial Officer of Torchlight Mining Corp. She described her primary areas of responsibility as follows: (i) oversight of financial reporting across Torchlight's global operations, including the preparation of quarterly and annual consolidated financial statements; (ii) consolidation of subsidiary-level financials into Torchlight's consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS"); and (iii) oversight and maintenance of financial controls across Torchlight's operating subsidiaries, including the design, implementation, and monitoring of internal controls over financial reporting.
Ms. Fournier is a Canadian citizen and is based at Torchlight Mining Corp.'s corporate headquarters, located at 200 King Street West, Suite 3400, Toronto, Ontario M5H 3T4, Canada. She stated that she has worked primarily from the Toronto headquarters throughout her tenure, with occasional travel to Torchlight's operating sites in various jurisdictions.
B. Relationship to West African Operations
Ms. Fournier described her relationship to Torchlight's West African operations in the Republic of Ganara. Torchlight's operations in Ganara are conducted through two entities: Torchlight Ganara Holdings Ltd. ("TGH"), a subsidiary incorporated in the British Virgin Islands, and Torchlight Ganara Mining S.A. ("TGM"), the in-country operating entity incorporated under the laws of the Republic of Ganara. TGH serves as the intermediate holding company, and TGM is TGH's wholly owned Ganaran subsidiary through which mining operations, permitting, and in-country activities are conducted.
Ms. Fournier's role in connection with the West African operations centers on the financial consolidation of TGH and TGM into Torchlight's consolidated financial statements. She stated that she interacts regularly with Thomas Achebe, the Finance Director of TGM, regarding the preparation and submission of quarterly financial reporting packages, the analysis and explanation of budget variances, and the review and approval of significant expenditures in accordance with Torchlight's Delegation of Authority Policy.
Ms. Fournier emphasized that she did not have day-to-day involvement in the operational decisions of TGH or TGM. She stated that operational management of the Ganaran business was under the purview of Marcus Delacroix, former Vice President, Africa Operations, and Raymond Osei-Bonsu, former Country Manager for Ganara. Ms. Fournier's engagement with the Ganaran operations was, in her description, limited to the financial reporting and consolidation function, and she did not participate in decisions regarding consultant engagements, permitting strategy, government relations, or local operations management.
C. Interaction with External Auditors
Ms. Fournier stated that she serves as one of the primary contacts for Clarendon Group LLP, Torchlight's external auditor, during the annual audit cycle. The engagement partner at Clarendon responsible for the Torchlight audit is Alain Beaumont, CPA, who is based in Clarendon's Montreal office. Ms. Fournier stated that she works closely with Mr. Beaumont's audit team in connection with the audit of Torchlight's consolidated financial statements, including the review of subsidiary-level financials and the testing of internal controls.
Ms. Fournier confirmed that Clarendon Group LLP issued clean (unqualified) audit opinions on Torchlight's consolidated financial statements for fiscal years 2019 through 2023. She stated that she is not aware of any material qualifications, adverse findings, or significant deficiencies identified by Clarendon in connection with those audit cycles, at least as communicated to her.
Ms. Fournier noted that the fiscal year 2024 audit, which would ordinarily have been substantially completed by this time, is currently delayed. She understood the delay to be attributable to the pendency of the internal investigation and the need for Clarendon to assess the potential impact of the investigation's findings on Torchlight's financial statements, including the potential need for restatement or disclosure of contingent liabilities. The FY2024 audit remains ongoing, and no opinion has been issued as of the date of this interview.
IV. Knowledge of Crestfield Advisory Partners Ltd.
A. Initial Awareness
Ms. Fournier was questioned at length regarding her knowledge of and interactions concerning Crestfield Advisory Partners Ltd. ("Crestfield"). Ms. Fournier stated that she first became aware of Crestfield in approximately mid-to-late 2019, when Crestfield invoices began appearing in TGH's accounts payable records. She encountered these invoices during the financial consolidation process as part of her review of TGH's quarterly reporting packages.
Ms. Fournier stated that she understood Crestfield to be a "government relations consultant" that had been engaged by TGH to assist with regulatory and permitting matters in the Republic of Ganara. She described her understanding at the time as being that Crestfield provided advisory services related to navigating the Ganaran regulatory framework for mining licenses, environmental approvals, and related government authorizations.
When asked how she had come to this understanding, Ms. Fournier stated that she was told by Marcus Delacroix, the then-Vice President, Africa Operations, that Crestfield's engagement was "standard practice" for mining operations in West Africa and that consultant arrangements of this type were commonplace in the region. Ms. Fournier further stated that Delacroix informed her that Jean-Philippe Renard, whom she understood to be the principal of Crestfield, had been personally introduced by Delacroix to the TGH and TGM leadership teams. Ms. Fournier stated that she did not recall the precise circumstances under which Delacroix made these representations to her, but she believed the conversations occurred in the context of routine financial reporting discussions during the latter half of 2019 or early 2020.
