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; File (C&H Matter No. 1039-00005)

FROM: Steven Hollander, Lead Associate; Jasmine Thornton, Working Associate

DATE: April 7, 2025

RE: Witness Interview — Nadia Berenson, Vice President, Compliance and Ethics, Torchlight Mining Corp.

I. Upjohn Warnings and Preliminary Matters

At the outset of the interview, Conrad Ashby administered Upjohn warnings (sometimes referred to as "corporate Miranda" warnings) to Ms. Berenson. Mr. Ashby explained the following to Ms. Berenson clearly and deliberately:

(a) Calderwood & Harkness LLP represents Torchlight Mining Corp. (the "Company") in this matter. The firm does not represent Ms. Berenson individually, and nothing said during the interview should be construed as creating an attorney-client relationship between Calderwood & Harkness and Ms. Berenson in her personal capacity.

(b) The interview is protected by the attorney-client privilege; however, the privilege belongs solely to Torchlight Mining Corp. as the client, and not to Ms. Berenson individually.

(c) Torchlight, acting through its Board of Directors or the Audit Committee of the Board, may elect in its sole discretion to waive the attorney-client privilege and disclose the substance of the interview, including this memorandum or any summary thereof, to third parties, including but not limited to the United States Department of Justice ("DOJ"), the United States Securities and Exchange Commission ("SEC"), the Royal Canadian Mounted Police, or any other governmental authority or regulatory body.

(d) Ms. Berenson should not discuss the substance of the interview with other Torchlight employees, former employees, or any third parties outside of communications with Calderwood & Harkness or in-house counsel in connection with the investigation.

(e) Ms. Berenson has the right to retain her own personal legal counsel at any time, including prior to or during the interview, if she wishes to do so.

Ms. Berenson confirmed that she understood each of the foregoing warnings. She stated that she did not wish to retain personal counsel at this time and agreed to proceed with the interview without separate legal representation.

Mr. Ashby then inquired regarding the Company's litigation hold. Ms. Berenson confirmed that she received and acknowledged the litigation hold notice issued by Patricia Sung, General Counsel and Corporate Secretary, dated March 17, 2025. She stated that she has preserved all responsive documents within her possession, custody, or control, including emails, electronic files, hard-copy files, and any personal device communications related to Torchlight business. Ms. Berenson further confirmed that she has not destroyed, deleted, or altered any documents, whether in electronic or hard-copy form, since receiving the litigation hold notice. She stated that she understood her ongoing obligation to preserve relevant materials.

With the preliminary matters concluded, the interview proceeded to substantive questioning at approximately 9:15 a.m.

II. Witness Background

Ms. Berenson provided the following background information:

Her full legal name is Nadia Berenson. She currently holds the title of Vice President, Compliance and Ethics at Torchlight Mining Corp. She is a Canadian citizen, forty-six years of age, and resides in Toronto, Ontario.

Ms. Berenson was appointed to her current role in 2021, which is also the year she joined Torchlight Mining Corp. Prior to joining the Company, she had approximately twelve years of experience in compliance roles at other mining and natural resources companies. She did not identify those companies by name during this interview but described her most recent prior position as a compliance director at a mid-cap natural resources company, where she was responsible for overseeing anti-corruption compliance and regulatory matters. Her career trajectory has focused specifically on compliance within the extractive industries sector.

At Torchlight, Ms. Berenson reports directly to Patricia Sung, General Counsel and Corporate Secretary. She also maintains a dotted-line reporting relationship to Dr. Eleanor Fiske, Chair of the Audit Committee of the Board of Directors, for purposes related to the ethics hotline and whistleblower matters. This dual reporting structure was established when Ms. Berenson joined the Company in 2021 and is designed to ensure that certain compliance matters — particularly whistleblower complaints implicating senior management — can be escalated directly to the Board level without requiring the approval or involvement of the General Counsel's office.

Ms. Berenson described her principal responsibilities as follows: she oversees Torchlight's global anti-corruption compliance program, including the Company's Anti-Corruption Policy; she administers the Code of Conduct; she manages the ethics hotline, which is operated by an external provider, Sentinel Compliance Solutions Inc.; she is responsible for the Company's third-party due diligence procedures for agents, consultants, and intermediaries; she oversees compliance training for all Torchlight personnel globally; and she maintains the Company's gift, hospitality, and entertainment tracking system.

Ms. Berenson manages a team of three compliance professionals, all of whom are based at the Toronto corporate headquarters. She noted — and this point is significant in the context of the investigation — that there are no dedicated compliance personnel stationed at Torchlight Ganara Mining S.A. ("TGM") or at any of the Company's operating subsidiaries in the Republic of Ganara. All compliance functions for the Ganaran operations are managed remotely from Toronto.

Ms. Berenson stated that she had no prior personal involvement in the Company's Ganaran operations before the whistleblower complaint was filed in August 2024. While she was generally aware that Torchlight operated mining concessions in West Africa, her day-to-day compliance work had been focused on other aspects of the global program, and she had not visited Ganara or had significant interactions with TGM personnel before the complaint prompted her review.

III. Receipt and Handling of the Whistleblower Complaint

A. Initial Receipt (August 19, 2024)

On August 19, 2024, Ms. Berenson received an automated notification from Sentinel Compliance Solutions Inc. ("Sentinel"), Torchlight's third-party ethics hotline provider, indicating that a new report had been filed through the Sentinel platform. The report was assigned Report ID: SCH-2024-08-4417. The report had been submitted in anonymous form through the Sentinel online portal.

Ms. Berenson reviewed the report on the same day it was received. The substance of the anonymous complaint stated the following, which Ms. Berenson read verbatim from her notes:

"Payments being made to government ministers through a fake consulting company in Mauritius to get mining permits approved faster. The country manager and VP from Toronto both know about it."

Ms. Berenson stated that she immediately recognized the complaint as warranting prompt and serious attention. Although the complaint was anonymous and did not identify specific individuals or entities by name, it contained sufficient specificity to enable her to connect the allegations to known persons and relationships within the Torchlight organization. Specifically, she noted the following elements: the reference to "Mauritius," which she could connect to a consulting relationship she would later identify in the vendor database; the reference to "government ministers" and "mining permits," which pointed to the Company's Ganaran operations; and the identification of two internal individuals — "the country manager" and "VP from Toronto" — which she immediately understood to refer to Raymond Osei-Bonsu, Country Manager of TGM, and Marcus Delacroix, Vice President, West Africa Operations, respectively. Ms. Berenson stated that these identifications were based on their respective roles within the organization and the fact that Ganara was the Company's primary West African operation.

Ms. Berenson stated that she understood the gravity of the allegations from the outset. The complaint, if substantiated, would implicate potential violations of the U.S. Foreign Corrupt Practices Act ("FCPA"), the Canadian Corruption of Foreign Public Officials Act ("CFPOA"), and potentially other anti-corruption statutes.

B. Initial Assessment and Research (August 19–25, 2024)

Over the period from August 19 through August 25, 2024, Ms. Berenson conducted a preliminary assessment and research effort to evaluate the whistleblower complaint before escalating it to the Audit Committee Chair.

Ms. Berenson first accessed Torchlight's vendor database and identified Crestfield Advisory Partners Ltd. ("Crestfield"), a Mauritius-incorporated entity, as a vendor engaged by Torchlight Ganara Holdings Ltd. ("TGH"), the Company's intermediate holding company for its Ganaran operations. This identification was consistent with the whistleblower's reference to "a fake consulting company in Mauritius."

Ms. Berenson then reviewed the compliance files maintained by her team and discovered that no due diligence file existed for Crestfield in Torchlight's compliance records. She characterized this absence as a "significant concern" and one that was immediately troubling to her, given the nature of the alleged relationship. She checked Torchlight's third-party risk management system and confirmed that no anti-corruption due diligence questionnaire had been completed for Crestfield or its principal, Jean-Philippe Renard. No background check or screening of any kind had been performed on either the entity or its principal through the Company's compliance processes.

Ms. Berenson also reviewed general ledger summaries that were accessible to her in the ordinary course of her compliance responsibilities. She identified that TGH had made substantial payments to Crestfield over time but stated that she did not have access to invoice-level detail. Obtaining that level of detail would have required her to make a request to Diane Fournier, Vice President, Finance, or to the finance team at TGM. At this stage, Ms. Berenson elected not to make such a request.

Critically, Ms. Berenson stated that she made a deliberate decision not to contact Marcus Delacroix, Raymond Osei-Bonsu, or any TGM personnel during this preliminary assessment phase. Her rationale was to avoid tipping off potential subjects of the investigation and to preserve the integrity of any subsequent inquiry. This decision was consistent with her training and experience in handling whistleblower complaints that implicate senior personnel.

C. Escalation to Audit Committee Chair (August 26, 2024)

On August 26, 2024, Ms. Berenson escalated the whistleblower complaint to Dr. Eleanor Fiske, Chair of the Audit Committee, via a confidential in-person meeting at Torchlight's Toronto headquarters. Ms. Berenson prepared a written escalation memorandum summarizing the complaint, her preliminary findings, and her assessment of the seriousness of the allegations. She delivered this memorandum to Dr. Fiske at the meeting.

On the same date, Ms. Berenson also notified Patricia Sung, General Counsel and Corporate Secretary, of the existence and substance of the whistleblower complaint. Ms. Berenson stated that both Dr. Fiske and Ms. Sung were notified simultaneously, consistent with her dual reporting structure.

Ms. Berenson recommended that the Audit Committee authorize a preliminary internal review to gather additional facts and documents before determining whether outside counsel should be engaged. She stated that her recommendation was based on the specificity and seriousness of the allegations and the absence of any due diligence file for Crestfield.

