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; Jasmine Thornton, Working Associate

DATE: April 29, 2025

RE: Witness Interview — Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A.

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

I. Interview Summary and Logistics

On April 29, 2025, Steven Hollander and Jasmine Thornton of Calderwood & Harkness LLP conducted a witness interview of Kwame Mensah in connection with the internal investigation being conducted at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. ("Torchlight" or the "Company"). This interview was part of the second wave of witness interviews focused on Ganara-based witnesses. The key logistics and details of the interview are set forth below.

Witness: Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A. ("TGM")

Citizenship: Republic of Ganara

Age: 36

Employment Status: Current employee of TGM. Mensah was hired in March 2020 and remains employed in his capacity as Procurement Manager. He is based at TGM's principal offices located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara.

Date of Interview: April 29, 2025

Format: The interview was conducted via videoconference. Mensah appeared from TGM's offices in Libreville, Republic of Ganara. The interviewers participated from Calderwood & Harkness's New York office.

Interviewers: Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate), Calderwood & Harkness LLP

Duration: Approximately 2 hours and 45 minutes, inclusive of a brief break at approximately the midpoint of the interview.

Counsel Present on Behalf of Witness: None. Mensah appeared in his capacity as a current employee of TGM and was not separately represented by counsel. As discussed further below in Section II, Mensah was advised of his right to retain separate counsel at his own expense and declined to do so at this time.

Note-Taker: Jasmine Thornton

Documents Referenced During Interview: During the course of the interview, the interviewers referenced or displayed the following categories of documents to the witness: (i) select invoices from Crestfield Advisory Partners Ltd. ("Crestfield"); (ii) TGM procurement records, including purchase requisition forms; (iii) general ledger entries from GL account 7200 ("Entertainment and Hospitality") and GL account 7310 ("Travel — Third Party"); (iv) vehicle purchase documentation, including dealership invoices and delivery records; and (v) select email communications between Mensah and Raymond Osei-Bonsu, the former Country Manager of TGM.

II. Upjohn Warnings

At the commencement of the interview, Steven Hollander delivered the standard Upjohn warnings (sometimes referred to as "corporate Miranda" warnings) to Kwame Mensah, in accordance with Calderwood & Harkness's Witness Interview Protocol. The warnings were delivered orally in English, which is Mensah's working language at TGM. Hollander proceeded through each element of the warning separately and paused after each to confirm Mensah's understanding.

Specifically, Mensah was advised of the following:

1. Calderwood & Harkness LLP represents Torchlight Mining Corp. and its subsidiaries, including TGM. Calderwood & Harkness does not represent Mensah individually, and no attorney-client relationship exists between Mensah and Calderwood & Harkness.

2. The purpose of the interview is to gather facts in connection with an internal investigation being conducted at the direction of the Audit Committee of Torchlight's Board of Directors. The investigation concerns certain payments and transactions involving TGM and its operations in the Republic of Ganara.

3. The interview and the communications made during it are protected by the attorney-client privilege. However, the privilege belongs to Torchlight Mining Corp. as the client, and not to Mensah personally.

4. Torchlight Mining Corp. may, in its sole discretion, choose to waive the attorney-client privilege in the future, including by disclosing the substance of this interview to government authorities such as the U.S. Department of Justice, the U.S. Securities and Exchange Commission, or other regulatory or law enforcement bodies.

5. Mensah should not discuss the substance of the interview, the questions asked, or his responses with other employees of TGM or Torchlight, or with any third parties outside of Calderwood & Harkness.

6. Mensah is expected to provide truthful and complete responses to all questions posed during the interview.

Mensah confirmed that he understood each of these points. He stated affirmatively that he was willing to proceed with the interview on these terms and that he had no questions regarding the warnings.

In addition, Mensah was informed that he had the right to retain separate legal counsel at his own expense, and that he could consult with such counsel before or during the interview if he so chose. Mensah stated that he did not believe that retaining separate counsel was necessary at this time. He acknowledged that this decision was his to make and that he could revisit it at any point in the future.

The Upjohn warnings were completed and acknowledged before any substantive questioning commenced.

III. Background and Role

A. Professional Background

Mensah stated that he joined TGM in March 2020 as Procurement Manager, a position he has held continuously since that date. Prior to joining TGM, Mensah indicated that he had approximately eight years of procurement and supply chain experience in the mining and natural resources sectors in West and Central Africa, though the interviewers did not explore his prior employment in detail during this session.

In his role as Procurement Manager, Mensah reports functionally to the Finance Director, Thomas Achebe. From an operational standpoint, Mensah reported to the Country Manager, Raymond Osei-Bonsu, from the time Mensah joined TGM in March 2020 until Osei-Bonsu's termination on January 8, 2025. Since Osei-Bonsu's departure, Mensah stated that he has reported operationally to Achebe on an interim basis pending the appointment of a new Country Manager.

Mensah's core responsibilities include sourcing and purchasing equipment, supplies, vehicles, and services necessary for TGM's mining operations. TGM's primary operational sites are the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project, both located in the Republic of Ganara. Mensah explained that procurement needs for these operations encompass heavy mining equipment, drilling supplies, vehicles for personnel transport and site operations, fuel, safety equipment, and a wide range of contracted services including maintenance, construction, and logistics.

Mensah stated that as of approximately December 2024, TGM employed approximately 2,400 local workers and approximately 85 expatriate staff across its operations in Ganara. The procurement function serves all of these operations. Mensah oversees a procurement team of approximately six staff members, including procurement officers and administrative personnel who assist with vendor management, purchase order processing, and inventory tracking.

B. Familiarity with Key Individuals

The interviewers asked Mensah about his familiarity with and interactions with several individuals who are relevant to the investigation. Mensah's responses are summarized below.

Raymond Osei-Bonsu (former Country Manager, TGM). Mensah stated that he worked closely with Osei-Bonsu on a near-daily basis throughout the entirety of Mensah's employment at TGM, from March 2020 through Osei-Bonsu's termination in January 2025. Mensah described Osei-Bonsu as deeply involved in procurement decisions, particularly those involving significant expenditures or any interaction with government officials or community stakeholders. Mensah stated that Osei-Bonsu was the individual who most frequently initiated or directed procurement requests outside of routine operational needs.

Marcus Delacroix (former VP, Africa Operations, Torchlight Mining Corp.). Mensah stated that he had limited direct contact with Delacroix. According to Mensah, Delacroix would visit Ganara approximately three to four times per year, typically for operational reviews and meetings with senior TGM management. Mensah stated that during these visits, Delacroix would typically interface directly with Osei-Bonsu rather than with procurement staff. Mensah could not recall any specific instance in which Delacroix gave him a direct instruction regarding a procurement matter, though he acknowledged that Delacroix may have communicated with Osei-Bonsu regarding procurement decisions that were then relayed to Mensah.

Jean-Philippe Renard and Crestfield Advisory Partners Ltd. Mensah stated that he was not familiar with Jean-Philippe Renard in a personal or professional capacity and had never communicated with him directly. With respect to Crestfield Advisory Partners Ltd., Mensah stated that he understood Crestfield to be a "government relations consultant" retained by Torchlight or TGM, but he stated that he had no role in Crestfield's engagement, the negotiation or execution of any agreement with Crestfield, or the processing of invoices submitted by Crestfield. Mensah stated that Crestfield-related matters were handled by Osei-Bonsu and, to Mensah's understanding, by individuals at the corporate level.

Government Officials. Mensah confirmed that he was familiar with the following government officials through his role at TGM:

• Hon. Boubacar Diallo, former Minister of Mines for the Republic of Ganara. Mensah stated he was aware of Diallo through TGM's licensing and permitting activities but had no direct personal relationship with the Minister.

• Amadou Traoré, Director of Environmental Permitting. Mensah stated he was aware of Traoré and his office in connection with TGM's environmental compliance obligations and permitting requirements. Mensah had limited direct interaction with Traoré but was aware that TGM had dealings with his directorate.

• Col. Ibrahim Konaté, Regional Prefect, Kousseri Province. Mensah stated he was most familiar with Col. Konaté among the government officials, as TGM procurement occasionally involved interactions at the local level in Kousseri Province where Col. Konaté exercised authority. As discussed in greater detail in Section IV below, Mensah was directly involved in procurement transactions that benefited Col. Konaté.

IV. Vehicle Purchases and In-Kind Benefits

A. Overview of Vehicle Procurement

Mensah provided an overview of TGM's standard vehicle procurement process. He explained that vehicle purchases follow the same general procurement workflow applicable to other purchases (discussed in greater detail in Section V below), with purchase requisitions initiated by department heads or senior management. For vehicles, the requisition identifies the type of vehicle needed, the intended use, and the requesting department. The Country Manager (Osei-Bonsu, during the relevant period) was required to approve all vehicle purchases, and the Finance Director (Achebe) was required to countersign for expenditures exceeding approximately $20,000, which encompassed virtually all vehicle purchases. Vehicles were typically sourced from authorized dealerships located in Libreville.

