1039-00005 · Torchlight Mining Corp · Witness Interviews

interview-memo-thomas-achebe.docx DOCUMENT Litigation

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT

This memorandum was prepared at the direction of counsel in anticipation of litigation. It reflects attorney mental impressions, conclusions, opinions, and legal theories, and is protected from disclosure by the attorney-client privilege and the work-product doctrine. This document should not be disclosed to any person other than authorized representatives of the client without the express written authorization of Calderwood & Harkness LLP.

CALDERWOOD & HARKNESS LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019

C&H Matter No. 1039-00005

MEMORANDUM

TO: Conrad Ashby, Responsible Partner

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

DATE: April 28, 2025

RE: Witness Interview Memorandum — Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A.

SUBJECT MATTER: Internal Investigation — Torchlight Mining Corp. — Potential FCPA Violations

I. Interview Logistics

Witness. Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A. ("TGM"). Mr. Achebe is a Ganaran citizen, age 41. He has been employed by TGM continuously from approximately March 2019 to the present. His office is located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara.

Date and Time of Interview. The interview was conducted on April 28, 2025, as part of the second wave of witness interviews in the Ganara phase of the investigation.

Format. The interview was conducted by videoconference. Mr. Achebe joined the call from TGM's offices in Libreville. The interviewers participated from Calderwood & Harkness's New York office.

Duration. The interview lasted approximately three and one-half (3.5) hours, including one fifteen-minute break taken at approximately the midpoint of the session.

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

Counsel Present for the Witness. None. At the outset of the interview, Mr. Achebe confirmed that he did not have personal counsel, that he had not retained personal counsel in connection with this matter, and that he did not request an adjournment to obtain personal counsel before proceeding with the interview.

Note-Taker. Jasmine Thornton.

Status of Witness. Mr. Achebe is a current employee of TGM. He is not a subject or target of the investigation at this time. He has been categorized as a fact witness for purposes of the Witness Interview Protocol.

II. Upjohn Warnings Administered

At the outset of the interview, before any substantive questions were posed, Steven Hollander administered the standard Upjohn/corporate Miranda warnings, consistent with the Witness Interview Protocol approved by the Audit Committee of Torchlight Mining Corp. for this investigation. Mr. Hollander explained the following points to Mr. Achebe:

(a) Calderwood & Harkness LLP represents Torchlight Mining Corp. and its subsidiaries, including TGM, in connection with this matter. Calderwood & Harkness LLP does not represent Mr. Achebe individually, and the firm's engagement does not create an attorney-client relationship between the firm and Mr. Achebe in his personal capacity.

(b) The interview is being conducted as part of an internal investigation undertaken at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. The purpose of the investigation is to examine certain payments and transactions involving TGM and related entities.

(c) The communications during the interview are protected by the attorney-client privilege. However, the privilege belongs to the company — specifically, to Torchlight Mining Corp. and its subsidiaries — and not to Mr. Achebe personally. Mr. Achebe cannot assert the privilege on his own behalf with respect to the substance of this interview.

(d) The company may elect, in its sole discretion, to waive the attorney-client privilege and disclose the substance of the interview, including Mr. Achebe's statements, to third parties. Such third parties may include, without limitation, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, and other government regulators or enforcement authorities.

(e) Mr. Achebe should not disclose the substance of the interview, the questions asked, or the topics discussed to anyone other than his own personal counsel, if retained. He should not discuss the interview with other employees of TGM or Torchlight Mining Corp., including any other witnesses who may be interviewed in connection with this investigation.

(f) Mr. Achebe's participation in the interview was voluntary. However, as a current employee of TGM, his cooperation with the investigation is expected and consistent with his obligations under his employment agreement and applicable company policies.

After each of the foregoing points was explained, Mr. Achebe confirmed that he understood each point. He was given the opportunity to ask questions about the Upjohn warnings and did not have any. Mr. Achebe affirmatively stated that he was willing to proceed with the interview without personal counsel present.

III. Background and Role

A. Employment History

Mr. Achebe stated that he joined TGM in approximately March 2019, shortly after TGM became operationally active in the Republic of Ganara. He explained that he had previously worked as a senior accountant at a regional mining services company in West Africa and had been recruited to TGM based on his financial management experience in the extractive industries sector.

Mr. Achebe was hired by Raymond Osei-Bonsu, who served as the Country Manager for TGM throughout Mr. Achebe's tenure. Mr. Osei-Bonsu was Mr. Achebe's direct supervisor and the individual from whom Mr. Achebe received the substantial majority of his day-to-day operational instructions.