Ms. Fournier stated unequivocally that she had no direct contact with Jean-Philippe Renard at any time. She stated she had never met him in person, spoken with him by telephone, or exchanged any correspondence or communications with him, whether by email or otherwise. Her knowledge of Renard was limited to what she had been told by Delacroix and what she had observed on Crestfield's invoices.
B. Awareness of the Government Relations Advisory Agreement
Ms. Fournier was asked about her awareness of the formal contractual agreement between TGH and Crestfield. She recalled that at some point during 2019 or early 2020, she was shown a copy of the Government Relations Advisory Agreement between Torchlight Ganara Holdings Ltd. and Crestfield Advisory Partners Ltd. The agreement was dated April 12, 2019. Ms. Fournier stated that she reviewed the agreement in connection with her understanding of the Crestfield engagement but was not involved in its negotiation, drafting, or execution.
Ms. Fournier recalled the basic commercial terms of the agreement as follows:
• A monthly retainer fee of $15,000 (United States dollars);
• Success fees of $100,000 per mining permit or regulatory approval obtained with Crestfield's assistance; and
• Quarterly expense reimbursements, capped at $25,000 per quarter.
Ms. Fournier stated that the agreement was negotiated and executed by Delacroix and Osei-Bonsu, with what she understood to be the approval of TGH's board of directors. She noted that TGH's board was composed of members of Torchlight's management team acting in their capacity as TGH directors. Ms. Fournier stated that she did not participate in any board discussions regarding the Crestfield engagement and did not recall whether the engagement was formally presented to or approved by TGH's board in a documented board resolution.
When asked whether she was aware of any competitive selection process, request for proposals, or vendor comparison conducted in connection with the retention of Crestfield, Ms. Fournier stated that she was not. She stated she had no knowledge of any such process and assumed that Crestfield had been selected based on Delacroix's personal knowledge of and relationship with Renard.
Ms. Fournier further confirmed that she had never seen a due diligence file on Crestfield in Torchlight's compliance records. She was not aware of any third-party due diligence having been conducted on Crestfield prior to the execution of the Government Relations Advisory Agreement, including background checks, beneficial ownership verification, review of Crestfield's business history or references, or screening against sanctions lists or politically exposed persons databases.
C. Awareness of Crestfield's Corporate Profile
Ms. Fournier was asked what she knew about Crestfield's corporate structure, operations, and physical presence. She stated that she understood Crestfield to be a company incorporated in Mauritius. She was not able to provide any additional details about Crestfield's corporate profile from her own knowledge.
Specifically, Ms. Fournier acknowledged that she did not know whether Crestfield had any employees other than Renard. She did not know whether Crestfield maintained a website, a physical office, or any operational infrastructure. She was not aware of the nature of Crestfield's registered address. When informed by the interviewers that Crestfield's registered address — 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius — has been identified as the address of a registered-agent service provider and does not appear to correspond to an operational office, Ms. Fournier stated that she was not previously aware of this fact.
Ms. Fournier stated that she did not consider it her responsibility to perform third-party due diligence on consultants engaged by Torchlight's operating subsidiaries. She stated that she understood this responsibility to rest with Nadia Berenson, Vice President, Compliance and Ethics, and with the business unit leadership responsible for the consultant engagement. Ms. Fournier stated that her role was limited to the financial reporting and consolidation function, and she did not view herself as having a gatekeeper role with respect to the vetting of third-party consultants.
V. Crestfield Invoice Processing and Approval
A. Invoice Flow and Approval Chain
A substantial portion of the interview was devoted to the mechanics of Crestfield invoice processing and the internal controls applicable thereto. Ms. Fournier described the standard invoice processing flow for TGH as follows:
1. Invoices from third-party service providers, including Crestfield, were initially received by TGM's Finance Director, Thomas Achebe, in Ganara.
2. Mr. Achebe would review the invoices for basic completeness and prepare them for approval.
3. The invoices were then submitted for approval to the Country Manager, Raymond Osei-Bonsu, who had primary expenditure authorization for TGM's operations in Ganara.
4. Upon Osei-Bonsu's approval, the invoices were submitted to TGH for payment processing. Payment was effectuated through TGH's account at Meridian Commercial Bank (BVI), Account No. 7740-2281-0056.