Mensah stated that between 2020 and 2024—the period of his employment at TGM—he processed approximately 30 to 35 vehicle purchases for TGM operational use. These included fleet vehicles for mine-site transportation, utility trucks, and other vehicles necessary for TGM's mining operations at both the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project. Mensah characterized the majority of these purchases as routine and well-documented, with clear operational justifications.

However, Mensah identified a subset of vehicle purchases that he understood were not intended for TGM operational use but were instead directed to government officials. These purchases are discussed in detail below.

B. Vehicles Provided to Col. Ibrahim Konaté

Mensah identified three specific vehicle purchases that he understood were directed to Col. Ibrahim Konaté, the Regional Prefect of Kousseri Province. Mensah was directly involved in processing each of these purchases in his capacity as Procurement Manager. The details of each transaction, as recounted by Mensah, are as follows:

1. 2020 — Northpoint Enterprises Land Cruiser (approximately $68,000). Mensah stated that in approximately July 2020, Osei-Bonsu directed him to procure a Northpoint Enterprises Land Cruiser. The purchase requisition was initiated by Osei-Bonsu and bore the notation "community relations — Kousseri Prefecture." Mensah stated that the vehicle cost approximately $68,000. Mensah stated that he questioned the notation at the time because it was unusual for a single vehicle to be designated for "community relations"—such expenditures were typically smaller in scale and involved items like community event sponsorships or local infrastructure contributions. Mensah stated that when he raised this question, Osei-Bonsu told him the vehicle was "a gift to maintain good relations with the Prefect" and instructed him to process the purchase. Mensah stated that he complied with the instruction.

2. 2022 — Northpoint Enterprises Hilux Pickup Truck (approximately $45,000). Mensah stated that in approximately March 2022, Osei-Bonsu directed him to purchase a Northpoint Enterprises Hilux pickup truck at a cost of approximately $45,000. The purchase requisition bore a similar notation: "community development — Kousseri." Osei-Bonsu again directed the purchase and indicated it was intended for Col. Konaté. Mensah stated that Osei-Bonsu did not provide a detailed explanation for this purchase beyond characterizing it as a community development expenditure.

3. 2023 — Mitsubishi Pajero (approximately $52,000). Mensah stated that in approximately September 2023, Osei-Bonsu directed him to purchase a Mitsubishi Pajero at a cost of approximately $52,000. Osei-Bonsu stated that this vehicle was "a replacement vehicle for the Prefect's office." Mensah understood this to mean that the vehicle was intended to replace an earlier vehicle that had been provided to Col. Konaté, though Mensah did not inquire further about the circumstances necessitating the replacement.

The total cost of the three vehicles directed to Col. Konaté, as identified by Mensah, was approximately $165,000.

Mensah stated that, to his knowledge, all three vehicles were delivered directly to Col. Konaté—either to his personal residence or to the prefectoral offices in Kousseri. Mensah stated that none of the three vehicles were delivered to TGM facilities, and none were registered in TGM's name or added to TGM's fleet inventory. Mensah stated that he was not present at the deliveries but received confirmation from the dealerships or from Osei-Bonsu that the vehicles had been delivered to the designated locations.

When asked about gift approval documentation, Mensah stated that no formal gift approval forms were completed for any of these three vehicle purchases. Mensah stated that he was not aware of any Torchlight policy requiring such forms for gifts to government officials at the time the purchases were made. Mensah acknowledged, however, that the amounts involved seemed "high for gifts" and stated that this contributed to his discomfort, which is discussed further in Section VI below.

C. Other In-Kind Benefits — Vehicles for Other Officials

In addition to the three vehicles directed to Col. Konaté, Mensah recalled processing at least two additional vehicle purchases that Osei-Bonsu indicated were intended for government officials. Mensah was less certain of the details of these transactions and could not recall the specific recipients. His recollection of these purchases is as follows:

1. 2021 — SUV (make and model not recalled, approximately $55,000). Mensah recalled processing a purchase for an SUV in approximately 2021 at a cost of approximately $55,000. The procurement paperwork bore the notation "stakeholder engagement — Ministry." Mensah stated that Osei-Bonsu initiated the requisition and indicated the vehicle was for a government official, but Mensah could not recall whether Osei-Bonsu identified the specific recipient. Mensah did not recall the make or model of the vehicle.

2. 2023 — Sedan (approximately $38,000). Mensah recalled processing a purchase for a sedan in approximately 2023 at a cost of approximately $38,000. The procurement notation read "protocol vehicle — environmental directorate." Mensah speculated that this vehicle may have been intended for someone in the office of Amadou Traoré, the Director of Environmental Permitting, based on the reference to the "environmental directorate," but Mensah stated he had no direct knowledge of the ultimate recipient and did not wish to speculate beyond what the paperwork reflected.

The total cost of these two additional vehicles directed to government officials, as identified by Mensah, was approximately $93,000.

D. Travel and Hospitality Benefits

Beyond vehicle purchases, Mensah stated that Osei-Bonsu occasionally directed him to arrange travel and hospitality for government officials using TGM resources. Mensah described the following categories of travel and hospitality benefits:

Airline Tickets. Mensah stated that on at least three occasions between 2021 and 2023, Osei-Bonsu directed him to arrange business-class airline tickets for Col. Konaté and members of Konaté's family to travel to Paris and Dubai. Mensah stated that he processed these bookings through TGM's corporate travel account. Mensah estimated the total cost of these airline tickets at approximately $45,000 to $60,000 over the relevant period. Mensah stated that the bookings were for personal travel by Konaté and his family members and were not connected to any TGM business activity or event.

Hotel Accommodations. Mensah stated that he also arranged hotel accommodations in Libreville for government officials attending events hosted or co-sponsored by TGM. These accommodations were booked through TGM's corporate accounts with local hotels. Mensah estimated the total cost of such accommodations at approximately $15,000 to $25,000 over the 2020–2024 period. Mensah stated that these bookings were more varied in nature than the airline tickets, and some may have had a legitimate business nexus, though he was not certain.

GL Coding. Mensah stated that the travel and hospitality expenditures described above were coded under GL account 7200 ("Entertainment and Hospitality") or GL account 7310 ("Travel — Third Party"). Mensah stated that Osei-Bonsu or the finance team determined the coding for these entries and that Mensah generally followed their instructions regarding account classification.

Mensah's Objection. Mensah stated that he raised concerns with Osei-Bonsu about booking personal travel for government officials on at least one occasion, which he placed at approximately mid-2022. Mensah recalled telling Osei-Bonsu that he was uncomfortable arranging personal travel for Col. Konaté's family members using TGM funds. According to Mensah, Osei-Bonsu responded that it was "standard practice in Ganara" and was "part of maintaining the relationship" with the Prefect. Mensah stated that Osei-Bonsu's response effectively ended the conversation and that Mensah did not escalate his concern further. This issue is discussed in greater detail in Section VI.C below.

E. Summary of In-Kind Benefits Known to Mensah

Based on the information provided during the interview, Mensah's testimony accounts for the following approximate amounts of in-kind benefits provided to government officials:

It should be noted that this subtotal does not account for the full $630,000 in suspected in-kind benefits identified in the forensic accounting review conducted by Calderwood & Harkness and the forensic accounting team. The forensic review identified $630,000 in potentially improper in-kind benefits booked across GL accounts 7200 and 7310 during the period under investigation. The gap between Mensah's knowledge (approximately $318,000–$343,000) and the $630,000 total may reflect: (i) purchases or benefits processed outside Mensah's direct involvement; (ii) benefits arranged during periods before Mensah's employment at TGM (i.e., before March 2020); (iii) transactions for which Mensah was not the processing procurement officer; or (iv) benefits arranged through channels other than the procurement function (e.g., directly by Osei-Bonsu or Achebe). Further investigation will be needed to identify and account for the remaining amounts.

V. TGM Procurement Procedures and Controls

A. Standard Procurement Process

Mensah described TGM's standard procurement workflow in detail. He explained that the process is governed by a local procurement policy maintained at the TGM level. The workflow, as described by Mensah, consists of the following steps:

1. Purchase Requisition. A purchase requisition form is submitted by the requesting department or individual. The requisition identifies the goods or services to be procured, the estimated cost, the intended use, the requested delivery date, and the budget line or GL account to which the expenditure should be charged.

2. Approval Thresholds. The requisition is routed for approval based on the estimated cost of the purchase, as follows:

• For purchases under $20,000: Approval by the relevant department head is sufficient.

• For purchases between $20,000 and $50,000: Approval by the Country Manager (Osei-Bonsu, during the relevant period) is required.

• For purchases above $50,000: Dual approval is required from both the Country Manager and the Finance Director (Thomas Achebe).

3. Competitive Bidding. For purchases exceeding $30,000, TGM's procurement policy requires competitive bidding, defined as a minimum of three quotations from qualified vendors or suppliers.