Mr. Achebe's title is Finance Director. In this capacity, he is responsible for all financial operations of TGM, including accounts payable, accounts receivable, payroll for approximately 2,400 local workers and 85 expatriate staff, local tax compliance in the Republic of Ganara, and the preparation of monthly financial packages for consolidation by Torchlight Mining Corp.'s VP Finance, Diane Fournier, based in Toronto.

B. Reporting Structure

Mr. Achebe described a dual reporting structure. On day-to-day operational matters, he reported directly to Raymond Osei-Bonsu, the Country Manager of TGM. Mr. Osei-Bonsu was physically present at TGM's offices in Libreville and was the senior-most Torchlight representative in the Republic of Ganara.

In addition, Mr. Achebe maintained a dotted-line reporting relationship to Diane Fournier, VP Finance of Torchlight Mining Corp., headquartered in Toronto. The dotted-line relationship pertained specifically to financial reporting and consolidation matters. Mr. Achebe participated in monthly scheduled calls with Ms. Fournier and submitted monthly financial packages for integration into Torchlight's consolidated financial statements.

Mr. Achebe stated that on matters involving consultant engagements and significant expenditures — particularly those relating to government relations and permitting — he understood that Marcus Delacroix, VP Africa Operations for Torchlight Mining Corp., exercised oversight authority above Mr. Osei-Bonsu. However, Mr. Achebe indicated that he had limited direct interaction with Mr. Delacroix. The substantial majority of instructions and communications regarding such matters were conveyed to Mr. Achebe through Mr. Osei-Bonsu, rather than directly from Mr. Delacroix.

C. Familiarity with Relevant Entities

Mr. Achebe confirmed that he was familiar with Torchlight Ganara Holdings Ltd. ("TGH"), the British Virgin Islands holding company that served as the direct parent entity of TGM. He understood that TGH was an intermediate holding vehicle in the Torchlight corporate structure and that it maintained its own bank accounts separate from those of TGM.

Specifically, Mr. Achebe confirmed that TGH maintained accounts at Meridian Commercial Bank in the British Virgin Islands, bearing Account No. 7740-2281-0056. He further confirmed that TGM maintained local currency operating accounts at Regency International Bank in Ganara, bearing Account No. GAN-4419-8837.

Mr. Achebe stated that he was the primary signatory on the Regency International Bank account. Mr. Osei-Bonsu served as co-signatory on that account. Both signatures were required for withdrawals, consistent with the bank's account terms and Torchlight's internal controls framework.

IV. Crestfield Advisory Partners Ltd. — Invoice Processing

A. Initial Awareness of Crestfield

Mr. Achebe stated that he first became aware of Crestfield Advisory Partners Ltd. ("Crestfield") in approximately mid-2019, several months after joining TGM. His awareness arose from receiving invoices issued by Crestfield that were directed to TGH. The invoices were forwarded to him by Mr. Osei-Bonsu for processing and payment.

Mr. Achebe understood Crestfield to be a "government relations consultant" that had been engaged by TGH to assist with permitting and regulatory matters in the Republic of Ganara. He did not have detailed knowledge of the scope of Crestfield's engagement beyond what appeared on the face of the invoices and the Government Relations Advisory Agreement, which he had seen.

Mr. Achebe stated that he had never met Jean-Philippe Renard, the sole owner and Managing Director of Crestfield, in person. He had never spoken with Mr. Renard by telephone or videoconference, and he had never communicated with Mr. Renard by email or any other written medium. Mr. Achebe's only familiarity with Mr. Renard's name came from seeing it on Crestfield invoices and on the Government Relations Advisory Agreement.

Mr. Achebe stated that he was not involved in the selection or engagement of Crestfield. He was not aware of any competitive bidding process, request for proposals, or other vendor selection procedure having been conducted in connection with Crestfield's retention. He did not know how or by whom Crestfield had been identified as a potential consultant for TGH.

B. Invoice Receipt and Processing Workflow

Mr. Achebe described the typical workflow for Crestfield invoices as follows:

1. Crestfield invoices were sent from a Mauritius-registered address — specifically, 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius — to Mr. Osei-Bonsu, typically by email. Mr. Achebe did not receive invoices directly from Crestfield; they were always routed through Mr. Osei-Bonsu.

2. Mr. Osei-Bonsu would forward the invoice to Mr. Achebe by email, accompanied by instructions to process payment. These forwarding emails were generally brief and did not contain detailed explanations of the services to which the invoices related.

3. Upon receipt from Mr. Osei-Bonsu, Mr. Achebe would code the invoice in TGM's accounting system. The coding typically assigned the expense to the appropriate general ledger account based on the invoice description.