Ms. Berenson stated that she did not notify Gerald Vandermeer, CEO of Torchlight, at this stage. She explained that this decision was made on the advice of Dr. Fiske. The rationale was that the whistleblower complaint implicated Marcus Delacroix, who was a direct report of the CEO, and that notifying the CEO at this early stage could compromise the integrity of the review. Ms. Berenson stated that she agreed with Dr. Fiske's assessment on this point.

D. Audit Committee Authorization (September 5, 2024)

On September 5, 2024, the Audit Committee convened a meeting attended by its three members: Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen. At this meeting, the Audit Committee authorized a preliminary internal review of the matters raised in the whistleblower complaint.

Ms. Berenson was directed by the Audit Committee to conduct a fact-gathering exercise, working in coordination with the General Counsel's office. Notably, the Audit Committee did not authorize the engagement of outside counsel at this initial stage. The scope of the preliminary review was deliberately limited: Ms. Berenson was tasked with gathering documents related to the Crestfield engagement and the Company's Ganaran operations, but she was not authorized to conduct formal witness interviews of Delacroix, Osei-Bonsu, or other potentially implicated personnel.

Ms. Berenson stated that she understood the Audit Committee's decision to limit the scope at this stage as a prudent first step designed to gather sufficient information to inform a decision about whether a full-scale investigation — including the engagement of outside counsel — was warranted.

IV. Knowledge of the Crestfield Advisory Engagement

A. Prior Awareness

Ms. Berenson stated unequivocally that she first became aware of the existence of Crestfield Advisory Partners Ltd. when she reviewed the vendor database following receipt of the whistleblower complaint in August 2024. She had no prior knowledge of, or involvement in, the engagement of Crestfield at any point during her tenure at Torchlight.

The Government Relations Advisory Agreement between TGH and Crestfield is dated April 12, 2019. This agreement was executed approximately two years before Ms. Berenson joined Torchlight in 2021. She was not consulted on the selection, vetting, or retention of Crestfield as a consultant to TGH. She was not aware of any competitive selection process or request-for-proposal exercise that preceded the engagement. She stated that, based on her review of available records during the preliminary review, it appeared that Crestfield was engaged directly at the initiative of Marcus Delacroix, without a competitive process.

Ms. Berenson addressed the question of why the Crestfield engagement was not captured by the Company's compliance processes after she joined. She explained that under Torchlight's Anti-Corruption Policy, which was first adopted in 2020 and subsequently revised in 2022, all new engagements of government-relations agents, consultants, or intermediaries are required to undergo enhanced due diligence. This enhanced due diligence process includes completion of an anti-corruption questionnaire by the third party, independent background screening conducted by an external vendor, risk-tier classification, and final sign-off by the VP Compliance (i.e., Ms. Berenson). However, the Crestfield engagement predated the adoption of the Anti-Corruption Policy, and the policy was never retroactively applied to pre-existing third-party engagements. This gap is discussed further in Section V below.

B. Red Flags Identified During Preliminary Review (September–October 2024)

During the course of the preliminary internal review authorized by the Audit Committee on September 5, 2024, Ms. Berenson identified or became aware of the following red flags associated with the Crestfield engagement:

1. Absence of due diligence file. No due diligence file of any kind on Crestfield existed in Torchlight's compliance records. There was no anti-corruption questionnaire, no background screening report, no risk-tier classification, and no compliance sign-off for the engagement. This was a fundamental deficiency.

2. Shell entity characteristics. Crestfield appeared to have no website, no publicly identifiable employees other than its sole principal, Jean-Philippe Renard, and was registered at an address matching a registered-agent office in Port Louis, Mauritius (7th Floor, Nexus Tower, Ebène Cybercity). Ms. Berenson stated that these characteristics were, in her experience, consistent with a shell entity and constituted a significant red flag for anti-corruption purposes.

3. Personal introduction by Delacroix. Ms. Berenson learned during the preliminary review, through a review of email correspondence obtained from TGH files, that Renard had been personally introduced by Marcus Delacroix. The personal introduction of a consultant by the executive responsible for the relevant business unit, without any independent vetting or competitive process, was identified by Ms. Berenson as a red flag.

4. Inadequate anti-corruption contractual provisions. The Crestfield Advisory Agreement contained a general anti-corruption representation at Clause 9.2, pursuant to which Crestfield warranted compliance with "all applicable anti-corruption laws." However, the agreement did not specifically reference the U.S. Foreign Corrupt Practices Act or the Canadian Corruption of Foreign Public Officials Act. Ms. Berenson noted that current best practices and the Company's own revised policies require specific statutory references in anti-corruption representations.

5. No audit rights clause. The agreement contained no clause granting Torchlight or TGH the right to audit Crestfield's books, records, or financial statements. The absence of audit rights significantly limited the Company's ability to verify that payments to Crestfield were being used for legitimate purposes.

6. Payments substantially exceeding expected amounts. Ms. Berenson was informed by Diane Fournier, Vice President, Finance, that total payments to Crestfield had exceeded $3 million. Ms. Berenson stated that this amount was significantly above what the contractual terms of the agreement would have contemplated, though she did not have the detailed invoice-by-invoice breakdown at that stage. She flagged the quantum of payments as an additional concern warranting further investigation.

7. Absence of gift/hospitality/entertainment tracking submissions. Ms. Berenson noted that there were no Crestfield-related submissions in Torchlight's gift, hospitality, and entertainment tracking system. Given that Crestfield's stated role was government-relations advisory, the complete absence of any reported gifts, hospitality, or entertainment associated with the engagement was, in her view, anomalous and concerning.

C. Scope of Berenson's Knowledge

Ms. Berenson was careful to delineate the boundaries of her knowledge regarding the Crestfield engagement and the broader allegations of improper payments.

She stated that she had no direct knowledge of the ultimate disposition of payments made by TGH to Crestfield. She did not know, from her own direct knowledge, whether any portion of those payments was funneled to Ganaran government officials or used for any purpose other than the stated government-relations advisory services.

Ms. Berenson stated that she was not aware of the identities of specific Ganaran government officials alleged to have received improper payments — namely, the Honorable Boubacar Diallo, former Minister of Mines and Natural Resources (serving 2018–2023); Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment; and Col. Ibrahim Konaté, former Regional Prefect of Kousseri Province (serving 2019–2023) — until she was informed of these identities after the Calderwood & Harkness investigation commenced.

Similarly, Ms. Berenson stated that she had no knowledge of the cash withdrawals made by TGM personnel and booked under General Ledger account 7450 ("Community Relations Expenses") or of the in-kind benefits allegedly provided to government officials, including vehicles and travel, until these matters were identified and flagged by the forensic accounting review conducted as part of the investigation.

V. Torchlight's Anti-Corruption Compliance Program

A. Program Overview

Ms. Berenson provided a detailed description of Torchlight's global anti-corruption compliance program, which she has overseen in her capacity as Vice President, Compliance and Ethics since joining the Company in 2021. The key components of the program are as follows:

Anti-Corruption Policy (adopted 2020, revised 2022). The Anti-Corruption Policy is the cornerstone of the Company's compliance framework. It expressly prohibits payments, offers, or promises of anything of value to government officials for the purpose of obtaining or retaining business or securing any improper advantage. The policy requires enhanced due diligence on all third-party intermediaries engaged in government-facing activities, including agents, consultants, and lobbyists. It mandates compliance sign-off by the VP Compliance for all such engagements. The policy was first adopted in 2020, prior to Ms. Berenson's arrival, and was revised under her supervision in 2022 to strengthen certain provisions.

Code of Conduct. The Company maintains a Code of Conduct that sets forth general principles of ethical behavior applicable to all employees and officers globally, including personnel at subsidiary entities. The Code of Conduct addresses, among other topics, anti-corruption, conflicts of interest, gifts and hospitality, and reporting obligations.

Third-Party Due Diligence Procedures. These procedures require the completion of an anti-corruption questionnaire by all prospective agents, consultants, and intermediaries engaged in government-facing activities. The questionnaire is supplemented by independent background screening performed by an external vendor. Based on the results of the questionnaire and screening, each third party is assigned a risk-tier classification (low, medium, or high), which determines the level of ongoing monitoring and the frequency of periodic reviews. High-risk third parties are subject to annual re-certification.

Anti-Corruption Training. The Company conducts annual online anti-corruption training modules for all corporate and subsidiary employees. In addition, designated high-risk personnel — defined as those in roles involving regular interaction with government officials or third-party intermediaries in high-risk jurisdictions — are required to participate in in-person training sessions. Ms. Berenson's team is responsible for the design, delivery, and tracking of these training programs.

Gift, Hospitality, and Entertainment Policy. This policy requires pre-approval and tracking of all gifts, hospitality, and entertainment provided to government officials above a de minimis threshold of $100. Submissions are made through an electronic tracking system maintained by the compliance team. The policy is designed to ensure transparency and to prevent the provision of improper benefits to government officials.

Ethics Hotline. The Company's ethics hotline is operated by Sentinel Compliance Solutions Inc., an independent third-party provider. The hotline is available in English, French, and local languages relevant to the Company's operations. Anonymous reporting is permitted and encouraged. Reports filed through the hotline generate automated notifications to Ms. Berenson and, depending on the nature of the report, to the Audit Committee Chair.

B. Compliance Program Gaps Identified by Berenson

Ms. Berenson was candid in acknowledging a number of significant gaps in the implementation and effectiveness of the compliance program, particularly as applied to the Company's Ganaran operations. She identified the following deficiencies:

1. Retroactive due diligence on pre-existing engagements. The 2020 Anti-Corruption Policy was not applied retroactively to third-party engagements that predated the policy's adoption. This meant that the Crestfield Advisory Agreement, dated April 12, 2019, was never subjected to the enhanced due diligence procedures required under the policy for government-relations intermediaries. Ms. Berenson stated that she raised this gap with Patricia Sung, General Counsel, in early 2022, shortly after she completed the revision of the Anti-Corruption Policy. She recommended that all pre-existing third-party engagements in high-risk jurisdictions be subjected to retroactive due diligence. Ms. Berenson stated that no remedial action was taken in response to her recommendation. She was told that the compliance team should prioritize due diligence on new engagements and that legacy relationships would be addressed "in due course." This issue was never revisited prior to the whistleblower complaint.