4. Purchase Order. Following approval, the procurement team issues a purchase order to the selected vendor.

5. Receipt and Verification. Upon delivery, the goods or services are inspected and verified against the purchase order specifications.

6. Payment. Payment is processed through TGM's finance department based on vendor invoices and verified receipt documentation.

Mensah stated that this workflow was generally followed for routine operational procurement. However, as discussed below, Mensah identified several instances in which elements of the process—particularly the competitive bidding requirement—were bypassed at Osei-Bonsu's instruction.

B. Delegation of Authority Compliance Issues

Mensah confirmed that for the three vehicles directed to Col. Konaté, totaling approximately $165,000, purchase requisitions were prepared and bore Osei-Bonsu's signature as the approving Country Manager. However, under TGM's procurement policy, the $68,000 Northpoint Enterprises Land Cruiser (2020) and the $52,000 Mitsubishi Pajero (2023) each exceeded the $50,000 threshold and therefore should have required dual approval—i.e., both Osei-Bonsu's signature and Achebe's countersignature.

Mensah stated that he believed Achebe had signed the purchase requisition for the 2020 Land Cruiser, but he was less certain about whether Achebe's signature appeared on the 2023 Pajero requisition. Mensah stated that he would need to review the procurement files to confirm Achebe's involvement in each transaction and agreed to do so as part of the document production discussed in Section VIII below.

The $45,000 Northpoint Enterprises Hilux (2022) fell below the $50,000 dual-approval threshold and thus required only Osei-Bonsu's approval under TGM's local policy.

Mensah stated that he was not aware of Torchlight Mining Corp.'s global Delegation of Authority Policy, which is maintained at the corporate parent level and imposes additional approval requirements for certain categories of expenditures, including gifts and hospitality to government officials. Mensah stated that he was only familiar with TGM's local procurement policy, which he understood Osei-Bonsu had authority to set and administer in his capacity as Country Manager. This is a significant finding, as it suggests that TGM's local procurement controls may not have been integrated with or informed by Torchlight's global compliance framework.

C. GL Coding Practices

Mensah provided information regarding the general ledger coding of procurement transactions, particularly those involving government officials. Mensah stated that Osei-Bonsu would sometimes instruct him on how specific purchases should be coded in TGM's financial records. This was particularly the case for transactions involving government officials, where Osei-Bonsu appeared to exercise direct control over the categorization of expenditures.

Mensah stated that vehicles purchased for government officials were typically coded under GL account 7200 ("Entertainment and Hospitality") or, on occasion, under a general operational GL code. Mensah stated that there was no specific GL category designated for "gifts to government officials" in TGM's chart of accounts, and that the use of GL 7200 was the default category applied to such expenditures.

With respect to cash withdrawals, Mensah stated that he was not involved in the coding or processing of cash disbursements booked under GL account 7450 ("Community Relations Expenses"). Mensah stated that cash withdrawals and disbursements were handled by the Finance Director, Thomas Achebe, or by Osei-Bonsu directly. Mensah stated that procurement staff were not involved in the cash management process.

Notably, Mensah stated that he was unaware of the $890,000 in cash withdrawals coded under GL 7450 until the interviewers informed him of this amount during the course of the interview. Mensah appeared visibly surprised by this figure. He stated that he had no knowledge of any cash withdrawals of that magnitude and had not been asked to participate in or support any such disbursements. This is consistent with the emerging picture from the investigation that cash withdrawals under GL 7450 were managed directly by Osei-Bonsu and possibly Achebe, outside the standard procurement channel.

VI. Interactions with Raymond Osei-Bonsu

A. General Working Relationship

Mensah described his working relationship with Raymond Osei-Bonsu in considerable detail. Mensah characterized Osei-Bonsu as "hands-on" and "directive" in his management style, particularly with respect to any procurement or expenditure involving government officials or community relations matters. Mensah stated that Osei-Bonsu took a personal interest in these categories of spending and typically provided specific instructions regarding what was to be purchased, for whom, and how the expenditure was to be documented and coded.

Mensah stated that Osei-Bonsu maintained close personal relationships with several Ganaran government officials, particularly Col. Ibrahim Konaté, the Regional Prefect of Kousseri Province, and individuals at the Ministry of Mines. Mensah observed that Osei-Bonsu appeared to view these relationships as essential to TGM's ability to operate in Ganara. Mensah recalled that Osei-Bonsu often emphasized the importance of "keeping the officials happy" to ensure smooth operations, avoid regulatory interference, and facilitate permit renewals for TGM's mining concessions.

Mensah stated that he did not have reason to question Osei-Bonsu's authority to direct these expenditures, as Osei-Bonsu was the Country Manager and the most senior TGM official in Ganara. Mensah acknowledged, however, that some of Osei-Bonsu's requests caused him personal discomfort, as discussed further below.

B. Specific Instructions from Osei-Bonsu

Mensah recalled several specific instances where Osei-Bonsu gave him direct procurement-related instructions concerning benefits for government officials. Mensah's recollection of Osei-Bonsu's statements is summarized as follows:

1. July 2020 — Land Cruiser for Col. Konaté. Osei-Bonsu instructed Mensah to "find a good Land Cruiser" for delivery to Col. Konaté. Osei-Bonsu stated, in words to the effect of: "The Prefect has been very helpful with the Kousseri license and we need to show appreciation." Mensah understood this to mean that the vehicle was being provided to Col. Konaté as a reward or expression of gratitude for the Prefect's role in facilitating TGM's mining license in Kousseri Province.

2. March 2022 — Hilux for Col. Konaté. Osei-Bonsu directed Mensah to purchase the Northpoint Enterprises Hilux for Konaté, describing the purchase as "part of our community development commitment." Mensah stated that this characterization did not align with his understanding of community development, which typically involved infrastructure projects or contributions to local communities rather than the provision of personal vehicles to individual officials.

3. September 2023 — Pajero for Col. Konaté. Osei-Bonsu instructed Mensah to purchase the Mitsubishi Pajero and specifically told Mensah not to seek competitive bids. Osei-Bonsu stated: "Just get it from the usual dealer, we don't have time for three quotes." Mensah understood this as a direction to bypass TGM's competitive bidding requirement for purchases exceeding $30,000.

4. December 2022 — Airline Tickets for Konaté's Family. Osei-Bonsu instructed Mensah to book business-class flights for Col. Konaté's family members to travel to Dubai. Osei-Bonsu described the booking as a "year-end goodwill gesture." Mensah stated that this was one of the transactions that caused him the greatest personal discomfort, as it involved personal travel for the family of a government official with no apparent connection to TGM's business activities.

Mensah stated that all of the above instructions were communicated to him verbally by Osei-Bonsu, either in person at TGM's offices in Libreville or by telephone. Mensah stated that he did not receive any written communications from Marcus Delacroix regarding any of these purchases or benefits. All instructions came directly and exclusively from Osei-Bonsu.

C. Mensah's Awareness of Broader Scheme

The interviewers questioned Mensah regarding his knowledge of, or involvement in, the broader pattern of suspected improper payments identified in the investigation. Mensah's responses on these topics are summarized below.

Crestfield Advisory Partners Ltd. Mensah stated that he was not aware of payments being made through Crestfield Advisory Partners Ltd. to government officials. He stated that he had no knowledge of the Government Relations Advisory Agreement between Torchlight Ganara Holdings S.à r.l. ("TGH") and Crestfield, dated April 12, 2019. Mensah stated that he did not know Jean-Philippe Renard personally and had never communicated with Renard by any means.

Aggregate Value of Benefits. Mensah stated that he was not aware that the aggregate value of benefits provided to government officials could total in the hundreds of thousands of dollars, let alone the $4.73 million in total suspected improper payments identified in the investigation. Mensah characterized each individual transaction that he processed as a "one-off" request from Osei-Bonsu. Mensah stated that he did not track the cumulative value of benefits directed to government officials and did not have visibility into transactions processed outside the procurement function or at the corporate level.

Personal discomfort. Mensah stated that he had "some discomfort" about the vehicle gifts and the travel bookings for government officials. However, Mensah stated that he assumed these practices were "normal for the mining industry in Ganara" based on Osei-Bonsu's repeated assurances. Mensah stated that he did not have prior experience working for an FCPA-regulated company and was not familiar with the specific requirements of U.S. anti-bribery law. Mensah stated that his discomfort was based on his own sense that the amounts were unusually large, but he deferred to Osei-Bonsu's judgment as the Country Manager and the most senior official on the ground in Ganara.

VII. Knowledge of Compliance Program and Training

Mensah was asked about his knowledge of Torchlight's compliance program, including anti-corruption training and reporting mechanisms. His responses are summarized below.