4. Payment of Crestfield invoices was initiated from TGH's Meridian Commercial Bank account (Account No. 7740-2281-0056), not from TGM's local Regency International Bank account. Mr. Achebe explained that this routing was consistent with the fact that the contractual relationship was between TGH and Crestfield, not between TGM and Crestfield.

5. Mr. Achebe would prepare the wire transfer request, including the beneficiary details, payment amount, and reference information. Mr. Osei-Bonsu would review, approve, and sign the wire transfer request.

6. Mr. Achebe would then transmit the signed wire instructions to Meridian Commercial Bank for execution. He would retain copies of the wire transfer requests and any confirmations received from the bank in TGM's financial records.

C. Invoice Volume and Amounts

Mr. Achebe confirmed that he processed invoices from Crestfield throughout the period from 2019 to 2024, spanning approximately five and one-half years. He estimated that he processed approximately twenty-four (24) invoices from Crestfield during this period, which is consistent with the invoice register independently compiled by the forensic accounting team.

Mr. Achebe recalled that individual invoice amounts varied considerably. Some invoices were relatively modest, falling in the range of approximately $35,000 to $55,000, which Mr. Achebe associated with recurring retainer payments or quarterly expense reimbursements. Other invoices were significantly larger, with the largest amounts reaching up to approximately $185,000, which Mr. Achebe understood to relate to success fees or other milestone-based payments.

When asked whether he was aware that fourteen (14) of the twenty-four (24) invoices exceeded $50,000 — the threshold above which Torchlight's Delegation of Authority Policy required dual approval — Mr. Achebe confirmed that the figure sounded correct based on his general recollection. He did not dispute the number.

D. Approval Process and Delegation of Authority Violations

Mr. Achebe stated that he was generally aware of Torchlight Mining Corp.'s Delegation of Authority Policy (the "DOA Policy"). He understood that the DOA Policy required dual approval — meaning the signatures of two authorized personnel — for any single expenditure exceeding $50,000. Mr. Achebe indicated that he had been provided with a copy of the DOA Policy at some point during his employment, though he could not recall the precise date.

When asked who approved the Crestfield invoices, Mr. Achebe stated that, to his recollection, the invoices were approved solely by Mr. Osei-Bonsu in virtually all cases. Mr. Achebe could not recall a single instance in which a Crestfield invoice received a second written approval from any individual other than Mr. Osei-Bonsu, including for those invoices exceeding the $50,000 threshold.

Mr. Achebe stated that he raised the single-approval issue with Mr. Osei-Bonsu on at least two occasions. The first occasion was approximately in 2020, relatively early in the engagement with Crestfield, when Mr. Achebe noted that several invoices exceeded the DOA Policy threshold and appeared to lack a required second approval. The second occasion was approximately in 2022, when Mr. Achebe again raised the issue in connection with a particularly large Crestfield invoice.

According to Mr. Achebe, Mr. Osei-Bonsu's response on both occasions was substantively the same. Mr. Osei-Bonsu stated that Marcus Delacroix in Toronto had already "pre-approved" the Crestfield payments and that obtaining a separate written approval from Mr. Delacroix was unnecessary. Mr. Achebe recalled that Mr. Osei-Bonsu used words to the effect of "Marcus handles this from his end" and indicated that the Crestfield engagement had been set up and sanctioned at the corporate level.

Mr. Achebe stated that he did not independently verify with Mr. Delacroix whether this claimed pre-approval existed. He similarly did not raise the issue with Diane Fournier in Toronto to confirm that the Crestfield payments had been authorized through proper channels. Mr. Achebe acknowledged that he accepted Mr. Osei-Bonsu's representations at face value and continued to process the invoices accordingly.

Mr. Achebe further acknowledged that he did not see any written evidence of secondary approval from Mr. Delacroix or from any other individual at Torchlight Mining Corp. in Toronto for any of the fourteen (14) invoices exceeding the $50,000 threshold. No emails, memoranda, or other written communications reflecting such approval were in his files or known to him.

E. Contractual Terms and Overpayment Awareness

Mr. Achebe stated that he had seen the Government Relations Advisory Agreement dated April 12, 2019, between TGH and Crestfield (the "Crestfield Agreement"). He was generally familiar with the key financial terms of the agreement, which he described as follows:

• A monthly retainer of $15,000;

• Success fees of $100,000 per permit obtained; and

• Quarterly expense reimbursements capped at $25,000.