2. No dedicated compliance personnel in Ganara. TGM had no on-the-ground compliance officer, compliance liaison, or compliance-designated personnel of any kind. All compliance functions for the Ganaran operations were managed remotely from the Toronto headquarters. Ms. Berenson stated that this arrangement severely limited the compliance team's visibility into day-to-day operations, vendor relationships, and government interactions occurring in-country. She acknowledged that the absence of dedicated in-country compliance resources was a structural weakness in the program.

3. Low training completion rates at TGM. Ms. Berenson stated that annual anti-corruption training completion rates for TGM personnel were significantly and persistently lower than the corporate averages. For 2023, the most recent full year for which data was available at the time of the interview, the completion rate for TGM expatriate staff was approximately 62%, and the completion rate for local Ganaran employees was approximately 38%. By comparison, the completion rate for Toronto-based corporate staff was 94%. Ms. Berenson stated that her team had made repeated efforts to improve completion rates at TGM, including sending reminder emails and extending deadlines, but acknowledged that these efforts were largely unsuccessful. She attributed the low completion rates in part to language barriers, limited internet connectivity at remote mine sites, and a lack of emphasis on compliance at the subsidiary management level.

4. Delegation of Authority Policy enforcement. Ms. Berenson was aware that Torchlight's Delegation of Authority Policy required dual approval for all expenditures exceeding $50,000. However, she stated that she had no operational role in enforcing this financial control, which fell under the purview of the finance function rather than the compliance function. She was not aware until the investigation commenced that fourteen of twenty-four Crestfield invoices exceeding the $50,000 threshold had been approved solely by Raymond Osei-Bonsu, without the required secondary authorization. She stated that this represented a significant breakdown in financial controls.

5. Absence of gift/hospitality/entertainment tracking for TGM. Ms. Berenson noted that TGM personnel submitted virtually no entries into Torchlight's gift, hospitality, and entertainment tracking system throughout the period she had overseen the program. This was despite the fact that TGM's operations were inherently government-facing and involved regular interaction with mining regulators, environmental officials, and provincial authorities. She characterized the absence of tracking submissions from TGM as a "blind spot" in the compliance program and stated that it should have been identified and addressed earlier.

6. Tone at the subsidiary level. Ms. Berenson expressed broader concern that the compliance culture at TGM was significantly weaker than the compliance culture at the corporate level in Toronto. She attributed this disparity in part to the geographic remoteness of TGM's operations, the cultural and linguistic distance between the Toronto compliance team and Ganaran personnel, and — most significantly — the dominant influence of Marcus Delacroix and Raymond Osei-Bonsu over the subsidiary's day-to-day activities. Ms. Berenson stated that Delacroix in particular set a tone at TGM that did not prioritize compliance, and that his resistance to compliance initiatives had a cascading effect on the broader subsidiary culture.

VI. Berenson's Assessment of Marcus Delacroix and Raymond Osei-Bonsu

A. Marcus Delacroix

Ms. Berenson stated that she had limited direct interaction with Marcus Delacroix during her tenure at Torchlight. Delacroix spent the majority of his time either traveling or based in West Africa, and his presence at the Toronto headquarters was infrequent. Their interactions were largely confined to periodic meetings at which compliance topics were discussed in the context of broader operational reviews.

Ms. Berenson described Delacroix as "protective of his territory." She stated that he was generally unreceptive to compliance initiatives that he perceived as impediments to business operations in West Africa, and that he viewed the compliance function as an obstacle rather than a business partner. She characterized his attitude toward compliance as one of toleration rather than genuine engagement.

Ms. Berenson recalled one specific interaction in approximately the second quarter of 2022 that is particularly relevant to this investigation. During this interaction, she raised with Delacroix the need to conduct retrospective due diligence on Crestfield Advisory Partners Ltd. and other legacy third-party relationships in Ganara. According to Ms. Berenson, Delacroix responded that the Crestfield relationship was "critical to maintaining the company's government relationships" in Ganara and that subjecting it to a compliance review would be "disruptive and unnecessary." Ms. Berenson stated that Delacroix's response was dismissive and that he did not engage substantively with her concerns about the absence of due diligence on Crestfield.

Ms. Berenson escalated this interaction to Patricia Sung, General Counsel, contemporaneously. She stated that Ms. Sung's response was to instruct her to "prioritize new engagements" and that legacy relationships would be addressed "in due course." Ms. Berenson stated that she followed these instructions but documented her concerns in email correspondence, which she has identified as available for the investigation.

With respect to Delacroix's use of personal email for business communications, Ms. Berenson stated that this was known to her compliance team as a general concern. The compliance team had issued company-wide reminders regarding the requirement to use company email for all business-related communications, but Ms. Berenson could not confirm that Delacroix complied with these reminders. She stated that she learned through the Calderwood & Harkness investigation that Delacroix had used his personal email account in thirty-seven identified communications with Jean-Philippe Renard, the principal of Crestfield.

Ms. Berenson confirmed that Delacroix resigned from Torchlight on November 15, 2024, following the commencement of the preliminary internal review. She stated that she was not involved in the circumstances of his departure and did not participate in any discussions with Delacroix regarding his resignation. She was informed that Delacroix is currently residing in Lyon, France, at 47 Rue de la République, 69002 Lyon, and that he is represented by Helen Whitmore of Whitmore & Sharpe LLP in Washington, D.C.

B. Raymond Osei-Bonsu

Ms. Berenson stated that she had even less interaction with Raymond Osei-Bonsu than with Delacroix. Osei-Bonsu was based full-time in Ganara and reported directly to Delacroix. Ms. Berenson's interactions with Osei-Bonsu were limited to occasional group calls and compliance-related email communications.

Ms. Berenson described Osei-Bonsu as the "operational gatekeeper" in Ganara. She stated that he controlled relationships with local government officials, managed day-to-day vendor relationships — including the Crestfield engagement — and exercised significant autonomy over TGM's operations. She characterized his role as one of substantial independent authority, with limited oversight from the Toronto headquarters.

Ms. Berenson stated that she checked training records and confirmed that Osei-Bonsu did not attend any anti-corruption training sessions conducted by the Toronto compliance team during either 2022 or 2023. She stated that this was despite the fact that, as Country Manager of TGM, he occupied a role that would be classified as "high-risk" under the Company's training framework and should have been subject to mandatory in-person training.

Ms. Berenson stated that she was not aware of Osei-Bonsu's specific role in approving Crestfield invoices until the investigation revealed the extent of his involvement. In particular, she learned through the investigation that Osei-Bonsu was the sole approver on fourteen Crestfield invoices that exceeded the $50,000 threshold under the Delegation of Authority Policy, each of which should have required dual approval.

Ms. Berenson confirmed that Osei-Bonsu's employment with TGM was terminated on January 8, 2025. She stated that Osei-Bonsu is represented by Barrister Emeka Okoro of Okoro Law Chambers in Ganara.

VII. Berenson's Knowledge of Specific Government Officials

Ms. Berenson stated that she had no personal knowledge of, or interaction with, any of the Ganaran government officials identified in the investigation. Specifically, she stated the following:

• She had no knowledge of or contact with the Honorable Boubacar Diallo, who served as Minister of Mines and Natural Resources for the Republic of Ganara from 2018 to 2023.

• She had no knowledge of or contact with Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment of the Republic of Ganara.

• She had no knowledge of or contact with Col. Ibrahim Konaté, who served as Regional Prefect of Kousseri Province from 2019 to 2023.

Ms. Berenson stated that she was not aware of any direct payments, gifts, in-kind benefits, or anything of value provided by Torchlight, TGH, TGM, Crestfield, or any other party on behalf of Torchlight to any of these individuals until she was informed of the allegations during the Calderwood & Harkness investigation.

Ms. Berenson further stated that TGM personnel never submitted any pre-approval requests for gifts or hospitality involving any of the above-named officials — or any other Ganaran government officials — through Torchlight's gift, hospitality, and entertainment compliance tracking system. As noted above, TGM personnel submitted virtually no entries of any kind into the tracking system during the relevant period.

VIII. Berenson's Knowledge of Specific Mining Permits

Ms. Berenson stated that she was generally aware that TGM held mining licenses and environmental approvals in the Republic of Ganara, as this was a matter of general corporate knowledge within the organization. However, she had no involvement in the permit application or approval processes and was not consulted on any aspect of obtaining these licenses.

Ms. Berenson stated that she was not aware of the specific timeline or circumstances of issuance for the following permits and licenses:

• Kousseri Mining License (KCC-2019-0047), issued September 14, 2019

• Kousseri Environmental Impact Approval (ENV-KCC-2020-113), issued March 27, 2020

• Dembélé Exploration License (DRE-2021-0092), issued July 8, 2021

• Dembélé Mining License Upgrade (DRE-M-2023-0018), issued February 14, 2023

• Kousseri Expansion Permit (KCC-2019-0047-A1), issued April 3, 2024

Ms. Berenson stated that she was not aware, until informed during the investigation, that the Kousseri Mining License was obtained approximately four months faster than the statutory average processing time in Ganara. She stated that she did not have any basis for evaluating whether the processing times for any of these permits were unusual or indicative of improper influence.

IX. SEC and DOJ Matters

Ms. Berenson stated that she is aware of the principal regulatory proceedings arising from the investigation. Specifically, she was aware of the SEC's formal order of investigation (File No. HO-14892), which was issued on January 22, 2025, and of the SEC document subpoena that was served on the Company on February 3, 2025. She was also aware of the DOJ's voluntary document preservation request, dated February 14, 2025.

Ms. Berenson stated that she has been involved in the internal process of identifying and collecting responsive compliance-related documents for the SEC production. This involvement has included working with her compliance team to assemble policy documents, training records, ethics hotline records, and other materials maintained by the compliance function.