Anti-Corruption Training. Mensah stated that he recalled attending one anti-corruption training session during his tenure at TGM. He believes this training occurred in late 2021 or early 2022. The training was conducted via video from Torchlight's headquarters in Toronto and was attended by a number of TGM employees. Mensah described the training as "general" in nature. He stated that it covered topics including Torchlight's Code of Conduct, the importance of ethical business practices, and the prohibition on bribing government officials. However, Mensah stated that he did not recall any specific discussion of the U.S. Foreign Corrupt Practices Act ("FCPA") or Canada's Corruption of Foreign Public Officials Act ("CFPOA") during the training. Mensah could not recall whether the training addressed specific scenarios such as the provision of gifts or vehicles to government officials, nor could he recall whether the training discussed approval requirements for such benefits.

Ethics Hotline. Mensah stated that he was aware of the existence of the Torchlight ethics hotline, which is operated by Sentinel Compliance Solutions Inc., an independent third-party provider. Mensah stated that he had seen posters or notices referencing the hotline at TGM's offices. However, Mensah stated that he had never used the hotline and had never made a report through it.

Failure to Escalate. Mensah stated that he did not report his concerns about the vehicle purchases or the travel bookings for government officials to anyone other than Osei-Bonsu. As noted in Section VI.B above, Mensah raised his concerns with Osei-Bonsu on at least one occasion (approximately mid-2022), but Osei-Bonsu dismissed those concerns. Mensah stated that he did not know how to escalate concerns outside of the local chain of command at TGM. He was not aware of any formal process for reporting compliance concerns to Torchlight's corporate headquarters, the General Counsel's office, or the Audit Committee, apart from the ethics hotline, which he did not use.

Whistleblower Complaint. Mensah was asked whether he was aware of the whistleblower complaint filed on August 19, 2024 (Report ID SCH-2024-08-4417), which was the initial catalyst for the internal investigation. Mensah stated that he was not aware of the complaint and had not learned of its existence until the investigation commenced. Mensah confirmed that he was not the individual who filed the complaint.

VIII. Document Requests and Follow-Up Items

At the conclusion of the interview, the interviewers discussed with Mensah several categories of documents that would be relevant to the investigation and that Mensah, in his role as Procurement Manager, would be in a position to locate and produce. Mensah was cooperative and agreed to make reasonable efforts to locate the following materials from TGM's procurement files:

1. Purchase requisition forms for the three vehicles directed to Col. Konaté: the 2020 Northpoint Enterprises Land Cruiser (approximately $68,000), the 2022 Northpoint Enterprises Hilux (approximately $45,000), and the 2023 Mitsubishi Pajero (approximately $52,000). Mensah was asked to ensure that copies include all approval signatures, including any countersignatures by Thomas Achebe.

2. Purchase requisitions for the two additional vehicles identified as directed to other government officials: the 2021 SUV (approximately $55,000) and the 2023 sedan (approximately $38,000). Again, all approval signatures should be included.

3. Delivery receipts or transfer documentation for all five vehicles referenced above, to the extent such documentation is available in TGM's records. This includes any delivery confirmations, transfer of title documentation, or other records reflecting the ultimate disposition of the vehicles.

4. TGM corporate travel booking records reflecting airline tickets and hotel accommodations arranged for government officials during the 2020–2024 period. This includes booking confirmations, itineraries, receipts, and any associated internal approvals or authorizations.

5. Written communications (emails) between Mensah and Osei-Bonsu regarding procurement for government officials, including but not limited to communications referencing Col. Konaté, the Ministry of Mines, the environmental directorate, or any other government body or official.

Mensah stated that procurement records are maintained both in hard copy at TGM's offices in Libreville and electronically in TGM's procurement management system. Mensah indicated that he would coordinate with his procurement team to locate and compile the requested materials. The interviewers advised Mensah that the documents should be transmitted to Calderwood & Harkness through TGM's in-house legal team or through such other channel as may be designated by counsel.

The interviewers reminded Mensah of the litigation hold notice that was issued by Torchlight Mining Corp. on March 17, 2025. Mensah was reminded of his obligation to preserve all potentially relevant documents, including hard copy files, electronic records, emails, and any other materials that may relate to the matters under investigation. Mensah confirmed that he had received the litigation hold notice and understood his preservation obligations.

IX. Credibility Assessment and Observations

Based on the conduct and substance of the interview, the interviewers offer the following observations and preliminary credibility assessment.

Demeanor and Cooperation. Mensah appeared cooperative and forthcoming throughout the interview. He answered questions directly and without apparent hesitation. He did not appear evasive or attempt to minimize his involvement in the transactions discussed. When he was uncertain about specific details—such as the make and model of the 2021 SUV or whether Achebe's signature appeared on all requisitions—he acknowledged the limits of his recollection rather than guessing or providing potentially inaccurate information. Mensah volunteered certain details, such as his discomfort with the travel bookings and his conversation with Osei-Bonsu in mid-2022, without prompting.

Reaction to Investigation Scope. Mensah appeared genuinely surprised by the scale of the overall investigation and the total suspected improper payments of $4.73 million. His reaction to the $890,000 in cash withdrawals under GL 7450 appeared authentic; he appeared taken aback by the figure and stated repeatedly that he had no knowledge of cash disbursements of that magnitude. His surprise was consistent throughout the interview when confronted with information about activities outside the procurement function.

Consistency with Forensic Findings. Mensah's account is consistent with the forensic accounting findings regarding in-kind benefits booked under GL accounts 7200 and 7310. The specific vehicle transactions and travel expenditures he described align with entries identified in the general ledger review. However, Mensah's knowledge accounts for only a portion—approximately $318,000 to $343,000—of the $630,000 total in suspected in-kind benefits identified through forensic analysis. The remaining amounts will need to be investigated through additional witness interviews, document review, and forensic analysis.

Corroboration of Osei-Bonsu's Role. Mensah's testimony corroborates the emerging finding that Raymond Osei-Bonsu was the primary decision-maker directing the procurement of benefits for government officials at the TGM level. Mensah's account consistently identifies Osei-Bonsu as the individual who initiated, directed, and controlled these transactions. Mensah did not implicate any other individual—including Achebe or Delacroix—as having directly instructed him to make improper purchases, though the question of Achebe's knowledge and approval (via countersignature) remains open pending document review.

Follow-Up Interview. Mensah may require a follow-up interview after the document production discussed in Section VIII is complete and after further review of GL 7200 and GL 7310 entries to identify additional transactions that may fall within Mensah's knowledge or responsibility. It may also be necessary to revisit certain topics once additional witness interviews have been conducted, particularly interviews with Thomas Achebe and other TGM finance staff.

Separate Counsel Consideration. The interviewers recommend that the engagement team consider whether Mensah should be advised to retain separate counsel, depending on further developments in the investigation. At this time, based on the information available, Mensah's exposure appears limited to potential witness status rather than subject status. Mensah appears to have acted at Osei-Bonsu's direction and to have lacked independent knowledge of or participation in the broader payment scheme involving Crestfield. However, should additional evidence emerge suggesting that Mensah played a more active or knowing role in facilitating improper payments, or should government authorities seek to interview Mensah directly, the question of separate representation should be revisited promptly.

X. Privilege and Confidentiality Notice

This memorandum was prepared by attorneys at Calderwood & Harkness LLP at the direction of counsel and in anticipation of litigation and government investigation. It reflects the mental impressions, conclusions, opinions, and legal theories of counsel and contains factual information gathered during the course of a privileged internal investigation.

This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by authorized recipients in connection with the internal investigation and should be treated as strictly confidential.

Distribution of this memorandum is limited to the following individuals:

• Calderwood & Harkness Engagement Team: Conrad Ashby (Responsible Partner), Victoria Chambers (Senior Counsel), Steven Hollander (Lead Associate), and Jasmine Thornton (Working Associate).

• Authorized Client Representatives: Patricia Sung (General Counsel, Torchlight Mining Corp.), Dr. Eleanor Fiske (Chair, Audit Committee, Board of Directors, Torchlight Mining Corp.), and the other members of the Audit Committee as authorized by Dr. Fiske.

This memorandum shall not be disclosed to any third party—including other Torchlight employees, outside advisors not engaged in the investigation, or government authorities—without the prior written authorization of Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP, or Patricia Sung, General Counsel, Torchlight Mining Corp.

Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.