Ms. Fournier stated that this process was the standard workflow for vendor payments at the TGH/TGM level. She noted that the process was managed locally by Achebe's finance team under Osei-Bonsu's supervision.
Ms. Fournier was asked about the internal controls governing the approval of invoices above specified dollar thresholds. She described Torchlight's Delegation of Authority Policy (the "DOA Policy"), which establishes approval limits and requirements for expenditures across the organization. Under the DOA Policy, Ms. Fournier stated, invoices exceeding $50,000 required dual approval — specifically, the approval of the Country Manager (Osei-Bonsu) plus a secondary approval from either the Vice President, Africa Operations (Delacroix) or the Vice President, Finance (Fournier). The purpose of the dual-approval requirement, Ms. Fournier explained, was to provide an additional layer of oversight for significant expenditures and to ensure that major payments were reviewed by a senior officer with visibility into the broader financial picture.
B. Single-Approval Violations
Ms. Fournier was shown copies of specific Crestfield invoices that the investigation team had identified as having been approved solely by Osei-Bonsu, without the secondary authorization required under the DOA Policy. Ms. Fournier reviewed the invoices and acknowledged the apparent deficiency.
Specifically, Ms. Fournier was informed that of the 24 Crestfield invoices identified to date (spanning 2019 through October 2024), 14 invoices exceeded the $50,000 single-approval threshold. These 14 invoices ranged in value from $55,000 to $185,000 per invoice. Upon review, these invoices appeared to have been processed with only Osei-Bonsu's approval and did not bear the signature, electronic approval, or other documented authorization of either Delacroix or Fournier as the secondary approver.
Ms. Fournier stated that she was not aware, in real-time, that these invoices were being processed without dual approval. She attributed this gap to the following factors: (i) TGH's accounts payable function was managed locally by Achebe's finance team under Osei-Bonsu's direction, and the day-to-day processing of vendor invoices at the subsidiary level was not subject to real-time monitoring from Toronto headquarters; and (ii) compliance with the DOA Policy's dual-approval requirement was not systematically audited at the subsidiary level. Ms. Fournier stated that while the DOA Policy was a company-wide policy, its enforcement at the subsidiary level depended on the local management team's adherence, and there was no automated system or workflow control that would have prevented an invoice from being processed without the requisite secondary approval.
Ms. Fournier conceded that her team, as part of the financial consolidation process, should have detected the single-approval deficiency. However, she stated that during the consolidation review, individual invoices at the subsidiary level were not routinely reviewed unless they were flagged as exceptions or anomalies. Because the Crestfield invoices were booked as consulting expenses and did not trigger any automated exception reports, they were consolidated into Torchlight's financial statements without individual-level review at headquarters.
When asked whether Delacroix had provided the secondary approval on any of the Crestfield invoices, Ms. Fournier stated that she could not recall seeing Delacroix's signature or electronic approval on any Crestfield invoice. However, she acknowledged that she could not definitively rule out the possibility that Delacroix may have approved one or more invoices, as she had not conducted a comprehensive review of all Crestfield invoices prior to the investigation.
C. Invoice Amounts Exceeding Contractual Maximum
Ms. Fournier was presented with the quantitative analysis prepared by the investigation team demonstrating that the total aggregate amount paid to Crestfield substantially exceeded the amounts authorized under the Government Relations Advisory Agreement.
The analysis presented to Ms. Fournier was as follows:
Ms. Fournier stated that she had not previously calculated the cumulative contractual maximum against the actual payments made to Crestfield. She was not aware of the $1,170,000 overage until the investigation team brought it to her attention during this interview.
Ms. Fournier stated that there was no contract amendment, side letter, or other written modification on file that would have authorized payments to Crestfield in excess of the amounts provided for in the original Government Relations Advisory Agreement. She stated she had not been asked to review or approve any such amendment and was not aware that any amendment had been discussed or negotiated.
Ms. Fournier acknowledged that the $1,170,000 overage represented a significant control failure. She stated that the cumulative excess should have been detected through periodic contract-versus-actual reconciliation — that is, a comparison of the amounts actually paid to Crestfield against the amounts authorized under the governing contract. Ms. Fournier conceded that such a reconciliation was not performed for the Crestfield engagement at any point during the relevant period. She attributed this gap to the fact that the Crestfield engagement was managed operationally by the Africa Operations team, and the contract terms were not incorporated into a monitoring framework at the Toronto headquarters level. She acknowledged that this was an area where the financial controls should have been stronger.