Ms. Berenson stated that she was not involved in the preparation or filing of Torchlight's Form 8-K filed with the SEC on February 7, 2025, which disclosed the existence of the SEC investigation. She stated that the 8-K was handled by Patricia Sung, General Counsel, in coordination with the Company's securities counsel at Bartlett Keene & Ostrander LLP, specifically Richard Bartlett III. Ms. Berenson did not review or comment on the 8-K prior to its filing.

Ms. Berenson stated that she was aware of the decline in Torchlight's share price following the 8-K disclosure. She stated that the share price declined from CAD $34.80 to CAD $27.15, representing a decline of approximately 22.0%. She was also aware of the governance inquiry letters received by the Board from Kingsley Institutional Partners LP, sent by Annette Kingsley, which she described as "putting pressure on the Board" to take remedial action. Ms. Berenson stated that she was not directly involved in responding to the governance inquiry letters but was aware of them through internal communications.

X. Documents Identified by Witness

During the course of the interview, Ms. Berenson identified the following documents as relevant to the investigation and confirmed that they are available in her files, in the compliance team's records, or in other Company records accessible to her:

1. The original whistleblower complaint (Report ID: SCH-2024-08-4417) as filed through the Sentinel Compliance Solutions Inc. platform, including the anonymous narrative submission and associated metadata.

2. Ms. Berenson's escalation memorandum to Dr. Eleanor Fiske, Chair of the Audit Committee, dated August 26, 2024, summarizing the whistleblower complaint, her preliminary assessment, and her recommendation to authorize an internal review.

3. The Torchlight Mining Corp. Anti-Corruption Policy (original version adopted 2020; revised version dated 2022).

4. The Torchlight Mining Corp. Code of Conduct (current version in effect).

5. The Third-Party Due Diligence Procedures manual, which sets forth the requirements for anti-corruption questionnaires, background screening, risk-tier classification, and compliance sign-off for third-party intermediaries.

6. Anti-corruption training completion records for 2021, 2022, 2023, and 2024, including completion rates broken down by business unit and specifically reflecting TGM completion rates for both expatriate and local Ganaran personnel.

7. Reports from the gift, hospitality, and entertainment tracking system reflecting the absence of any submissions from TGM personnel during the relevant period.

8. Email correspondence between Ms. Berenson and Marcus Delacroix from approximately Q2 2022, in which Ms. Berenson raised the need for retrospective due diligence on Crestfield Advisory Partners Ltd. and other legacy third-party relationships in Ganara.

9. Email correspondence between Ms. Berenson and Patricia Sung, General Counsel, from 2022, in which Ms. Berenson raised the gap in retroactive due diligence and Ms. Sung provided direction regarding prioritization.

10. Minutes of the Audit Committee meeting held on September 5, 2024, at which the Audit Committee authorized the preliminary internal review.

Ms. Berenson confirmed that she would produce or make available all of the foregoing documents to the Calderwood & Harkness investigation team promptly upon request. She stated that she was not aware of any additional documents in her possession that were responsive to the investigation but that she would conduct a further review and notify the team of any additional materials identified.

XI. Assessment of Credibility and Demeanor

Ms. Berenson appeared forthcoming and cooperative throughout the approximately three-hour-and-fifteen-minute interview. She responded to questions directly and without evasion. She did not request breaks or decline to answer any question posed to her.

She was candid in acknowledging the deficiencies in Torchlight's compliance program as applied to the Ganaran operations and did not attempt to minimize the significance of the gaps she identified. She spoke openly about the absence of retroactive due diligence on Crestfield, the lack of dedicated compliance personnel in Ganara, the low training completion rates at TGM, and the absence of gift and hospitality tracking submissions from TGM personnel.

Ms. Berenson expressed visible frustration regarding the fact that her concerns about retroactive due diligence on Crestfield, raised in early 2022, were not acted upon by the General Counsel's office. She stated that she believed the failure to conduct retroactive due diligence on pre-existing third-party engagements represented a meaningful gap in the compliance program that, in hindsight, should have been treated as a higher priority.

She appeared genuinely surprised by the scale of the alleged improper payments — $4.73 million in total suspected improper payments, as identified by the forensic accounting review — and by the specific mechanisms through which the payments were allegedly made, including cash withdrawals booked under GL 7450 ("Community Relations Expenses") and in-kind benefits such as vehicles and travel provided to government officials.

Throughout the interview, Ms. Berenson was appropriately cautious about matters outside her direct knowledge. She consistently and carefully distinguished between facts she knew firsthand from her own work and observations, on the one hand, and information she had learned only through the investigation, on the other. This distinction was maintained throughout the interview and reflected a high degree of precision in her testimony.

No material inconsistencies in her account were identified by the interviewers. Her timeline of events — from receipt of the whistleblower complaint on August 19, 2024, through her escalation to Dr. Fiske on August 26, 2024, to the Audit Committee authorization on September 5, 2024 — was internally consistent and consistent with documentary evidence reviewed to date, including the Sentinel platform records and the Audit Committee meeting minutes.

XII. Follow-Up Items

The following items require follow-up action by the investigation team:

1. Escalation Memo. Obtain and review Ms. Berenson's August 26, 2024 escalation memorandum to Dr. Eleanor Fiske, Audit Committee Chair, to confirm that the memorandum is consistent with Ms. Berenson's description of its contents during this interview and to evaluate the quality and completeness of the preliminary assessment reflected therein.

2. Training Records. Obtain anti-corruption training completion records for TGM for all years of Ms. Berenson's tenure (2021–2024) and compare TGM completion rates to corporate averages on a year-by-year basis. Evaluate whether Torchlight made adequate efforts to ensure compliance training participation at TGM and whether deficiencies were appropriately escalated.

3. Crestfield Due Diligence Correspondence. Obtain and review the Q2 2022 email correspondence between Ms. Berenson and Marcus Delacroix regarding retrospective due diligence on Crestfield, as well as the email correspondence between Ms. Berenson and Patricia Sung on the same topic. These communications are critical to assessing the state of knowledge and decision-making at the General Counsel and VP Operations levels regarding the Crestfield due diligence gap.

4. Third-Party Due Diligence Procedures Manual. Review the Third-Party Due Diligence Procedures manual to assess whether the procedures required, recommended, or contemplated retroactive application to pre-existing engagements, and whether the decision not to apply the procedures retroactively was a policy decision or a gap in the procedures themselves.

5. Anti-Corruption Policy Distribution to TGM. Confirm whether the Anti-Corruption Policy (2020, revised 2022) was formally distributed to TGM personnel, including Delacroix and Osei-Bonsu, and whether written acknowledgment forms were obtained from TGM personnel. If acknowledgment forms were obtained from Delacroix and Osei-Bonsu, copies should be secured for the investigation file.

6. Berenson's Potential Exposure. Assess Ms. Berenson's potential exposure, if any, as a witness in connection with the SEC and DOJ investigations. Consider whether her knowledge of the Crestfield due diligence gap, her 2022 escalation, and her role in the preliminary review could give rise to regulatory scrutiny directed at her individually. Evaluate whether it is advisable to recommend that Ms. Berenson retain separate personal counsel.

7. Follow-Up Interview. Schedule a follow-up interview with Ms. Berenson if additional documents, forensic accounting findings, or other witness testimony raise new questions or require clarification of matters discussed in this initial interview.

8. Cross-Reference with Patricia Sung Interview. Cross-reference Ms. Berenson's account of the Q2 2022 interaction regarding Crestfield due diligence — including her characterization of Ms. Sung's instruction to "prioritize new engagements" — with Patricia Sung's interview testimony. Ms. Sung's interview is currently scheduled for April 9, 2025. Any discrepancies between the two accounts should be identified and explored.

XIII. Certification

This memorandum was prepared by Steven Hollander, Lead Associate, and Jasmine Thornton, Working Associate, based on notes taken by Ms. Thornton during the interview and the recollections of Messrs. Ashby and Hollander. The memorandum has been reviewed by Conrad Ashby, Responsible Partner.

This memorandum constitutes a privileged attorney work product prepared in anticipation of litigation and for the purpose of providing legal advice to Torchlight Mining Corp. in connection with the DOJ and SEC investigation into potential violations of the Foreign Corrupt Practices Act and related matters (C&H Matter No. 1039-00005). Distribution of this memorandum is restricted to members of the Calderwood & Harkness investigation team, Torchlight's General Counsel, and the Audit Committee of the Board of Directors. No copy of this memorandum, or any summary of its contents, should be distributed to any other person without the prior written approval of the Responsible Partner.

Prepared by:

________________________________________

Steven Hollander Lead Associate Calderwood & Harkness LLP

________________________________________

Jasmine Thornton Working Associate Calderwood & Harkness LLP

Reviewed by:

________________________________________

Conrad Ashby Responsible Partner Calderwood & Harkness LLP

Date: April 7, 2025

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and constitutes attorney work product prepared in anticipation of litigation. It is not to be disclosed to any person outside of the authorized distribution list without the prior written consent of the Responsible Partner. Unauthorized disclosure may result in waiver of applicable privileges. C&H Matter No. 1039-00005

Interview Date:	April 7, 2025
Interview Location:	Calderwood & Harkness LLP conference room, temporary offices at 200 King Street West, Suite 3400, Toronto, Ontario (Torchlight Mining Corp. headquarters)
Interviewers:	Conrad Ashby (Responsible Partner) and Steven Hollander (Lead Associate)
Court Reporter/Notes:	Jasmine Thornton (note-taker; no court reporter)
Duration:	Approximately 3 hours 15 minutes (9:00 a.m. – 12:15 p.m. EDT)
Witness Counsel:	None present; Berenson is a current employee of Torchlight Mining Corp.