C&H Matter No. 1039-00005

Prepared by:

Steven Hollander Lead Associate Calderwood & Harkness LLP

Jasmine Thornton Working Associate Calderwood & Harkness LLP

Date: April 29, 2025

Category	Approximate Amount
Vehicles directed to Col. Konaté (3 vehicles)	$165,000
Vehicles directed to other officials (2 vehicles)	$93,000
Travel and hospitality (airline tickets and hotels)	$60,000–$85,000
Subtotal of in-kind benefits within Mensah's knowledge	$318,000–$343,000

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP
FROM: Steven Hollander, Lead Associate; Jasmine Thornton, Working Associate
DATE: April 29, 2025
RE: Witness Interview — Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A.
MATTER: Torchlight Mining Corp. FCPA Investigation (C&H Matter No. 1039-00005)
I. Interview Summary and Logistics
On April 29, 2025, Steven Hollander and Jasmine Thornton of Calderwood & Harkness LLP conducted a witness interview of Kwame Mensah in connection with the internal investigation being conducted at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. ("Torchlight" or the "Company"). This interview was part of the second wave of witness interviews focused on Ganara-based witnesses. The key logistics and details of the interview are set forth below.
Witness: Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A. ("TGM")
Citizenship: Republic of Ganara
Age: 36
Employment Status: Current employee of TGM. Mensah was hired in March 2020 and remains employed in his capacity as Procurement Manager. He is based at TGM's principal offices located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara.
Date of Interview: April 29, 2025
Format: The interview was conducted via videoconference. Mensah appeared from TGM's offices in Libreville, Republic of Ganara. The interviewers participated from Calderwood & Harkness's New York office.
Interviewers: Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate), Calderwood & Harkness LLP
Duration: Approximately 2 hours and 45 minutes, inclusive of a brief break at approximately the midpoint of the interview.
Counsel Present on Behalf of Witness: None. Mensah appeared in his capacity as a current employee of TGM and was not separately represented by counsel. As discussed further below in Section II, Mensah was advised of his right to retain separate counsel at his own expense and declined to do so at this time.
Note-Taker: Jasmine Thornton
Documents Referenced During Interview: During the course of the interview, the interviewers referenced or displayed the following categories of documents to the witness: (i) select invoices from Crestfield Advisory Partners Ltd. ("Crestfield"); (ii) TGM procurement records, including purchase requisition forms; (iii) general ledger entries from GL account 7200 ("Entertainment and Hospitality") and GL account 7310 ("Travel — Third Party"); (iv) vehicle purchase documentation, including dealership invoices and delivery records; and (v) select email communications between Mensah and Raymond Osei-Bonsu, the former Country Manager of TGM.
II. Upjohn Warnings
At the commencement of the interview, Steven Hollander delivered the standard Upjohn warnings (sometimes referred to as "corporate Miranda" warnings) to Kwame Mensah, in accordance with Calderwood & Harkness's Witness Interview Protocol. The warnings were delivered orally in English, which is Mensah's working language at TGM. Hollander proceeded through each element of the warning separately and paused after each to confirm Mensah's understanding.
Specifically, Mensah was advised of the following:
1.  Calderwood & Harkness LLP represents Torchlight Mining Corp. and its subsidiaries, including TGM. Calderwood & Harkness does not represent Mensah individually, and no attorney-client relationship exists between Mensah and Calderwood & Harkness.
2.  The purpose of the interview is to gather facts in connection with an internal investigation being conducted at the direction of the Audit Committee of Torchlight's Board of Directors. The investigation concerns certain payments and transactions involving TGM and its operations in the Republic of Ganara.
3.  The interview and the communications made during it are protected by the attorney-client privilege. However, the privilege belongs to Torchlight Mining Corp. as the client, and not to Mensah personally.
4.  Torchlight Mining Corp. may, in its sole discretion, choose to waive the attorney-client privilege in the future, including by disclosing the substance of this interview to government authorities such as the U.S. Department of Justice, the U.S. Securities and Exchange Commission, or other regulatory or law enforcement bodies.
5.  Mensah should not discuss the substance of the interview, the questions asked, or his responses with other employees of TGM or Torchlight, or with any third parties outside of Calderwood & Harkness.
6.  Mensah is expected to provide truthful and complete responses to all questions posed during the interview.
Mensah confirmed that he understood each of these points. He stated affirmatively that he was willing to proceed with the interview on these terms and that he had no questions regarding the warnings.
In addition, Mensah was informed that he had the right to retain separate legal counsel at his own expense, and that he could consult with such counsel before or during the interview if he so chose. Mensah stated that he did not believe that retaining separate counsel was necessary at this time. He acknowledged that this decision was his to make and that he could revisit it at any point in the future.
The Upjohn warnings were completed and acknowledged before any substantive questioning commenced.
III. Background and Role
A. Professional Background
Mensah stated that he joined TGM in March 2020 as Procurement Manager, a position he has held continuously since that date. Prior to joining TGM, Mensah indicated that he had approximately eight years of procurement and supply chain experience in the mining and natural resources sectors in West and Central Africa, though the interviewers did not explore his prior employment in detail during this session.
In his role as Procurement Manager, Mensah reports functionally to the Finance Director, Thomas Achebe. From an operational standpoint, Mensah reported to the Country Manager, Raymond Osei-Bonsu, from the time Mensah joined TGM in March 2020 until Osei-Bonsu's termination on January 8, 2025. Since Osei-Bonsu's departure, Mensah stated that he has reported operationally to Achebe on an interim basis pending the appointment of a new Country Manager.
Mensah's core responsibilities include sourcing and purchasing equipment, supplies, vehicles, and services necessary for TGM's mining operations. TGM's primary operational sites are the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project, both located in the Republic of Ganara. Mensah explained that procurement needs for these operations encompass heavy mining equipment, drilling supplies, vehicles for personnel transport and site operations, fuel, safety equipment, and a wide range of contracted services including maintenance, construction, and logistics.
Mensah stated that as of approximately December 2024, TGM employed approximately 2,400 local workers and approximately 85 expatriate staff across its operations in Ganara. The procurement function serves all of these operations. Mensah oversees a procurement team of approximately six staff members, including procurement officers and administrative personnel who assist with vendor management, purchase order processing, and inventory tracking.
B. Familiarity with Key Individuals
The interviewers asked Mensah about his familiarity with and interactions with several individuals who are relevant to the investigation. Mensah's responses are summarized below.
Raymond Osei-Bonsu (former Country Manager, TGM). Mensah stated that he worked closely with Osei-Bonsu on a near-daily basis throughout the entirety of Mensah's employment at TGM, from March 2020 through Osei-Bonsu's termination in January 2025. Mensah described Osei-Bonsu as deeply involved in procurement decisions, particularly those involving significant expenditures or any interaction with government officials or community stakeholders. Mensah stated that Osei-Bonsu was the individual who most frequently initiated or directed procurement requests outside of routine operational needs.
Marcus Delacroix (former VP, Africa Operations, Torchlight Mining Corp.). Mensah stated that he had limited direct contact with Delacroix. According to Mensah, Delacroix would visit Ganara approximately three to four times per year, typically for operational reviews and meetings with senior TGM management. Mensah stated that during these visits, Delacroix would typically interface directly with Osei-Bonsu rather than with procurement staff. Mensah could not recall any specific instance in which Delacroix gave him a direct instruction regarding a procurement matter, though he acknowledged that Delacroix may have communicated with Osei-Bonsu regarding procurement decisions that were then relayed to Mensah.
Jean-Philippe Renard and Crestfield Advisory Partners Ltd. Mensah stated that he was not familiar with Jean-Philippe Renard in a personal or professional capacity and had never communicated with him directly. With respect to Crestfield Advisory Partners Ltd., Mensah stated that he understood Crestfield to be a "government relations consultant" retained by Torchlight or TGM, but he stated that he had no role in Crestfield's engagement, the negotiation or execution of any agreement with Crestfield, or the processing of invoices submitted by Crestfield. Mensah stated that Crestfield-related matters were handled by Osei-Bonsu and, to Mensah's understanding, by individuals at the corporate level.
Government Officials. Mensah confirmed that he was familiar with the following government officials through his role at TGM:
•  Hon. Boubacar Diallo, former Minister of Mines for the Republic of Ganara. Mensah stated he was aware of Diallo through TGM's licensing and permitting activities but had no direct personal relationship with the Minister.
•  Amadou Traoré, Director of Environmental Permitting. Mensah stated he was aware of Traoré and his office in connection with TGM's environmental compliance obligations and permitting requirements. Mensah had limited direct interaction with Traoré but was aware that TGM had dealings with his directorate.
•  Col. Ibrahim Konaté, Regional Prefect, Kousseri Province. Mensah stated he was most familiar with Col. Konaté among the government officials, as TGM procurement occasionally involved interactions at the local level in Kousseri Province where Col. Konaté exercised authority. As discussed in greater detail in Section IV below, Mensah was directly involved in procurement transactions that benefited Col. Konaté.
IV. Vehicle Purchases and In-Kind Benefits
A. Overview of Vehicle Procurement