D. Invoice Descriptions and Supporting Documentation
Ms. Fournier was asked about the level of detail and supporting documentation attached to Crestfield invoices. She recalled that Crestfield invoices typically bore generic and non-specific descriptions of the services purportedly rendered. Examples of the descriptions she recalled included "permitting support services," "regulatory liaison," and "stakeholder engagement." Ms. Fournier stated that she did not recall any Crestfield invoice that included detailed descriptions of specific work performed, identification of particular deliverables, itemized time records, names of individuals involved in providing the services, or other documentation that would allow an independent verification of the nature and value of the services rendered.
When asked whether the generic nature of the Crestfield invoice descriptions raised any concerns with her at the time, Ms. Fournier stated that consultant invoices for government relations work in emerging markets were "often less detailed" than invoices from service providers in more developed markets. She stated that she did not view the Crestfield invoice descriptions as unusual at the time, given her understanding of the nature of the engagement and the operating environment in the Republic of Ganara. She did not recall flagging the lack of supporting documentation to anyone, including Delacroix, Osei-Bonsu, the compliance function, or the external auditors.
VI. GL 7450 — "Community Relations Expenses"
A. Nature of GL 7450 Entries
Ms. Fournier was questioned regarding general ledger code 7450, which is described in Torchlight's chart of accounts as "Community Relations Expenses." The investigation team's analysis has identified $890,000 in cash withdrawals from TGM's local bank account at Regency International Bank, Ganara (Account No. GAN-4419-8837), that were booked under GL 7450 between 2019 and 2024.
Ms. Fournier stated that GL code 7450 was used broadly at TGM for range expenditures related to community engagement, local stakeholder relations, charitable donations, and similar community-facing activities. She explained that mining companies operating in West Africa commonly incur expenditures for community development, local engagement, and similar purposes, and that GL 7450 was intended to capture these types of costs.
Ms. Fournier acknowledged, however, that the GL 7450 descriptions were vague and typically lacked supporting documentation beyond a general requisition form approved by Osei-Bonsu. She stated that the requisition forms she had seen in connection with GL 7450 entries did not include detailed explanations of the purpose of the expenditure, the identity of the ultimate recipients or beneficiaries, or any receipts, photographs, or other evidence that the expenditures were applied to legitimate community relations purposes.
B. Cash Withdrawal Procedures
Ms. Fournier stated that cash withdrawals from TGM's Regency International Bank account were processed locally in Ganara by Achebe's finance team under Osei-Bonsu's authorization. She stated that the cash withdrawal requests were initiated by TGM personnel in Ganara and did not require advance approval from Toronto headquarters, provided they fell within the expenditure authority delegated to the Country Manager under the DOA Policy.
Ms. Fournier acknowledged that she was generally aware that cash-based transactions were more common in the Ganaran operating environment than in Torchlight's other jurisdictions. She stated that the Republic of Ganara has a less developed banking infrastructure than other jurisdictions in which Torchlight operates, and that certain categories of expenditure — particularly those involving local community engagement, small vendor payments, and similar activities — were customarily conducted in cash.
Notwithstanding this general awareness, Ms. Fournier acknowledged that the volume and aggregate amount of cash withdrawals booked under GL 7450 — $890,000 over approximately five years — was higher than she would have expected for community relations activities at a single operating site. She stated that this aggregate figure had not been specifically brought to her attention prior to the investigation, and she had not independently analyzed the aggregate GL 7450 expenditures.
Ms. Fournier stated that she did not flag the GL 7450 aggregate to the compliance function or to the external auditors because the individual transactions booked under GL 7450 were typically below the monetary threshold that would trigger her individual review during the consolidation process. She stated that GL 7450 entries were consolidated into TGM's operating expenditures at the line-item level, and individual transactions within that line item were not routinely examined at headquarters.
When asked whether she had ever raised concerns about GL 7450 entries with Delacroix or Osei-Bonsu, Ms. Fournier stated that she had not. She stated that she had no specific reason to question the legitimacy of the GL 7450 entries at the time they were booked, although she acknowledged that, in retrospect, the aggregate amount and the lack of supporting documentation warranted greater scrutiny.
C. In-Kind Benefits (GL 7200 and GL 7310)
Ms. Fournier was also asked about approximately $630,000 in expenditures booked across GL 7200 and GL 7310 between 2019 and 2024. The investigation team's analysis has identified these entries as corresponding to vehicle purchases and travel expenses that may have been provided as in-kind benefits to Ganaran government officials.
Ms. Fournier stated that these entries were booked as operational expenditures of TGM. She understood them to relate to vehicles acquired for TGM's operations and travel expenses incurred by TGM personnel in connection with the company's business activities in Ganara. Ms. Fournier stated that she did not have visibility, from her position in Toronto, into whether specific vehicles or travel arrangements financed under GL 7200 and GL 7310 were used for the benefit of, or provided to, government officials in Ganara.