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Conrad Ashby, Responsible Partner; File (C&H Matter No. 1039-00005)
FROM: Steven Hollander, Lead Associate; Jasmine Thornton, Working Associate
DATE: April 7, 2025
RE: Witness Interview — Nadia Berenson, Vice President, Compliance and Ethics, Torchlight Mining Corp.
I. Upjohn Warnings and Preliminary Matters
At the outset of the interview, Conrad Ashby administered Upjohn warnings (sometimes referred to as "corporate Miranda" warnings) to Ms. Berenson. Mr. Ashby explained the following to Ms. Berenson clearly and deliberately:
(a) Calderwood & Harkness LLP represents Torchlight Mining Corp. (the "Company") in this matter. The firm does not represent Ms. Berenson individually, and nothing said during the interview should be construed as creating an attorney-client relationship between Calderwood & Harkness and Ms. Berenson in her personal capacity.
(b) The interview is protected by the attorney-client privilege; however, the privilege belongs solely to Torchlight Mining Corp. as the client, and not to Ms. Berenson individually.
(c) Torchlight, acting through its Board of Directors or the Audit Committee of the Board, may elect in its sole discretion to waive the attorney-client privilege and disclose the substance of the interview, including this memorandum or any summary thereof, to third parties, including but not limited to the United States Department of Justice ("DOJ"), the United States Securities and Exchange Commission ("SEC"), the Royal Canadian Mounted Police, or any other governmental authority or regulatory body.
(d) Ms. Berenson should not discuss the substance of the interview with other Torchlight employees, former employees, or any third parties outside of communications with Calderwood & Harkness or in-house counsel in connection with the investigation.
(e) Ms. Berenson has the right to retain her own personal legal counsel at any time, including prior to or during the interview, if she wishes to do so.
Ms. Berenson confirmed that she understood each of the foregoing warnings. She stated that she did not wish to retain personal counsel at this time and agreed to proceed with the interview without separate legal representation.
Mr. Ashby then inquired regarding the Company's litigation hold. Ms. Berenson confirmed that she received and acknowledged the litigation hold notice issued by Patricia Sung, General Counsel and Corporate Secretary, dated March 17, 2025. She stated that she has preserved all responsive documents within her possession, custody, or control, including emails, electronic files, hard-copy files, and any personal device communications related to Torchlight business. Ms. Berenson further confirmed that she has not destroyed, deleted, or altered any documents, whether in electronic or hard-copy form, since receiving the litigation hold notice. She stated that she understood her ongoing obligation to preserve relevant materials.
With the preliminary matters concluded, the interview proceeded to substantive questioning at approximately 9:15 a.m.
II. Witness Background
Ms. Berenson provided the following background information:
Her full legal name is Nadia Berenson. She currently holds the title of Vice President, Compliance and Ethics at Torchlight Mining Corp. She is a Canadian citizen, forty-six years of age, and resides in Toronto, Ontario.
Ms. Berenson was appointed to her current role in 2021, which is also the year she joined Torchlight Mining Corp. Prior to joining the Company, she had approximately twelve years of experience in compliance roles at other mining and natural resources companies. She did not identify those companies by name during this interview but described her most recent prior position as a compliance director at a mid-cap natural resources company, where she was responsible for overseeing anti-corruption compliance and regulatory matters. Her career trajectory has focused specifically on compliance within the extractive industries sector.
At Torchlight, Ms. Berenson reports directly to Patricia Sung, General Counsel and Corporate Secretary. She also maintains a dotted-line reporting relationship to Dr. Eleanor Fiske, Chair of the Audit Committee of the Board of Directors, for purposes related to the ethics hotline and whistleblower matters. This dual reporting structure was established when Ms. Berenson joined the Company in 2021 and is designed to ensure that certain compliance matters — particularly whistleblower complaints implicating senior management — can be escalated directly to the Board level without requiring the approval or involvement of the General Counsel's office.
Ms. Berenson described her principal responsibilities as follows: she oversees Torchlight's global anti-corruption compliance program, including the Company's Anti-Corruption Policy; she administers the Code of Conduct; she manages the ethics hotline, which is operated by an external provider, Sentinel Compliance Solutions Inc.; she is responsible for the Company's third-party due diligence procedures for agents, consultants, and intermediaries; she oversees compliance training for all Torchlight personnel globally; and she maintains the Company's gift, hospitality, and entertainment tracking system.
Ms. Berenson manages a team of three compliance professionals, all of whom are based at the Toronto corporate headquarters. She noted — and this point is significant in the context of the investigation — that there are no dedicated compliance personnel stationed at Torchlight Ganara Mining S.A. ("TGM") or at any of the Company's operating subsidiaries in the Republic of Ganara. All compliance functions for the Ganaran operations are managed remotely from Toronto.
Ms. Berenson stated that she had no prior personal involvement in the Company's Ganaran operations before the whistleblower complaint was filed in August 2024. While she was generally aware that Torchlight operated mining concessions in West Africa, her day-to-day compliance work had been focused on other aspects of the global program, and she had not visited Ganara or had significant interactions with TGM personnel before the complaint prompted her review.
III. Receipt and Handling of the Whistleblower Complaint
A. Initial Receipt (August 19, 2024)
On August 19, 2024, Ms. Berenson received an automated notification from Sentinel Compliance Solutions Inc. ("Sentinel"), Torchlight's third-party ethics hotline provider, indicating that a new report had been filed through the Sentinel platform. The report was assigned Report ID: SCH-2024-08-4417. The report had been submitted in anonymous form through the Sentinel online portal.
Ms. Berenson reviewed the report on the same day it was received. The substance of the anonymous complaint stated the following, which Ms. Berenson read verbatim from her notes:
"Payments being made to government ministers through a fake consulting company in Mauritius to get mining permits approved faster. The country manager and VP from Toronto both know about it."
Ms. Berenson stated that she immediately recognized the complaint as warranting prompt and serious attention. Although the complaint was anonymous and did not identify specific individuals or entities by name, it contained sufficient specificity to enable her to connect the allegations to known persons and relationships within the Torchlight organization. Specifically, she noted the following elements: the reference to "Mauritius," which she could connect to a consulting relationship she would later identify in the vendor database; the reference to "government ministers" and "mining permits," which pointed to the Company's Ganaran operations; and the identification of two internal individuals — "the country manager" and "VP from Toronto" — which she immediately understood to refer to Raymond Osei-Bonsu, Country Manager of TGM, and Marcus Delacroix, Vice President, West Africa Operations, respectively. Ms. Berenson stated that these identifications were based on their respective roles within the organization and the fact that Ganara was the Company's primary West African operation.
Ms. Berenson stated that she understood the gravity of the allegations from the outset. The complaint, if substantiated, would implicate potential violations of the U.S. Foreign Corrupt Practices Act ("FCPA"), the Canadian Corruption of Foreign Public Officials Act ("CFPOA"), and potentially other anti-corruption statutes.
B. Initial Assessment and Research (August 19–25, 2024)
Over the period from August 19 through August 25, 2024, Ms. Berenson conducted a preliminary assessment and research effort to evaluate the whistleblower complaint before escalating it to the Audit Committee Chair.
Ms. Berenson first accessed Torchlight's vendor database and identified Crestfield Advisory Partners Ltd. ("Crestfield"), a Mauritius-incorporated entity, as a vendor engaged by Torchlight Ganara Holdings Ltd. ("TGH"), the Company's intermediate holding company for its Ganaran operations. This identification was consistent with the whistleblower's reference to "a fake consulting company in Mauritius."
Ms. Berenson then reviewed the compliance files maintained by her team and discovered that no due diligence file existed for Crestfield in Torchlight's compliance records. She characterized this absence as a "significant concern" and one that was immediately troubling to her, given the nature of the alleged relationship. She checked Torchlight's third-party risk management system and confirmed that no anti-corruption due diligence questionnaire had been completed for Crestfield or its principal, Jean-Philippe Renard. No background check or screening of any kind had been performed on either the entity or its principal through the Company's compliance processes.
Ms. Berenson also reviewed general ledger summaries that were accessible to her in the ordinary course of her compliance responsibilities. She identified that TGH had made substantial payments to Crestfield over time but stated that she did not have access to invoice-level detail. Obtaining that level of detail would have required her to make a request to Diane Fournier, Vice President, Finance, or to the finance team at TGM. At this stage, Ms. Berenson elected not to make such a request.
Critically, Ms. Berenson stated that she made a deliberate decision not to contact Marcus Delacroix, Raymond Osei-Bonsu, or any TGM personnel during this preliminary assessment phase. Her rationale was to avoid tipping off potential subjects of the investigation and to preserve the integrity of any subsequent inquiry. This decision was consistent with her training and experience in handling whistleblower complaints that implicate senior personnel.
C. Escalation to Audit Committee Chair (August 26, 2024)
On August 26, 2024, Ms. Berenson escalated the whistleblower complaint to Dr. Eleanor Fiske, Chair of the Audit Committee, via a confidential in-person meeting at Torchlight's Toronto headquarters. Ms. Berenson prepared a written escalation memorandum summarizing the complaint, her preliminary findings, and her assessment of the seriousness of the allegations. She delivered this memorandum to Dr. Fiske at the meeting.
On the same date, Ms. Berenson also notified Patricia Sung, General Counsel and Corporate Secretary, of the existence and substance of the whistleblower complaint. Ms. Berenson stated that both Dr. Fiske and Ms. Sung were notified simultaneously, consistent with her dual reporting structure.
Ms. Berenson recommended that the Audit Committee authorize a preliminary internal review to gather additional facts and documents before determining whether outside counsel should be engaged. She stated that her recommendation was based on the specificity and seriousness of the allegations and the absence of any due diligence file for Crestfield.
Ms. Berenson stated that she did not notify Gerald Vandermeer, CEO of Torchlight, at this stage. She explained that this decision was made on the advice of Dr. Fiske. The rationale was that the whistleblower complaint implicated Marcus Delacroix, who was a direct report of the CEO, and that notifying the CEO at this early stage could compromise the integrity of the review. Ms. Berenson stated that she agreed with Dr. Fiske's assessment on this point.