Mensah provided an overview of TGM's standard vehicle procurement process. He explained that vehicle purchases follow the same general procurement workflow applicable to other purchases (discussed in greater detail in Section V below), with purchase requisitions initiated by department heads or senior management. For vehicles, the requisition identifies the type of vehicle needed, the intended use, and the requesting department. The Country Manager (Osei-Bonsu, during the relevant period) was required to approve all vehicle purchases, and the Finance Director (Achebe) was required to countersign for expenditures exceeding approximately $20,000, which encompassed virtually all vehicle purchases. Vehicles were typically sourced from authorized dealerships located in Libreville.
Mensah stated that between 2020 and 2024—the period of his employment at TGM—he processed approximately 30 to 35 vehicle purchases for TGM operational use. These included fleet vehicles for mine-site transportation, utility trucks, and other vehicles necessary for TGM's mining operations at both the Kousseri Copper-Cobalt Complex and the Dembélé Rare Earths Project. Mensah characterized the majority of these purchases as routine and well-documented, with clear operational justifications.
However, Mensah identified a subset of vehicle purchases that he understood were not intended for TGM operational use but were instead directed to government officials. These purchases are discussed in detail below.
B. Vehicles Provided to Col. Ibrahim Konaté
Mensah identified three specific vehicle purchases that he understood were directed to Col. Ibrahim Konaté, the Regional Prefect of Kousseri Province. Mensah was directly involved in processing each of these purchases in his capacity as Procurement Manager. The details of each transaction, as recounted by Mensah, are as follows:
1. 2020 — Northpoint Enterprises Land Cruiser (approximately $68,000). Mensah stated that in approximately July 2020, Osei-Bonsu directed him to procure a Northpoint Enterprises Land Cruiser. The purchase requisition was initiated by Osei-Bonsu and bore the notation "community relations — Kousseri Prefecture." Mensah stated that the vehicle cost approximately $68,000. Mensah stated that he questioned the notation at the time because it was unusual for a single vehicle to be designated for "community relations"—such expenditures were typically smaller in scale and involved items like community event sponsorships or local infrastructure contributions. Mensah stated that when he raised this question, Osei-Bonsu told him the vehicle was "a gift to maintain good relations with the Prefect" and instructed him to process the purchase. Mensah stated that he complied with the instruction.
2. 2022 — Northpoint Enterprises Hilux Pickup Truck (approximately $45,000). Mensah stated that in approximately March 2022, Osei-Bonsu directed him to purchase a Northpoint Enterprises Hilux pickup truck at a cost of approximately $45,000. The purchase requisition bore a similar notation: "community development — Kousseri." Osei-Bonsu again directed the purchase and indicated it was intended for Col. Konaté. Mensah stated that Osei-Bonsu did not provide a detailed explanation for this purchase beyond characterizing it as a community development expenditure.
3. 2023 — Mitsubishi Pajero (approximately $52,000). Mensah stated that in approximately September 2023, Osei-Bonsu directed him to purchase a Mitsubishi Pajero at a cost of approximately $52,000. Osei-Bonsu stated that this vehicle was "a replacement vehicle for the Prefect's office." Mensah understood this to mean that the vehicle was intended to replace an earlier vehicle that had been provided to Col. Konaté, though Mensah did not inquire further about the circumstances necessitating the replacement.
The total cost of the three vehicles directed to Col. Konaté, as identified by Mensah, was approximately $165,000.
Mensah stated that, to his knowledge, all three vehicles were delivered directly to Col. Konaté—either to his personal residence or to the prefectoral offices in Kousseri. Mensah stated that none of the three vehicles were delivered to TGM facilities, and none were registered in TGM's name or added to TGM's fleet inventory. Mensah stated that he was not present at the deliveries but received confirmation from the dealerships or from Osei-Bonsu that the vehicles had been delivered to the designated locations.
When asked about gift approval documentation, Mensah stated that no formal gift approval forms were completed for any of these three vehicle purchases. Mensah stated that he was not aware of any Torchlight policy requiring such forms for gifts to government officials at the time the purchases were made. Mensah acknowledged, however, that the amounts involved seemed "high for gifts" and stated that this contributed to his discomfort, which is discussed further in Section VI below.
C. Other In-Kind Benefits — Vehicles for Other Officials
In addition to the three vehicles directed to Col. Konaté, Mensah recalled processing at least two additional vehicle purchases that Osei-Bonsu indicated were intended for government officials. Mensah was less certain of the details of these transactions and could not recall the specific recipients. His recollection of these purchases is as follows:
1. 2021 — SUV (make and model not recalled, approximately $55,000). Mensah recalled processing a purchase for an SUV in approximately 2021 at a cost of approximately $55,000. The procurement paperwork bore the notation "stakeholder engagement — Ministry." Mensah stated that Osei-Bonsu initiated the requisition and indicated the vehicle was for a government official, but Mensah could not recall whether Osei-Bonsu identified the specific recipient. Mensah did not recall the make or model of the vehicle.
2. 2023 — Sedan (approximately $38,000). Mensah recalled processing a purchase for a sedan in approximately 2023 at a cost of approximately $38,000. The procurement notation read "protocol vehicle — environmental directorate." Mensah speculated that this vehicle may have been intended for someone in the office of Amadou Traoré, the Director of Environmental Permitting, based on the reference to the "environmental directorate," but Mensah stated he had no direct knowledge of the ultimate recipient and did not wish to speculate beyond what the paperwork reflected.
The total cost of these two additional vehicles directed to government officials, as identified by Mensah, was approximately $93,000.
D. Travel and Hospitality Benefits
Beyond vehicle purchases, Mensah stated that Osei-Bonsu occasionally directed him to arrange travel and hospitality for government officials using TGM resources. Mensah described the following categories of travel and hospitality benefits:
Airline Tickets. Mensah stated that on at least three occasions between 2021 and 2023, Osei-Bonsu directed him to arrange business-class airline tickets for Col. Konaté and members of Konaté's family to travel to Paris and Dubai. Mensah stated that he processed these bookings through TGM's corporate travel account. Mensah estimated the total cost of these airline tickets at approximately $45,000 to $60,000 over the relevant period. Mensah stated that the bookings were for personal travel by Konaté and his family members and were not connected to any TGM business activity or event.
Hotel Accommodations. Mensah stated that he also arranged hotel accommodations in Libreville for government officials attending events hosted or co-sponsored by TGM. These accommodations were booked through TGM's corporate accounts with local hotels. Mensah estimated the total cost of such accommodations at approximately $15,000 to $25,000 over the 2020–2024 period. Mensah stated that these bookings were more varied in nature than the airline tickets, and some may have had a legitimate business nexus, though he was not certain.
GL Coding. Mensah stated that the travel and hospitality expenditures described above were coded under GL account 7200 ("Entertainment and Hospitality") or GL account 7310 ("Travel — Third Party"). Mensah stated that Osei-Bonsu or the finance team determined the coding for these entries and that Mensah generally followed their instructions regarding account classification.
Mensah's Objection. Mensah stated that he raised concerns with Osei-Bonsu about booking personal travel for government officials on at least one occasion, which he placed at approximately mid-2022. Mensah recalled telling Osei-Bonsu that he was uncomfortable arranging personal travel for Col. Konaté's family members using TGM funds. According to Mensah, Osei-Bonsu responded that it was "standard practice in Ganara" and was "part of maintaining the relationship" with the Prefect. Mensah stated that Osei-Bonsu's response effectively ended the conversation and that Mensah did not escalate his concern further. This issue is discussed in greater detail in Section VI.C below.
E. Summary of In-Kind Benefits Known to Mensah
Based on the information provided during the interview, Mensah's testimony accounts for the following approximate amounts of in-kind benefits provided to government officials:
It should be noted that this subtotal does not account for the full $630,000 in suspected in-kind benefits identified in the forensic accounting review conducted by Calderwood & Harkness and the forensic accounting team. The forensic review identified $630,000 in potentially improper in-kind benefits booked across GL accounts 7200 and 7310 during the period under investigation. The gap between Mensah's knowledge (approximately $318,000–$343,000) and the $630,000 total may reflect: (i) purchases or benefits processed outside Mensah's direct involvement; (ii) benefits arranged during periods before Mensah's employment at TGM (i.e., before March 2020); (iii) transactions for which Mensah was not the processing procurement officer; or (iv) benefits arranged through channels other than the procurement function (e.g., directly by Osei-Bonsu or Achebe). Further investigation will be needed to identify and account for the remaining amounts.
V. TGM Procurement Procedures and Controls
A. Standard Procurement Process
Mensah described TGM's standard procurement workflow in detail. He explained that the process is governed by a local procurement policy maintained at the TGM level. The workflow, as described by Mensah, consists of the following steps:
1.  Purchase Requisition. A purchase requisition form is submitted by the requesting department or individual. The requisition identifies the goods or services to be procured, the estimated cost, the intended use, the requested delivery date, and the budget line or GL account to which the expenditure should be charged.
2.  Approval Thresholds. The requisition is routed for approval based on the estimated cost of the purchase, as follows:
•  For purchases under $20,000: Approval by the relevant department head is sufficient.