When informed that Col. Ibrahim Konaté, the Former Regional Prefect of Kousseri Province, has been identified as an alleged recipient of approximately $340,000 in cash and in-kind benefits — including benefits potentially funded through GL 7200 and GL 7310 entries — Ms. Fournier stated that she had no knowledge of any such benefits being directed to Col. Konaté or to any other government official. She stated that the GL 7200 and GL 7310 entries were, as far as she was aware, legitimate operational expenses, and she had no basis on which to question them at the time they were recorded.
VII. Timing Correlation — Invoices and Permit Issuance
Ms. Fournier was shown the invoice-to-permit timeline correlation analysis prepared by the investigation team in coordination with Pinnacle Forensic Advisory LLC, the forensic accounting firm retained by Calderwood & Harkness for the investigation. The forensic accounting engagement is led by Dr. Leonard Strauss, partner at Pinnacle Forensic Advisory.
The analysis demonstrated a pattern in which Crestfield invoices exhibited significant spikes — both in frequency and in aggregate dollar amount — in the 30-to-60-day window preceding the issuance of each of the five mining permits and regulatory approvals obtained by TGM during the relevant period. The five permits/approvals and their respective issuance dates are as follows:
Ms. Fournier stated that she had not previously noticed the temporal correlation between Crestfield invoice submission dates and permit issuance dates. She stated that she had not analyzed the timing of Crestfield invoices in relation to the permitting timeline and had not been presented with this analysis prior to the interview.
Upon reviewing the correlation analysis, Ms. Fournier stated that the pattern was "concerning." However, she stated that she could not speak to whether the timing correlation was coincidental — reflecting, for example, a natural increase in consulting activity during periods of active permit applications — or indicative of an improper purpose. She stated that she did not have sufficient knowledge of the permitting process in Ganara, or of Crestfield's actual activities, to draw conclusions from the timing analysis alone.
VIII. Knowledge of Alleged Recipients
Ms. Fournier was asked about her knowledge of specific Ganaran government officials who have been identified by the investigation team as alleged recipients of improper payments.
Ms. Fournier stated that she had limited awareness of the identities and roles of specific Ganaran government officials involved in the permitting and regulatory processes applicable to TGM's operations. She stated that her role as Vice President, Finance, did not involve direct interaction with government officials in any of Torchlight's operating jurisdictions, and that government relations matters in Ganara were handled by the Africa Operations team under Delacroix and Osei-Bonsu.
With respect to specific individuals:
Hon. Boubacar Diallo (Former Minister of Mines and Natural Resources, Republic of Ganara; alleged recipient of approximately $1,850,000 in improper payments): Ms. Fournier stated that she recognized the name from general business context. She was aware that Minister Diallo held a senior position in the Ganaran government with responsibility for the mining sector. However, Ms. Fournier stated that she had no knowledge of any payments made to Minister Diallo, either directly or indirectly, and had never been told that Torchlight, TGH, TGM, Crestfield, or any other party was making payments to Minister Diallo.
Amadou Traoré (Director, Environmental Permitting, Republic of Ganara; alleged recipient of approximately $620,000 in improper payments): Ms. Fournier stated that she was not familiar with this individual's name until the investigation commenced. She had no knowledge of any payments made to Mr. Traoré.
Col. Ibrahim Konaté (Former Regional Prefect, Kousseri Province, Republic of Ganara; alleged recipient of approximately $340,000 in cash and in-kind benefits): Ms. Fournier stated that she was not familiar with Col. Konaté by name until the investigation commenced. She had no knowledge of any payments or benefits provided to Col. Konaté.
Ms. Fournier stated categorically that she had never been told by anyone at Torchlight Mining Corp., Torchlight Ganara Holdings Ltd., Torchlight Ganara Mining S.A., or any other person or entity that payments were being directed to government officials in the Republic of Ganara. She stated she had no knowledge, direct or indirect, that the Crestfield engagement or any other consultant arrangement was being used as a mechanism or conduit for payments to government officials.
IX. Relationship with Key Subjects
A. Marcus Delacroix
Ms. Fournier was asked about her professional relationship with Marcus Delacroix, the former Vice President, Africa Operations, Torchlight Mining Corp. Ms. Fournier described the relationship as professional and functional, centered on their overlapping responsibilities for the financial performance and reporting of Torchlight's Africa operations. She stated that she interacted with Delacroix primarily in connection with budgetary matters, financial forecasting, and the review of quarterly and annual financial reporting packages for the Africa segment.