D. Audit Committee Authorization (September 5, 2024)
On September 5, 2024, the Audit Committee convened a meeting attended by its three members: Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen. At this meeting, the Audit Committee authorized a preliminary internal review of the matters raised in the whistleblower complaint.
Ms. Berenson was directed by the Audit Committee to conduct a fact-gathering exercise, working in coordination with the General Counsel's office. Notably, the Audit Committee did not authorize the engagement of outside counsel at this initial stage. The scope of the preliminary review was deliberately limited: Ms. Berenson was tasked with gathering documents related to the Crestfield engagement and the Company's Ganaran operations, but she was not authorized to conduct formal witness interviews of Delacroix, Osei-Bonsu, or other potentially implicated personnel.
Ms. Berenson stated that she understood the Audit Committee's decision to limit the scope at this stage as a prudent first step designed to gather sufficient information to inform a decision about whether a full-scale investigation — including the engagement of outside counsel — was warranted.
IV. Knowledge of the Crestfield Advisory Engagement
A. Prior Awareness
Ms. Berenson stated unequivocally that she first became aware of the existence of Crestfield Advisory Partners Ltd. when she reviewed the vendor database following receipt of the whistleblower complaint in August 2024. She had no prior knowledge of, or involvement in, the engagement of Crestfield at any point during her tenure at Torchlight.
The Government Relations Advisory Agreement between TGH and Crestfield is dated April 12, 2019. This agreement was executed approximately two years before Ms. Berenson joined Torchlight in 2021. She was not consulted on the selection, vetting, or retention of Crestfield as a consultant to TGH. She was not aware of any competitive selection process or request-for-proposal exercise that preceded the engagement. She stated that, based on her review of available records during the preliminary review, it appeared that Crestfield was engaged directly at the initiative of Marcus Delacroix, without a competitive process.
Ms. Berenson addressed the question of why the Crestfield engagement was not captured by the Company's compliance processes after she joined. She explained that under Torchlight's Anti-Corruption Policy, which was first adopted in 2020 and subsequently revised in 2022, all new engagements of government-relations agents, consultants, or intermediaries are required to undergo enhanced due diligence. This enhanced due diligence process includes completion of an anti-corruption questionnaire by the third party, independent background screening conducted by an external vendor, risk-tier classification, and final sign-off by the VP Compliance (i.e., Ms. Berenson). However, the Crestfield engagement predated the adoption of the Anti-Corruption Policy, and the policy was never retroactively applied to pre-existing third-party engagements. This gap is discussed further in Section V below.
B. Red Flags Identified During Preliminary Review (September–October 2024)
During the course of the preliminary internal review authorized by the Audit Committee on September 5, 2024, Ms. Berenson identified or became aware of the following red flags associated with the Crestfield engagement:
1.  Absence of due diligence file. No due diligence file of any kind on Crestfield existed in Torchlight's compliance records. There was no anti-corruption questionnaire, no background screening report, no risk-tier classification, and no compliance sign-off for the engagement. This was a fundamental deficiency.
2.  Shell entity characteristics. Crestfield appeared to have no website, no publicly identifiable employees other than its sole principal, Jean-Philippe Renard, and was registered at an address matching a registered-agent office in Port Louis, Mauritius (7th Floor, Nexus Tower, Ebène Cybercity). Ms. Berenson stated that these characteristics were, in her experience, consistent with a shell entity and constituted a significant red flag for anti-corruption purposes.
3.  Personal introduction by Delacroix. Ms. Berenson learned during the preliminary review, through a review of email correspondence obtained from TGH files, that Renard had been personally introduced by Marcus Delacroix. The personal introduction of a consultant by the executive responsible for the relevant business unit, without any independent vetting or competitive process, was identified by Ms. Berenson as a red flag.
4.  Inadequate anti-corruption contractual provisions. The Crestfield Advisory Agreement contained a general anti-corruption representation at Clause 9.2, pursuant to which Crestfield warranted compliance with "all applicable anti-corruption laws." However, the agreement did not specifically reference the U.S. Foreign Corrupt Practices Act or the Canadian Corruption of Foreign Public Officials Act. Ms. Berenson noted that current best practices and the Company's own revised policies require specific statutory references in anti-corruption representations.
5.  No audit rights clause. The agreement contained no clause granting Torchlight or TGH the right to audit Crestfield's books, records, or financial statements. The absence of audit rights significantly limited the Company's ability to verify that payments to Crestfield were being used for legitimate purposes.
6.  Payments substantially exceeding expected amounts. Ms. Berenson was informed by Diane Fournier, Vice President, Finance, that total payments to Crestfield had exceeded $3 million. Ms. Berenson stated that this amount was significantly above what the contractual terms of the agreement would have contemplated, though she did not have the detailed invoice-by-invoice breakdown at that stage. She flagged the quantum of payments as an additional concern warranting further investigation.
7.  Absence of gift/hospitality/entertainment tracking submissions. Ms. Berenson noted that there were no Crestfield-related submissions in Torchlight's gift, hospitality, and entertainment tracking system. Given that Crestfield's stated role was government-relations advisory, the complete absence of any reported gifts, hospitality, or entertainment associated with the engagement was, in her view, anomalous and concerning.
C. Scope of Berenson's Knowledge
Ms. Berenson was careful to delineate the boundaries of her knowledge regarding the Crestfield engagement and the broader allegations of improper payments.
She stated that she had no direct knowledge of the ultimate disposition of payments made by TGH to Crestfield. She did not know, from her own direct knowledge, whether any portion of those payments was funneled to Ganaran government officials or used for any purpose other than the stated government-relations advisory services.
Ms. Berenson stated that she was not aware of the identities of specific Ganaran government officials alleged to have received improper payments — namely, the Honorable Boubacar Diallo, former Minister of Mines and Natural Resources (serving 2018–2023); Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment; and Col. Ibrahim Konaté, former Regional Prefect of Kousseri Province (serving 2019–2023) — until she was informed of these identities after the Calderwood & Harkness investigation commenced.
Similarly, Ms. Berenson stated that she had no knowledge of the cash withdrawals made by TGM personnel and booked under General Ledger account 7450 ("Community Relations Expenses") or of the in-kind benefits allegedly provided to government officials, including vehicles and travel, until these matters were identified and flagged by the forensic accounting review conducted as part of the investigation.
V. Torchlight's Anti-Corruption Compliance Program
A. Program Overview
Ms. Berenson provided a detailed description of Torchlight's global anti-corruption compliance program, which she has overseen in her capacity as Vice President, Compliance and Ethics since joining the Company in 2021. The key components of the program are as follows:
Anti-Corruption Policy (adopted 2020, revised 2022). The Anti-Corruption Policy is the cornerstone of the Company's compliance framework. It expressly prohibits payments, offers, or promises of anything of value to government officials for the purpose of obtaining or retaining business or securing any improper advantage. The policy requires enhanced due diligence on all third-party intermediaries engaged in government-facing activities, including agents, consultants, and lobbyists. It mandates compliance sign-off by the VP Compliance for all such engagements. The policy was first adopted in 2020, prior to Ms. Berenson's arrival, and was revised under her supervision in 2022 to strengthen certain provisions.
Code of Conduct. The Company maintains a Code of Conduct that sets forth general principles of ethical behavior applicable to all employees and officers globally, including personnel at subsidiary entities. The Code of Conduct addresses, among other topics, anti-corruption, conflicts of interest, gifts and hospitality, and reporting obligations.
Third-Party Due Diligence Procedures. These procedures require the completion of an anti-corruption questionnaire by all prospective agents, consultants, and intermediaries engaged in government-facing activities. The questionnaire is supplemented by independent background screening performed by an external vendor. Based on the results of the questionnaire and screening, each third party is assigned a risk-tier classification (low, medium, or high), which determines the level of ongoing monitoring and the frequency of periodic reviews. High-risk third parties are subject to annual re-certification.
Anti-Corruption Training. The Company conducts annual online anti-corruption training modules for all corporate and subsidiary employees. In addition, designated high-risk personnel — defined as those in roles involving regular interaction with government officials or third-party intermediaries in high-risk jurisdictions — are required to participate in in-person training sessions. Ms. Berenson's team is responsible for the design, delivery, and tracking of these training programs.
Gift, Hospitality, and Entertainment Policy. This policy requires pre-approval and tracking of all gifts, hospitality, and entertainment provided to government officials above a de minimis threshold of $100. Submissions are made through an electronic tracking system maintained by the compliance team. The policy is designed to ensure transparency and to prevent the provision of improper benefits to government officials.
Ethics Hotline. The Company's ethics hotline is operated by Sentinel Compliance Solutions Inc., an independent third-party provider. The hotline is available in English, French, and local languages relevant to the Company's operations. Anonymous reporting is permitted and encouraged. Reports filed through the hotline generate automated notifications to Ms. Berenson and, depending on the nature of the report, to the Audit Committee Chair.
B. Compliance Program Gaps Identified by Berenson
Ms. Berenson was candid in acknowledging a number of significant gaps in the implementation and effectiveness of the compliance program, particularly as applied to the Company's Ganaran operations. She identified the following deficiencies:
1.  Retroactive due diligence on pre-existing engagements. The 2020 Anti-Corruption Policy was not applied retroactively to third-party engagements that predated the policy's adoption. This meant that the Crestfield Advisory Agreement, dated April 12, 2019, was never subjected to the enhanced due diligence procedures required under the policy for government-relations intermediaries. Ms. Berenson stated that she raised this gap with Patricia Sung, General Counsel, in early 2022, shortly after she completed the revision of the Anti-Corruption Policy. She recommended that all pre-existing third-party engagements in high-risk jurisdictions be subjected to retroactive due diligence. Ms. Berenson stated that no remedial action was taken in response to her recommendation. She was told that the compliance team should prioritize due diligence on new engagements and that legacy relationships would be addressed "in due course." This issue was never revisited prior to the whistleblower complaint.
2.  No dedicated compliance personnel in Ganara. TGM had no on-the-ground compliance officer, compliance liaison, or compliance-designated personnel of any kind. All compliance functions for the Ganaran operations were managed remotely from the Toronto headquarters. Ms. Berenson stated that this arrangement severely limited the compliance team's visibility into day-to-day operations, vendor relationships, and government interactions occurring in-country. She acknowledged that the absence of dedicated in-country compliance resources was a structural weakness in the program.
3.  Low training completion rates at TGM. Ms. Berenson stated that annual anti-corruption training completion rates for TGM personnel were significantly and persistently lower than the corporate averages. For 2023, the most recent full year for which data was available at the time of the interview, the completion rate for TGM expatriate staff was approximately 62%, and the completion rate for local Ganaran employees was approximately 38%. By comparison, the completion rate for Toronto-based corporate staff was 94%. Ms. Berenson stated that her team had made repeated efforts to improve completion rates at TGM, including sending reminder emails and extending deadlines, but acknowledged that these efforts were largely unsuccessful. She attributed the low completion rates in part to language barriers, limited internet connectivity at remote mine sites, and a lack of emphasis on compliance at the subsidiary management level.
4.  Delegation of Authority Policy enforcement. Ms. Berenson was aware that Torchlight's Delegation of Authority Policy required dual approval for all expenditures exceeding $50,000. However, she stated that she had no operational role in enforcing this financial control, which fell under the purview of the finance function rather than the compliance function. She was not aware until the investigation commenced that fourteen of twenty-four Crestfield invoices exceeding the $50,000 threshold had been approved solely by Raymond Osei-Bonsu, without the required secondary authorization. She stated that this represented a significant breakdown in financial controls.
5.  Absence of gift/hospitality/entertainment tracking for TGM. Ms. Berenson noted that TGM personnel submitted virtually no entries into Torchlight's gift, hospitality, and entertainment tracking system throughout the period she had overseen the program. This was despite the fact that TGM's operations were inherently government-facing and involved regular interaction with mining regulators, environmental officials, and provincial authorities. She characterized the absence of tracking submissions from TGM as a "blind spot" in the compliance program and stated that it should have been identified and addressed earlier.
6.  Tone at the subsidiary level. Ms. Berenson expressed broader concern that the compliance culture at TGM was significantly weaker than the compliance culture at the corporate level in Toronto. She attributed this disparity in part to the geographic remoteness of TGM's operations, the cultural and linguistic distance between the Toronto compliance team and Ganaran personnel, and — most significantly — the dominant influence of Marcus Delacroix and Raymond Osei-Bonsu over the subsidiary's day-to-day activities. Ms. Berenson stated that Delacroix in particular set a tone at TGM that did not prioritize compliance, and that his resistance to compliance initiatives had a cascading effect on the broader subsidiary culture.
VI. Berenson's Assessment of Marcus Delacroix and Raymond Osei-Bonsu
A. Marcus Delacroix
Ms. Berenson stated that she had limited direct interaction with Marcus Delacroix during her tenure at Torchlight. Delacroix spent the majority of his time either traveling or based in West Africa, and his presence at the Toronto headquarters was infrequent. Their interactions were largely confined to periodic meetings at which compliance topics were discussed in the context of broader operational reviews.
Ms. Berenson described Delacroix as "protective of his territory." She stated that he was generally unreceptive to compliance initiatives that he perceived as impediments to business operations in West Africa, and that he viewed the compliance function as an obstacle rather than a business partner. She characterized his attitude toward compliance as one of toleration rather than genuine engagement.
Ms. Berenson recalled one specific interaction in approximately the second quarter of 2022 that is particularly relevant to this investigation. During this interaction, she raised with Delacroix the need to conduct retrospective due diligence on Crestfield Advisory Partners Ltd. and other legacy third-party relationships in Ganara. According to Ms. Berenson, Delacroix responded that the Crestfield relationship was "critical to maintaining the company's government relationships" in Ganara and that subjecting it to a compliance review would be "disruptive and unnecessary." Ms. Berenson stated that Delacroix's response was dismissive and that he did not engage substantively with her concerns about the absence of due diligence on Crestfield.
Ms. Berenson escalated this interaction to Patricia Sung, General Counsel, contemporaneously. She stated that Ms. Sung's response was to instruct her to "prioritize new engagements" and that legacy relationships would be addressed "in due course." Ms. Berenson stated that she followed these instructions but documented her concerns in email correspondence, which she has identified as available for the investigation.
With respect to Delacroix's use of personal email for business communications, Ms. Berenson stated that this was known to her compliance team as a general concern. The compliance team had issued company-wide reminders regarding the requirement to use company email for all business-related communications, but Ms. Berenson could not confirm that Delacroix complied with these reminders. She stated that she learned through the Calderwood & Harkness investigation that Delacroix had used his personal email account in thirty-seven identified communications with Jean-Philippe Renard, the principal of Crestfield.
Ms. Berenson confirmed that Delacroix resigned from Torchlight on November 15, 2024, following the commencement of the preliminary internal review. She stated that she was not involved in the circumstances of his departure and did not participate in any discussions with Delacroix regarding his resignation. She was informed that Delacroix is currently residing in Lyon, France, at 47 Rue de la République, 69002 Lyon, and that he is represented by Helen Whitmore of Whitmore & Sharpe LLP in Washington, D.C.
B. Raymond Osei-Bonsu
Ms. Berenson stated that she had even less interaction with Raymond Osei-Bonsu than with Delacroix. Osei-Bonsu was based full-time in Ganara and reported directly to Delacroix. Ms. Berenson's interactions with Osei-Bonsu were limited to occasional group calls and compliance-related email communications.
Ms. Berenson described Osei-Bonsu as the "operational gatekeeper" in Ganara. She stated that he controlled relationships with local government officials, managed day-to-day vendor relationships — including the Crestfield engagement — and exercised significant autonomy over TGM's operations. She characterized his role as one of substantial independent authority, with limited oversight from the Toronto headquarters.
Ms. Berenson stated that she checked training records and confirmed that Osei-Bonsu did not attend any anti-corruption training sessions conducted by the Toronto compliance team during either 2022 or 2023. She stated that this was despite the fact that, as Country Manager of TGM, he occupied a role that would be classified as "high-risk" under the Company's training framework and should have been subject to mandatory in-person training.
Ms. Berenson stated that she was not aware of Osei-Bonsu's specific role in approving Crestfield invoices until the investigation revealed the extent of his involvement. In particular, she learned through the investigation that Osei-Bonsu was the sole approver on fourteen Crestfield invoices that exceeded the $50,000 threshold under the Delegation of Authority Policy, each of which should have required dual approval.
Ms. Berenson confirmed that Osei-Bonsu's employment with TGM was terminated on January 8, 2025. She stated that Osei-Bonsu is represented by Barrister Emeka Okoro of Okoro Law Chambers in Ganara.
VII. Berenson's Knowledge of Specific Government Officials
Ms. Berenson stated that she had no personal knowledge of, or interaction with, any of the Ganaran government officials identified in the investigation. Specifically, she stated the following:
•  She had no knowledge of or contact with the Honorable Boubacar Diallo, who served as Minister of Mines and Natural Resources for the Republic of Ganara from 2018 to 2023.
•  She had no knowledge of or contact with Amadou Traoré, Director of Environmental Permitting at the Ministry of Environment of the Republic of Ganara.
•  She had no knowledge of or contact with Col. Ibrahim Konaté, who served as Regional Prefect of Kousseri Province from 2019 to 2023.
Ms. Berenson stated that she was not aware of any direct payments, gifts, in-kind benefits, or anything of value provided by Torchlight, TGH, TGM, Crestfield, or any other party on behalf of Torchlight to any of these individuals until she was informed of the allegations during the Calderwood & Harkness investigation.
Ms. Berenson further stated that TGM personnel never submitted any pre-approval requests for gifts or hospitality involving any of the above-named officials — or any other Ganaran government officials — through Torchlight's gift, hospitality, and entertainment compliance tracking system. As noted above, TGM personnel submitted virtually no entries of any kind into the tracking system during the relevant period.
VIII. Berenson's Knowledge of Specific Mining Permits
Ms. Berenson stated that she was generally aware that TGM held mining licenses and environmental approvals in the Republic of Ganara, as this was a matter of general corporate knowledge within the organization. However, she had no involvement in the permit application or approval processes and was not consulted on any aspect of obtaining these licenses.
Ms. Berenson stated that she was not aware of the specific timeline or circumstances of issuance for the following permits and licenses:
•  Kousseri Mining License (KCC-2019-0047), issued September 14, 2019
•  Kousseri Environmental Impact Approval (ENV-KCC-2020-113), issued March 27, 2020
•  Dembélé Exploration License (DRE-2021-0092), issued July 8, 2021
•  Dembélé Mining License Upgrade (DRE-M-2023-0018), issued February 14, 2023
•  Kousseri Expansion Permit (KCC-2019-0047-A1), issued April 3, 2024
Ms. Berenson stated that she was not aware, until informed during the investigation, that the Kousseri Mining License was obtained approximately four months faster than the statutory average processing time in Ganara. She stated that she did not have any basis for evaluating whether the processing times for any of these permits were unusual or indicative of improper influence.
IX. SEC and DOJ Matters
Ms. Berenson stated that she is aware of the principal regulatory proceedings arising from the investigation. Specifically, she was aware of the SEC's formal order of investigation (File No. HO-14892), which was issued on January 22, 2025, and of the SEC document subpoena that was served on the Company on February 3, 2025. She was also aware of the DOJ's voluntary document preservation request, dated February 14, 2025.