•  For purchases between $20,000 and $50,000: Approval by the Country Manager (Osei-Bonsu, during the relevant period) is required.
•  For purchases above $50,000: Dual approval is required from both the Country Manager and the Finance Director (Thomas Achebe).
3.  Competitive Bidding. For purchases exceeding $30,000, TGM's procurement policy requires competitive bidding, defined as a minimum of three quotations from qualified vendors or suppliers.
4.  Purchase Order. Following approval, the procurement team issues a purchase order to the selected vendor.
5.  Receipt and Verification. Upon delivery, the goods or services are inspected and verified against the purchase order specifications.
6.  Payment. Payment is processed through TGM's finance department based on vendor invoices and verified receipt documentation.
Mensah stated that this workflow was generally followed for routine operational procurement. However, as discussed below, Mensah identified several instances in which elements of the process—particularly the competitive bidding requirement—were bypassed at Osei-Bonsu's instruction.
B. Delegation of Authority Compliance Issues
Mensah confirmed that for the three vehicles directed to Col. Konaté, totaling approximately $165,000, purchase requisitions were prepared and bore Osei-Bonsu's signature as the approving Country Manager. However, under TGM's procurement policy, the $68,000 Northpoint Enterprises Land Cruiser (2020) and the $52,000 Mitsubishi Pajero (2023) each exceeded the $50,000 threshold and therefore should have required dual approval—i.e., both Osei-Bonsu's signature and Achebe's countersignature.
Mensah stated that he believed Achebe had signed the purchase requisition for the 2020 Land Cruiser, but he was less certain about whether Achebe's signature appeared on the 2023 Pajero requisition. Mensah stated that he would need to review the procurement files to confirm Achebe's involvement in each transaction and agreed to do so as part of the document production discussed in Section VIII below.
The $45,000 Northpoint Enterprises Hilux (2022) fell below the $50,000 dual-approval threshold and thus required only Osei-Bonsu's approval under TGM's local policy.
Mensah stated that he was not aware of Torchlight Mining Corp.'s global Delegation of Authority Policy, which is maintained at the corporate parent level and imposes additional approval requirements for certain categories of expenditures, including gifts and hospitality to government officials. Mensah stated that he was only familiar with TGM's local procurement policy, which he understood Osei-Bonsu had authority to set and administer in his capacity as Country Manager. This is a significant finding, as it suggests that TGM's local procurement controls may not have been integrated with or informed by Torchlight's global compliance framework.
C. GL Coding Practices
Mensah provided information regarding the general ledger coding of procurement transactions, particularly those involving government officials. Mensah stated that Osei-Bonsu would sometimes instruct him on how specific purchases should be coded in TGM's financial records. This was particularly the case for transactions involving government officials, where Osei-Bonsu appeared to exercise direct control over the categorization of expenditures.
Mensah stated that vehicles purchased for government officials were typically coded under GL account 7200 ("Entertainment and Hospitality") or, on occasion, under a general operational GL code. Mensah stated that there was no specific GL category designated for "gifts to government officials" in TGM's chart of accounts, and that the use of GL 7200 was the default category applied to such expenditures.
With respect to cash withdrawals, Mensah stated that he was not involved in the coding or processing of cash disbursements booked under GL account 7450 ("Community Relations Expenses"). Mensah stated that cash withdrawals and disbursements were handled by the Finance Director, Thomas Achebe, or by Osei-Bonsu directly. Mensah stated that procurement staff were not involved in the cash management process.
Notably, Mensah stated that he was unaware of the $890,000 in cash withdrawals coded under GL 7450 until the interviewers informed him of this amount during the course of the interview. Mensah appeared visibly surprised by this figure. He stated that he had no knowledge of any cash withdrawals of that magnitude and had not been asked to participate in or support any such disbursements. This is consistent with the emerging picture from the investigation that cash withdrawals under GL 7450 were managed directly by Osei-Bonsu and possibly Achebe, outside the standard procurement channel.
VI. Interactions with Raymond Osei-Bonsu
A. General Working Relationship
Mensah described his working relationship with Raymond Osei-Bonsu in considerable detail. Mensah characterized Osei-Bonsu as "hands-on" and "directive" in his management style, particularly with respect to any procurement or expenditure involving government officials or community relations matters. Mensah stated that Osei-Bonsu took a personal interest in these categories of spending and typically provided specific instructions regarding what was to be purchased, for whom, and how the expenditure was to be documented and coded.
Mensah stated that Osei-Bonsu maintained close personal relationships with several Ganaran government officials, particularly Col. Ibrahim Konaté, the Regional Prefect of Kousseri Province, and individuals at the Ministry of Mines. Mensah observed that Osei-Bonsu appeared to view these relationships as essential to TGM's ability to operate in Ganara. Mensah recalled that Osei-Bonsu often emphasized the importance of "keeping the officials happy" to ensure smooth operations, avoid regulatory interference, and facilitate permit renewals for TGM's mining concessions.
Mensah stated that he did not have reason to question Osei-Bonsu's authority to direct these expenditures, as Osei-Bonsu was the Country Manager and the most senior TGM official in Ganara. Mensah acknowledged, however, that some of Osei-Bonsu's requests caused him personal discomfort, as discussed further below.
B. Specific Instructions from Osei-Bonsu
Mensah recalled several specific instances where Osei-Bonsu gave him direct procurement-related instructions concerning benefits for government officials. Mensah's recollection of Osei-Bonsu's statements is summarized as follows:
1.  July 2020 — Land Cruiser for Col. Konaté. Osei-Bonsu instructed Mensah to "find a good Land Cruiser" for delivery to Col. Konaté. Osei-Bonsu stated, in words to the effect of: "The Prefect has been very helpful with the Kousseri license and we need to show appreciation." Mensah understood this to mean that the vehicle was being provided to Col. Konaté as a reward or expression of gratitude for the Prefect's role in facilitating TGM's mining license in Kousseri Province.
2.  March 2022 — Hilux for Col. Konaté. Osei-Bonsu directed Mensah to purchase the Northpoint Enterprises Hilux for Konaté, describing the purchase as "part of our community development commitment." Mensah stated that this characterization did not align with his understanding of community development, which typically involved infrastructure projects or contributions to local communities rather than the provision of personal vehicles to individual officials.
3.  September 2023 — Pajero for Col. Konaté. Osei-Bonsu instructed Mensah to purchase the Mitsubishi Pajero and specifically told Mensah not to seek competitive bids. Osei-Bonsu stated: "Just get it from the usual dealer, we don't have time for three quotes." Mensah understood this as a direction to bypass TGM's competitive bidding requirement for purchases exceeding $30,000.
4.  December 2022 — Airline Tickets for Konaté's Family. Osei-Bonsu instructed Mensah to book business-class flights for Col. Konaté's family members to travel to Dubai. Osei-Bonsu described the booking as a "year-end goodwill gesture." Mensah stated that this was one of the transactions that caused him the greatest personal discomfort, as it involved personal travel for the family of a government official with no apparent connection to TGM's business activities.
Mensah stated that all of the above instructions were communicated to him verbally by Osei-Bonsu, either in person at TGM's offices in Libreville or by telephone. Mensah stated that he did not receive any written communications from Marcus Delacroix regarding any of these purchases or benefits. All instructions came directly and exclusively from Osei-Bonsu.
C. Mensah's Awareness of Broader Scheme
The interviewers questioned Mensah regarding his knowledge of, or involvement in, the broader pattern of suspected improper payments identified in the investigation. Mensah's responses on these topics are summarized below.
Crestfield Advisory Partners Ltd. Mensah stated that he was not aware of payments being made through Crestfield Advisory Partners Ltd. to government officials. He stated that he had no knowledge of the Government Relations Advisory Agreement between Torchlight Ganara Holdings S.à r.l. ("TGH") and Crestfield, dated April 12, 2019. Mensah stated that he did not know Jean-Philippe Renard personally and had never communicated with Renard by any means.
Aggregate Value of Benefits. Mensah stated that he was not aware that the aggregate value of benefits provided to government officials could total in the hundreds of thousands of dollars, let alone the $4.73 million in total suspected improper payments identified in the investigation. Mensah characterized each individual transaction that he processed as a "one-off" request from Osei-Bonsu. Mensah stated that he did not track the cumulative value of benefits directed to government officials and did not have visibility into transactions processed outside the procurement function or at the corporate level.
Personal discomfort. Mensah stated that he had "some discomfort" about the vehicle gifts and the travel bookings for government officials. However, Mensah stated that he assumed these practices were "normal for the mining industry in Ganara" based on Osei-Bonsu's repeated assurances. Mensah stated that he did not have prior experience working for an FCPA-regulated company and was not familiar with the specific requirements of U.S. anti-bribery law. Mensah stated that his discomfort was based on his own sense that the amounts were unusually large, but he deferred to Osei-Bonsu's judgment as the Country Manager and the most senior official on the ground in Ganara.
VII. Knowledge of Compliance Program and Training
Mensah was asked about his knowledge of Torchlight's compliance program, including anti-corruption training and reporting mechanisms. His responses are summarized below.