When asked whether he tracked cumulative Crestfield payments against the contractual maximums set forth in the Crestfield Agreement, Mr. Achebe stated that he did not maintain a running reconciliation of total payments to Crestfield versus the contractual caps. He explained that he processed each invoice individually as it was presented to him by Mr. Osei-Bonsu and did not perform a cumulative analysis of aggregate payments over the life of the engagement.

Mr. Achebe acknowledged that, as a result of his failure to maintain such a reconciliation, he did not flag the cumulative excess of approximately $1,170,000 in payments over the contractual maximum of $2,040,000 implied by the terms of the Crestfield Agreement. He was not aware that payments had exceeded the contractual maximums by such a margin until this was brought to his attention during the interview.

Mr. Achebe noted that the descriptions on Crestfield invoices were consistently vague. Invoices typically referenced "permitting support services," "regulatory liaison," or "stakeholder engagement," without specifying the nature of the work performed, the identity of government counterparts engaged, or the deliverables produced. Mr. Achebe stated that he did not have insight into the specific services rendered by Crestfield and relied on Mr. Osei-Bonsu's representations that the invoiced services had been performed.

When asked whether he was aware of any contract amendment, addendum, or modification authorizing payments to Crestfield beyond the original contractual maximum, Mr. Achebe stated that he was not aware of any such amendment and had never seen one.

F. Timing of Invoices Relative to Permit Issuance

Mr. Achebe was asked whether he noticed any pattern in the timing of Crestfield invoices relative to the issuance of mining permits or environmental approvals by the Ganaran government.

Mr. Achebe stated that he could recall that there seemed to be larger invoices around the times that permits were being processed or were expected to be issued. He stated, however, that he did not consider this pattern unusual at the time, as he assumed that Crestfield's government relations work naturally intensified during active permitting periods and that the corresponding invoices would therefore be higher.

Specifically, Mr. Achebe recalled a cluster of invoices in the months immediately preceding the issuance of the Kousseri Mining License (License No. KCC-2019-0047), which was issued on September 14, 2019. He similarly recalled a concentration of invoicing activity around the time of the Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), which was issued on February 14, 2023. Mr. Achebe could not recall the precise dates or amounts of the individual invoices within these clusters without reviewing his records, but his general recollection was that the invoicing around these permit milestones was noticeably elevated.

V. Cash Withdrawals — GL 7450 ("Community Relations Expenses")

A. Nature and Frequency of Cash Withdrawals

Mr. Achebe confirmed that TGM regularly made cash withdrawals from its account at Regency International Bank (Account No. GAN-4419-8837) throughout his tenure as Finance Director. He stated that some of these cash withdrawals were for legitimate operational purposes. He explained that TGM's mining operations were located in remote areas of the Republic of Ganara where banking infrastructure was limited or nonexistent, and that cash was necessary for certain site-level expenditures, including petty cash disbursements for supplies, local transportation, and casual labor at remote field locations.

However, Mr. Achebe acknowledged that a significant category of cash withdrawals was booked under General Ledger code 7450, which carried the account description "Community Relations Expenses." These withdrawals were separate from, and in addition to, the legitimate operational cash needs described above.

Mr. Achebe estimated that GL 7450 cash withdrawals totaled a substantial amount over the period from 2019 to 2024 but stated that he could not provide a precise figure from memory without reviewing his records. When informed that the forensic review conducted by Pinnacle Forensic Advisory LLC ("Pinnacle") had identified approximately $890,000 in GL 7450 cash withdrawals over that period, Mr. Achebe stated that the figure was "possible" but "higher than I would have guessed." He did not dispute the figure, noting that it was possible that the cumulative total was higher than he would have estimated because the withdrawals occurred incrementally over a period of approximately five years.

B. Instructions from Osei-Bonsu on GL Coding

Mr. Achebe stated that the GL 7450 coding for these cash withdrawals was directed by Raymond Osei-Bonsu. Mr. Osei-Bonsu instructed Mr. Achebe to categorize certain cash withdrawals as "Community Relations Expenses" rather than using more specific or descriptive account codes. Mr. Achebe followed these instructions and booked the withdrawals under GL 7450 accordingly.

When Mr. Achebe asked for supporting documentation to substantiate the GL 7450 entries — including receipts, beneficiary lists, project descriptions for community development activities, or other contemporaneous records — Mr. Osei-Bonsu sometimes provided brief handwritten notes listing amounts and general purposes. More often, however, Mr. Osei-Bonsu told Mr. Achebe that supporting documentation would "follow later." Mr. Achebe stated that in many cases, the promised supporting documentation was never received.