Ms. Fournier stated that Delacroix managed the West African operations with a high degree of autonomy. She described a management culture in which Delacroix exercised significant independent authority over the operational affairs of TGH and TGM, including the selection and management of consultants, the negotiation of government relations arrangements, and the allocation of operational spending in Ganara. Ms. Fournier stated that Delacroix did not routinely consult her on consultant engagements, operational spending decisions, or government relations matters in Ganara, and that she did not consider it within her authority or her role to second-guess Delacroix's operational judgment in those areas.
Ms. Fournier stated that she was aware of Delacroix's resignation from Torchlight Mining Corp. on November 15, 2024. She understood that the resignation was connected to the commencement of the internal review authorized by the Audit Committee of Torchlight's Board of Directors on September 5, 2024, although she stated she was not privy to the specific circumstances surrounding Delacroix's departure.
Ms. Fournier was informed by the interviewers that the investigation team has identified 37 communications between Delacroix and Jean-Philippe Renard that were conducted using personal (non-company) email accounts. Ms. Fournier stated that she was not previously aware that Delacroix had used personal email accounts for communications with Renard regarding TGH or TGM business matters. She stated that this was contrary to Torchlight's Information Security and Records Retention Policy, which requires that all business communications be conducted through company-provided email systems.
B. Raymond Osei-Bonsu
Ms. Fournier was asked about her relationship with Raymond Osei-Bonsu, the former Country Manager for TGM in Ganara. Ms. Fournier stated that her interactions with Osei-Bonsu were primarily indirect, conducted through Thomas Achebe in connection with TGM's financial reporting. She stated that she had occasional direct communications with Osei-Bonsu on matters relating to TGM's budget and financial results, but that the day-to-day operational relationship was between Osei-Bonsu and Delacroix.
Ms. Fournier described Osei-Bonsu as having "wide latitude" in managing TGM's day-to-day operations in Ganara. She stated that Osei-Bonsu was responsible for the on-the-ground management of the mining operations, including relationships with local authorities, community engagement, and the oversight of TGM's local finance and administrative functions.
Ms. Fournier stated that she was aware of Osei-Bonsu's termination from Torchlight Mining Corp. on January 8, 2025. She did not elaborate on the circumstances of his termination beyond stating her awareness of the event.
X. Interaction with External Auditors Regarding Crestfield
Ms. Fournier was asked specifically about whether the external auditors, Clarendon Group LLP, had raised any questions or concerns regarding the Crestfield engagement or the GL 7450 entries during the annual audit cycles for fiscal years 2019 through 2023.
Ms. Fournier stated that during the annual audits, Clarendon reviewed TGH and TGM financials as part of the overall audit of Torchlight's consolidated financial statements. She stated that Clarendon's audit procedures included the review of subsidiary-level trial balances, the testing of selected transactions, and the evaluation of internal controls at the consolidated level.
Ms. Fournier stated that she could not recall any instance during the FY2019 through FY2023 audit cycles in which Clarendon specifically questioned Crestfield invoices, the nature of the Crestfield engagement, the adequacy of supporting documentation for Crestfield payments, or the GL 7450 entries. She stated she had no recollection of any audit inquiry, management letter comment, or internal control deficiency finding from Clarendon related to these items.
Ms. Fournier speculated that the absence of Clarendon inquiries on these matters may be attributable to the relative materiality of the Crestfield payments and GL 7450 entries in the context of Torchlight's overall financial statements. She noted that Torchlight's consolidated annual revenue is approximately CAD $2.1 billion, and that the Crestfield payments (approximately $3.2 million in aggregate over the entire period) and GL 7450 entries (approximately $890,000 in aggregate) would have represented a very small fraction of Torchlight's total expenses. Ms. Fournier suggested that these line items may not have been selected for detailed audit testing based on Clarendon's materiality thresholds and risk-based audit methodology.
Ms. Fournier reiterated that the FY2024 audit by Clarendon, led by engagement partner Alain Beaumont, remains delayed pending the outcome of the internal investigation.
XI. Awareness of Whistleblower Complaint and Investigation
Ms. Fournier was asked about her awareness of the anonymous whistleblower complaint that initiated the internal investigation. She stated that she became aware of the whistleblower complaint in approximately early September 2024, shortly after the complaint was escalated within the company's governance structure.
Ms. Fournier stated the following regarding the sequence of events as she understood it:
1. An anonymous whistleblower complaint was received on August 19, 2024, through the company's third-party ethics hotline, which is administered by Sentinel Compliance Solutions Inc. The complaint was assigned Report ID: SCH-2024-08-4417.