Anti-Corruption Training. Mensah stated that he recalled attending one anti-corruption training session during his tenure at TGM. He believes this training occurred in late 2021 or early 2022. The training was conducted via video from Torchlight's headquarters in Toronto and was attended by a number of TGM employees. Mensah described the training as "general" in nature. He stated that it covered topics including Torchlight's Code of Conduct, the importance of ethical business practices, and the prohibition on bribing government officials. However, Mensah stated that he did not recall any specific discussion of the U.S. Foreign Corrupt Practices Act ("FCPA") or Canada's Corruption of Foreign Public Officials Act ("CFPOA") during the training. Mensah could not recall whether the training addressed specific scenarios such as the provision of gifts or vehicles to government officials, nor could he recall whether the training discussed approval requirements for such benefits.
Ethics Hotline. Mensah stated that he was aware of the existence of the Torchlight ethics hotline, which is operated by Sentinel Compliance Solutions Inc., an independent third-party provider. Mensah stated that he had seen posters or notices referencing the hotline at TGM's offices. However, Mensah stated that he had never used the hotline and had never made a report through it.
Failure to Escalate. Mensah stated that he did not report his concerns about the vehicle purchases or the travel bookings for government officials to anyone other than Osei-Bonsu. As noted in Section VI.B above, Mensah raised his concerns with Osei-Bonsu on at least one occasion (approximately mid-2022), but Osei-Bonsu dismissed those concerns. Mensah stated that he did not know how to escalate concerns outside of the local chain of command at TGM. He was not aware of any formal process for reporting compliance concerns to Torchlight's corporate headquarters, the General Counsel's office, or the Audit Committee, apart from the ethics hotline, which he did not use.
Whistleblower Complaint. Mensah was asked whether he was aware of the whistleblower complaint filed on August 19, 2024 (Report ID SCH-2024-08-4417), which was the initial catalyst for the internal investigation. Mensah stated that he was not aware of the complaint and had not learned of its existence until the investigation commenced. Mensah confirmed that he was not the individual who filed the complaint.
VIII. Document Requests and Follow-Up Items
At the conclusion of the interview, the interviewers discussed with Mensah several categories of documents that would be relevant to the investigation and that Mensah, in his role as Procurement Manager, would be in a position to locate and produce. Mensah was cooperative and agreed to make reasonable efforts to locate the following materials from TGM's procurement files:
1.  Purchase requisition forms for the three vehicles directed to Col. Konaté: the 2020 Northpoint Enterprises Land Cruiser (approximately $68,000), the 2022 Northpoint Enterprises Hilux (approximately $45,000), and the 2023 Mitsubishi Pajero (approximately $52,000). Mensah was asked to ensure that copies include all approval signatures, including any countersignatures by Thomas Achebe.
2.  Purchase requisitions for the two additional vehicles identified as directed to other government officials: the 2021 SUV (approximately $55,000) and the 2023 sedan (approximately $38,000). Again, all approval signatures should be included.
3.  Delivery receipts or transfer documentation for all five vehicles referenced above, to the extent such documentation is available in TGM's records. This includes any delivery confirmations, transfer of title documentation, or other records reflecting the ultimate disposition of the vehicles.
4.  TGM corporate travel booking records reflecting airline tickets and hotel accommodations arranged for government officials during the 2020–2024 period. This includes booking confirmations, itineraries, receipts, and any associated internal approvals or authorizations.
5.  Written communications (emails) between Mensah and Osei-Bonsu regarding procurement for government officials, including but not limited to communications referencing Col. Konaté, the Ministry of Mines, the environmental directorate, or any other government body or official.
Mensah stated that procurement records are maintained both in hard copy at TGM's offices in Libreville and electronically in TGM's procurement management system. Mensah indicated that he would coordinate with his procurement team to locate and compile the requested materials. The interviewers advised Mensah that the documents should be transmitted to Calderwood & Harkness through TGM's in-house legal team or through such other channel as may be designated by counsel.
The interviewers reminded Mensah of the litigation hold notice that was issued by Torchlight Mining Corp. on March 17, 2025. Mensah was reminded of his obligation to preserve all potentially relevant documents, including hard copy files, electronic records, emails, and any other materials that may relate to the matters under investigation. Mensah confirmed that he had received the litigation hold notice and understood his preservation obligations.
IX. Credibility Assessment and Observations
Based on the conduct and substance of the interview, the interviewers offer the following observations and preliminary credibility assessment.
Demeanor and Cooperation. Mensah appeared cooperative and forthcoming throughout the interview. He answered questions directly and without apparent hesitation. He did not appear evasive or attempt to minimize his involvement in the transactions discussed. When he was uncertain about specific details—such as the make and model of the 2021 SUV or whether Achebe's signature appeared on all requisitions—he acknowledged the limits of his recollection rather than guessing or providing potentially inaccurate information. Mensah volunteered certain details, such as his discomfort with the travel bookings and his conversation with Osei-Bonsu in mid-2022, without prompting.
Reaction to Investigation Scope. Mensah appeared genuinely surprised by the scale of the overall investigation and the total suspected improper payments of $4.73 million. His reaction to the $890,000 in cash withdrawals under GL 7450 appeared authentic; he appeared taken aback by the figure and stated repeatedly that he had no knowledge of cash disbursements of that magnitude. His surprise was consistent throughout the interview when confronted with information about activities outside the procurement function.
Consistency with Forensic Findings. Mensah's account is consistent with the forensic accounting findings regarding in-kind benefits booked under GL accounts 7200 and 7310. The specific vehicle transactions and travel expenditures he described align with entries identified in the general ledger review. However, Mensah's knowledge accounts for only a portion—approximately $318,000 to $343,000—of the $630,000 total in suspected in-kind benefits identified through forensic analysis. The remaining amounts will need to be investigated through additional witness interviews, document review, and forensic analysis.
Corroboration of Osei-Bonsu's Role. Mensah's testimony corroborates the emerging finding that Raymond Osei-Bonsu was the primary decision-maker directing the procurement of benefits for government officials at the TGM level. Mensah's account consistently identifies Osei-Bonsu as the individual who initiated, directed, and controlled these transactions. Mensah did not implicate any other individual—including Achebe or Delacroix—as having directly instructed him to make improper purchases, though the question of Achebe's knowledge and approval (via countersignature) remains open pending document review.
Follow-Up Interview. Mensah may require a follow-up interview after the document production discussed in Section VIII is complete and after further review of GL 7200 and GL 7310 entries to identify additional transactions that may fall within Mensah's knowledge or responsibility. It may also be necessary to revisit certain topics once additional witness interviews have been conducted, particularly interviews with Thomas Achebe and other TGM finance staff.
Separate Counsel Consideration. The interviewers recommend that the engagement team consider whether Mensah should be advised to retain separate counsel, depending on further developments in the investigation. At this time, based on the information available, Mensah's exposure appears limited to potential witness status rather than subject status. Mensah appears to have acted at Osei-Bonsu's direction and to have lacked independent knowledge of or participation in the broader payment scheme involving Crestfield. However, should additional evidence emerge suggesting that Mensah played a more active or knowing role in facilitating improper payments, or should government authorities seek to interview Mensah directly, the question of separate representation should be revisited promptly.
X. Privilege and Confidentiality Notice
This memorandum was prepared by attorneys at Calderwood & Harkness LLP at the direction of counsel and in anticipation of litigation and government investigation. It reflects the mental impressions, conclusions, opinions, and legal theories of counsel and contains factual information gathered during the course of a privileged internal investigation.
This memorandum is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by authorized recipients in connection with the internal investigation and should be treated as strictly confidential.
Distribution of this memorandum is limited to the following individuals:
•  Calderwood & Harkness Engagement Team: Conrad Ashby (Responsible Partner), Victoria Chambers (Senior Counsel), Steven Hollander (Lead Associate), and Jasmine Thornton (Working Associate).
•  Authorized Client Representatives: Patricia Sung (General Counsel, Torchlight Mining Corp.), Dr. Eleanor Fiske (Chair, Audit Committee, Board of Directors, Torchlight Mining Corp.), and the other members of the Audit Committee as authorized by Dr. Fiske.
This memorandum shall not be disclosed to any third party—including other Torchlight employees, outside advisors not engaged in the investigation, or government authorities—without the prior written authorization of Conrad Ashby, Responsible Partner, Calderwood & Harkness LLP, or Patricia Sung, General Counsel, Torchlight Mining Corp.
Any inadvertent disclosure of this memorandum does not constitute a waiver of any applicable privilege or protection.
C&H Matter No. 1039-00005
Prepared by:
Steven Hollander Lead Associate Calderwood & Harkness LLP
Jasmine Thornton Working Associate Calderwood & Harkness LLP
Date: April 29, 2025
Category | Approximate Amount
Vehicles directed to Col. Konaté (3 vehicles) | $165,000
Vehicles directed to other officials (2 vehicles) | $93,000
Travel and hospitality (airline tickets and hotels) | $60,000–$85,000
Subtotal of in-kind benefits within Mensah's knowledge | $318,000–$343,000

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