Ms. Berenson stated that she has been involved in the internal process of identifying and collecting responsive compliance-related documents for the SEC production. This involvement has included working with her compliance team to assemble policy documents, training records, ethics hotline records, and other materials maintained by the compliance function.
Ms. Berenson stated that she was not involved in the preparation or filing of Torchlight's Form 8-K filed with the SEC on February 7, 2025, which disclosed the existence of the SEC investigation. She stated that the 8-K was handled by Patricia Sung, General Counsel, in coordination with the Company's securities counsel at Bartlett Keene & Ostrander LLP, specifically Richard Bartlett III. Ms. Berenson did not review or comment on the 8-K prior to its filing.
Ms. Berenson stated that she was aware of the decline in Torchlight's share price following the 8-K disclosure. She stated that the share price declined from CAD $34.80 to CAD $27.15, representing a decline of approximately 22.0%. She was also aware of the governance inquiry letters received by the Board from Kingsley Institutional Partners LP, sent by Annette Kingsley, which she described as "putting pressure on the Board" to take remedial action. Ms. Berenson stated that she was not directly involved in responding to the governance inquiry letters but was aware of them through internal communications.
X. Documents Identified by Witness
During the course of the interview, Ms. Berenson identified the following documents as relevant to the investigation and confirmed that they are available in her files, in the compliance team's records, or in other Company records accessible to her:
1.  The original whistleblower complaint (Report ID: SCH-2024-08-4417) as filed through the Sentinel Compliance Solutions Inc. platform, including the anonymous narrative submission and associated metadata.
2.  Ms. Berenson's escalation memorandum to Dr. Eleanor Fiske, Chair of the Audit Committee, dated August 26, 2024, summarizing the whistleblower complaint, her preliminary assessment, and her recommendation to authorize an internal review.
3.  The Torchlight Mining Corp. Anti-Corruption Policy (original version adopted 2020; revised version dated 2022).
4.  The Torchlight Mining Corp. Code of Conduct (current version in effect).
5.  The Third-Party Due Diligence Procedures manual, which sets forth the requirements for anti-corruption questionnaires, background screening, risk-tier classification, and compliance sign-off for third-party intermediaries.
6.  Anti-corruption training completion records for 2021, 2022, 2023, and 2024, including completion rates broken down by business unit and specifically reflecting TGM completion rates for both expatriate and local Ganaran personnel.
7.  Reports from the gift, hospitality, and entertainment tracking system reflecting the absence of any submissions from TGM personnel during the relevant period.
8.  Email correspondence between Ms. Berenson and Marcus Delacroix from approximately Q2 2022, in which Ms. Berenson raised the need for retrospective due diligence on Crestfield Advisory Partners Ltd. and other legacy third-party relationships in Ganara.
9.  Email correspondence between Ms. Berenson and Patricia Sung, General Counsel, from 2022, in which Ms. Berenson raised the gap in retroactive due diligence and Ms. Sung provided direction regarding prioritization.
10.  Minutes of the Audit Committee meeting held on September 5, 2024, at which the Audit Committee authorized the preliminary internal review.
Ms. Berenson confirmed that she would produce or make available all of the foregoing documents to the Calderwood & Harkness investigation team promptly upon request. She stated that she was not aware of any additional documents in her possession that were responsive to the investigation but that she would conduct a further review and notify the team of any additional materials identified.
XI. Assessment of Credibility and Demeanor
Ms. Berenson appeared forthcoming and cooperative throughout the approximately three-hour-and-fifteen-minute interview. She responded to questions directly and without evasion. She did not request breaks or decline to answer any question posed to her.
She was candid in acknowledging the deficiencies in Torchlight's compliance program as applied to the Ganaran operations and did not attempt to minimize the significance of the gaps she identified. She spoke openly about the absence of retroactive due diligence on Crestfield, the lack of dedicated compliance personnel in Ganara, the low training completion rates at TGM, and the absence of gift and hospitality tracking submissions from TGM personnel.
Ms. Berenson expressed visible frustration regarding the fact that her concerns about retroactive due diligence on Crestfield, raised in early 2022, were not acted upon by the General Counsel's office. She stated that she believed the failure to conduct retroactive due diligence on pre-existing third-party engagements represented a meaningful gap in the compliance program that, in hindsight, should have been treated as a higher priority.
She appeared genuinely surprised by the scale of the alleged improper payments — $4.73 million in total suspected improper payments, as identified by the forensic accounting review — and by the specific mechanisms through which the payments were allegedly made, including cash withdrawals booked under GL 7450 ("Community Relations Expenses") and in-kind benefits such as vehicles and travel provided to government officials.
Throughout the interview, Ms. Berenson was appropriately cautious about matters outside her direct knowledge. She consistently and carefully distinguished between facts she knew firsthand from her own work and observations, on the one hand, and information she had learned only through the investigation, on the other. This distinction was maintained throughout the interview and reflected a high degree of precision in her testimony.
No material inconsistencies in her account were identified by the interviewers. Her timeline of events — from receipt of the whistleblower complaint on August 19, 2024, through her escalation to Dr. Fiske on August 26, 2024, to the Audit Committee authorization on September 5, 2024 — was internally consistent and consistent with documentary evidence reviewed to date, including the Sentinel platform records and the Audit Committee meeting minutes.
XII. Follow-Up Items
The following items require follow-up action by the investigation team:
1.  Escalation Memo. Obtain and review Ms. Berenson's August 26, 2024 escalation memorandum to Dr. Eleanor Fiske, Audit Committee Chair, to confirm that the memorandum is consistent with Ms. Berenson's description of its contents during this interview and to evaluate the quality and completeness of the preliminary assessment reflected therein.
2.  Training Records. Obtain anti-corruption training completion records for TGM for all years of Ms. Berenson's tenure (2021–2024) and compare TGM completion rates to corporate averages on a year-by-year basis. Evaluate whether Torchlight made adequate efforts to ensure compliance training participation at TGM and whether deficiencies were appropriately escalated.
3.  Crestfield Due Diligence Correspondence. Obtain and review the Q2 2022 email correspondence between Ms. Berenson and Marcus Delacroix regarding retrospective due diligence on Crestfield, as well as the email correspondence between Ms. Berenson and Patricia Sung on the same topic. These communications are critical to assessing the state of knowledge and decision-making at the General Counsel and VP Operations levels regarding the Crestfield due diligence gap.
4.  Third-Party Due Diligence Procedures Manual. Review the Third-Party Due Diligence Procedures manual to assess whether the procedures required, recommended, or contemplated retroactive application to pre-existing engagements, and whether the decision not to apply the procedures retroactively was a policy decision or a gap in the procedures themselves.
5.  Anti-Corruption Policy Distribution to TGM. Confirm whether the Anti-Corruption Policy (2020, revised 2022) was formally distributed to TGM personnel, including Delacroix and Osei-Bonsu, and whether written acknowledgment forms were obtained from TGM personnel. If acknowledgment forms were obtained from Delacroix and Osei-Bonsu, copies should be secured for the investigation file.
6.  Berenson's Potential Exposure. Assess Ms. Berenson's potential exposure, if any, as a witness in connection with the SEC and DOJ investigations. Consider whether her knowledge of the Crestfield due diligence gap, her 2022 escalation, and her role in the preliminary review could give rise to regulatory scrutiny directed at her individually. Evaluate whether it is advisable to recommend that Ms. Berenson retain separate personal counsel.
7.  Follow-Up Interview. Schedule a follow-up interview with Ms. Berenson if additional documents, forensic accounting findings, or other witness testimony raise new questions or require clarification of matters discussed in this initial interview.
8.  Cross-Reference with Patricia Sung Interview. Cross-reference Ms. Berenson's account of the Q2 2022 interaction regarding Crestfield due diligence — including her characterization of Ms. Sung's instruction to "prioritize new engagements" — with Patricia Sung's interview testimony. Ms. Sung's interview is currently scheduled for April 9, 2025. Any discrepancies between the two accounts should be identified and explored.
XIII. Certification
This memorandum was prepared by Steven Hollander, Lead Associate, and Jasmine Thornton, Working Associate, based on notes taken by Ms. Thornton during the interview and the recollections of Messrs. Ashby and Hollander. The memorandum has been reviewed by Conrad Ashby, Responsible Partner.
This memorandum constitutes a privileged attorney work product prepared in anticipation of litigation and for the purpose of providing legal advice to Torchlight Mining Corp. in connection with the DOJ and SEC investigation into potential violations of the Foreign Corrupt Practices Act and related matters (C&H Matter No. 1039-00005). Distribution of this memorandum is restricted to members of the Calderwood & Harkness investigation team, Torchlight's General Counsel, and the Audit Committee of the Board of Directors. No copy of this memorandum, or any summary of its contents, should be distributed to any other person without the prior written approval of the Responsible Partner.
Prepared by:
________________________________________
Steven Hollander Lead Associate Calderwood & Harkness LLP
________________________________________
Jasmine Thornton Working Associate Calderwood & Harkness LLP
Reviewed by:
________________________________________
Conrad Ashby Responsible Partner Calderwood & Harkness LLP
Date: April 7, 2025
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and constitutes attorney work product prepared in anticipation of litigation. It is not to be disclosed to any person outside of the authorized distribution list without the prior written consent of the Responsible Partner. Unauthorized disclosure may result in waiver of applicable privileges. C&H Matter No. 1039-00005
Interview Date: | April 7, 2025
Interview Location: | Calderwood & Harkness LLP conference room, temporary offices at 200 King Street West, Suite 3400, Toronto, Ontario (Torchlight Mining Corp. headquarters)
Interviewers: | Conrad Ashby (Responsible Partner) and Steven Hollander (Lead Associate)
Court Reporter/Notes: | Jasmine Thornton (note-taker; no court reporter)
Duration: | Approximately 3 hours 15 minutes (9:00 a.m. – 12:15 p.m. EDT)
Witness Counsel: | None present; Berenson is a current employee of Torchlight Mining Corp.

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