2. The complaint was reviewed by Nadia Berenson, Vice President, Compliance and Ethics, who determined that it warranted escalation to the Audit Committee of Torchlight's Board of Directors. Ms. Berenson escalated the complaint to Dr. Eleanor Fiske, Chair of the Audit Committee, on August 26, 2024.
3. The Audit Committee, composed of Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen, authorized a preliminary internal review on September 5, 2024. Ms. Fournier stated that she became aware of the preliminary review at approximately this time.
Ms. Fournier stated that she was contacted by Patricia Sung, General Counsel of Torchlight Mining Corp., in approximately early September 2024 and was asked to assist with gathering financial records relevant to the preliminary review. Ms. Fournier stated that she cooperated with this request and provided her team's assistance in compiling financial data related to TGH, TGM, and the Crestfield engagement.
Ms. Fournier confirmed that the last payment made to Crestfield Advisory Partners Ltd. was in the amount of $115,000, paid on October 31, 2024. She stated that no further payments have been made to Crestfield since that date, and that the Crestfield engagement has been effectively suspended pending the outcome of the investigation.
XII. Document Preservation and Cooperation
Ms. Fournier confirmed that she received the litigation hold notice issued by Calderwood & Harkness LLP, dated March 17, 2025. She stated that she has read and understands the obligations imposed by the litigation hold.
Ms. Fournier stated that she has preserved, and will continue to preserve, all documents and communications in her possession, custody, or control that are potentially responsive to the scope of the investigation. This includes, but is not limited to, emails, financial records, spreadsheets, working papers, memoranda, presentations, and any other documents related to TGH, TGM, Crestfield Advisory Partners Ltd., Jean-Philippe Renard, the Republic of Ganara, Ganaran permitting and regulatory matters, and any related subjects, from January 1, 2018 through the present date.
Ms. Fournier stated that she is cooperating fully with the investigation and with the document collection efforts coordinated by Marlowe Asset Management Digital Forensics Inc. She confirmed that Marlowe Asset Management's engagement lead, Rachel Hartley, has been in contact with her regarding the forensic collection of electronic data from her company-issued devices and email accounts, and that she has facilitated this process.
XIII. Assessment of Credibility and Demeanor
Ms. Fournier was cooperative throughout the interview and appeared forthcoming in her responses to the interviewers' questions. She answered questions directly and did not appear to attempt to obstruct, delay, or evade the interview process. She was attentive to the questions posed and asked for clarification where she did not understand a question, which the interviewers viewed as indicative of genuine engagement with the process.
Notably, Ms. Fournier acknowledged control failures in her areas of responsibility without prompting or confrontation. In particular, she acknowledged: (i) the failure to reconcile cumulative Crestfield payments against the contractual maximum established by the Government Relations Advisory Agreement, which resulted in $1,170,000 in payments above the contractual ceiling without an amendment on file; and (ii) the lack of systematic review of DOA Policy compliance at the subsidiary level, which allowed 14 invoices exceeding the $50,000 threshold to be processed with only a single approval. These acknowledgments were made in a manner that appeared candid and genuine rather than rehearsed or strategic.
Ms. Fournier did not appear evasive during the interview. However, she was occasionally vague on details regarding specific invoice approvals, the timing of particular communications, and the substance of conversations with Delacroix regarding the Crestfield engagement. Ms. Fournier attributed this vagueness to the passage of time, noting that some of the events in question occurred five or more years ago. The interviewers did not observe any indication that the vagueness was deliberate or that Ms. Fournier was withholding information.
Ms. Fournier consistently maintained throughout the interview that she was not aware of any improper payments to government officials in the Republic of Ganara and had no reason to suspect that the Crestfield engagement was being used as a conduit for bribery or other corrupt payments until the anonymous whistleblower complaint surfaced in August 2024. The interviewers note that this position was maintained consistently across multiple lines of questioning and was not contradicted by any specific evidence presented during the interview, although the question of whether the totality of the circumstances (including the lack of due diligence, the generic invoice descriptions, the single-approval violations, and the contractual overage) should have prompted greater inquiry by Ms. Fournier in her capacity as VP, Finance, remains an open issue for the investigation team's assessment.
XIV. Follow-Up Items
Based on the substance of Ms. Fournier's interview, the following follow-up items have been identified for further investigation:
1. Fournier-Delacroix Communications re: Crestfield. Obtain and review all email communications between Diane Fournier and Marcus Delacroix that reference Crestfield Advisory Partners Ltd., TGH consultant payments, or Ganaran permitting matters. Cross-reference this collection with the e-discovery data set being assembled by Marlowe Asset Management Digital Forensics Inc. to identify any communications not captured through Ms. Fournier's custodial collection.
2. Fournier-Achebe Communications re: GL 7450 and TGM Finances. Obtain and review all email communications between Diane Fournier and Thomas Achebe regarding GL 7450 entries, cash withdrawals from TGM's Regency International Bank account, and TGM budget variances. This will assist in determining the extent of Ms. Fournier's awareness of and engagement with the financial anomalies identified in TGM's records.
3. Consolidation Working Papers — FY2019–FY2024. Review Ms. Fournier's consolidation working papers for fiscal years 2019 through 2024 for any notations, comments, queries, or follow-up items related to Crestfield invoices, GL 7450 entries, or other anomalies in TGH or TGM financial data. The presence or absence of such notations will be relevant to assessing the adequacy of Ms. Fournier's review and the extent of her constructive knowledge.
4. Cross-Reference with Achebe Interview. Cross-reference Ms. Fournier's testimony regarding DOA Policy compliance, invoice approval procedures, and GL 7450 entries with the testimony of Thomas Achebe, Finance Director, TGM. Mr. Achebe's interview is scheduled for April 28, 2025, as part of the second wave of witness interviews, to be conducted by video conference from the Republic of Ganara.
5. Clarendon Group LLP Audit Workpapers. Follow up with Clarendon Group LLP to obtain the audit workpapers for the FY2019 through FY2023 audit cycles. Determine whether Crestfield invoices or GL 7450 entries were sampled for detailed audit testing during any of these audit cycles, and if so, what conclusions, if any, the audit team reached. This will be relevant to both the assessment of Ms. Fournier's testimony and the potential exposure of Clarendon under applicable auditing standards.
6. Pinnacle Forensic Advisory — Detailed Reconciliation. Request that Pinnacle Forensic Advisory LLC, under the direction of Dr. Leonard Strauss, prepare a detailed year-by-year reconciliation of Crestfield's contractual entitlements (retainer, success fees, and expense reimbursements) against actual payments made, incorporating Ms. Fournier's testimony regarding the absence of any contract amendment authorizing payments above the original contractual limits. This reconciliation should identify, for each invoice, the category of payment (retainer, success fee, or expense reimbursement) and whether the amount is within or exceeds the applicable contractual cap.
7. Cross-Reference with Berenson Interview Memorandum. Coordinate with the memorandum of Nadia Berenson's witness interview (conducted April 7, 2025) to cross-check accounts of the September 2024 preliminary review, the escalation of the whistleblower complaint, and Ms. Fournier's involvement in the initial document gathering process. Any material inconsistencies between the two accounts should be identified and explored in potential follow-up interviews.
XV. Distribution
This memorandum constitutes privileged attorney work product prepared in anticipation of litigation and at the direction of counsel in connection with Calderwood & Harkness LLP's representation of Torchlight Mining Corp. in the above-referenced FCPA investigation. The memorandum reflects the mental impressions, conclusions, opinions, and legal theories of counsel.
Distribution of this memorandum is strictly limited to the following members of the Calderwood & Harkness LLP engagement team:
• Conrad Ashby, Responsible Partner
• Victoria Chambers, Senior Counsel
• Steven Hollander, Lead Associate
• Jasmine Thornton, Working Associate
This memorandum is not to be shared with the witness (Diane Fournier), other employees or officers of Torchlight Mining Corp., or any third party without the prior written approval of the Responsible Partner. Any unauthorized disclosure of this memorandum may result in a waiver of the attorney-client privilege and/or the work product protection.
Prepared by:
________________________________________
Steven Hollander Lead Associate Calderwood & Harkness LLP
________________________________________
Jasmine Thornton Working Associate Calderwood & Harkness LLP
Calderwood & Harkness LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019
Category | Contractual Basis | Maximum Amount
Monthly Retainer | $15,000/month × 66 months (April 2019 – October 2024) | $990,000
Success Fees | $100,000/permit × 5 permits obtained | $500,000
Quarterly Expense Reimbursement | $25,000/quarter × 22 quarters (approx.) | $550,000
Total Contractual Maximum | $2,040,000
Category | Amount
Total Actual Payments to Crestfield (24 invoices, 2019–October 2024) | $3,210,000
Contractual Maximum | $2,040,000
Overage | $1,170,000
Permit/Approval | Reference Number | Issuance Date
Kousseri Mining License | KCC-2019-0047 | September 14, 2019
Kousseri Environmental Approval | ENV-KCC-2020-113 | March 27, 2020
Dembélé Exploration License | DRE-2021-0092 | July 8, 2021
Dembélé Mining License Upgrade | DRE-M-2023-0018 | February 14, 2023
Kousseri Expansion Permit | KCC-2019-0047-A1 | April 3, 2024

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

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