Mr. Achebe acknowledged that the persistent lack of supporting documentation was a departure from standard accounting practices and from what he understood to be Torchlight Mining Corp.'s internal policies regarding expense documentation. He recognized that journal entries of the magnitude booked under GL 7450 should have been supported by contemporaneous documentation establishing the business purpose of the expenditure and the identity of the recipients.

Mr. Achebe stated that he raised the documentation gap with Mr. Osei-Bonsu on multiple occasions throughout his tenure. Mr. Osei-Bonsu's responses were varied but generally dismissive; he either stated that the documentation was forthcoming, that the matters were being handled directly by him, or that the nature of community relations work in Ganara did not lend itself to the same level of documentation that might be expected in a more developed operating environment.

On one occasion, approximately in mid-2022, Mr. Achebe stated that he also raised the GL 7450 documentation deficiency in a monthly financial reporting call with Diane Fournier in Toronto. Mr. Achebe recalled telling Ms. Fournier that GL 7450 entries lacked adequate supporting documentation and that he had been unable to obtain satisfactory records from Mr. Osei-Bonsu despite repeated requests. Mr. Achebe stated that Ms. Fournier's response was to ask him to continue pressing Mr. Osei-Bonsu to produce the documentation, but no systematic follow-up process was established, and the documentation gap persisted.

C. Cash Withdrawal Process at Regency International Bank

Mr. Achebe described the process for making cash withdrawals from TGM's account at Regency International Bank as follows:

Cash withdrawals required dual signatures on the bank's standard withdrawal slips. Both Mr. Osei-Bonsu and Mr. Achebe were required to sign each withdrawal slip. This dual-signature requirement was imposed by the bank's account terms and was consistent with Torchlight's internal controls regarding bank account operations.

Withdrawals were typically denominated in local currency (Ganaran francs). On some occasions, withdrawals were made in U.S. dollars, although Mr. Achebe indicated that local currency withdrawals were more common.

Once the withdrawal was authorized and the cash was disbursed by the bank, the physical cash was collected by Mr. Osei-Bonsu or, in some cases, by Kwame Mensah, the Procurement Manager. Mr. Achebe stated that once the cash was handed over to Mr. Osei-Bonsu or Mr. Mensah, he did not have visibility into how the funds were ultimately disbursed. He did not accompany Mr. Osei-Bonsu or Mr. Mensah when they left the bank with the cash, and he did not receive reconciliation reports or disbursement records after the fact.

Mr. Achebe affirmatively stated that he did not personally deliver cash to any government official or intermediary. He was not present at any meeting or event at which cash was delivered to a government official or any person acting on behalf of a government official.

D. Specific Withdrawals and Recipients

Mr. Achebe stated that he did not have personal knowledge of the ultimate recipients of the GL 7450 cash disbursements. He did not know, from his own observation or direct involvement, to whom the cash withdrawn under GL 7450 was ultimately directed.

When asked whether he was aware that any of the cash was directed to government officials — including specifically Hon. Boubacar Diallo (Deputy Minister of Mines and Geological Resources), Amadou Traoré (Director of the Bureau of Mining Permits), or Col. Ibrahim Konaté (Regional Prefect of Kousseri Province) — Mr. Achebe stated that he had "suspicions" but no direct knowledge.

Mr. Achebe elaborated that Mr. Osei-Bonsu occasionally referenced the need to "take care of" or "show appreciation to" officials in the Kousseri Province and at the Ministry of Mines. Mr. Achebe understood these references to suggest that Mr. Osei-Bonsu was cultivating relationships with government officials, potentially through the provision of financial benefits. However, Mr. Achebe stated that Mr. Osei-Bonsu never explicitly stated that he was making bribe payments or that the cash withdrawals were intended for corrupt purposes.

Mr. Achebe recalled one specific instance, which he placed in approximately late 2021 or early 2022, in which Mr. Osei-Bonsu withdrew approximately $45,000 in cash (in the local currency equivalent) and stated that the funds were for a "community reception for the Prefect." Mr. Achebe understood the reference to "the Prefect" to mean Col. Ibrahim Konaté, who served as the Regional Prefect of Kousseri Province. Mr. Achebe did not attend this reception and did not have further information about how the funds were used.

VI. In-Kind Benefits — Vehicles and Travel

A. Awareness. Mr. Achebe stated that he was aware that TGM had purchased vehicles that were provided to local officials and community leaders in the Republic of Ganara. He characterized this practice as one that he had observed throughout his tenure with TGM.

These vehicle purchases and related in-kind benefit transactions were booked across multiple general ledger codes, including GL 7200 (Equipment) and GL 7310 (Travel & Entertainment). Mr. Achebe confirmed that he processed the purchase orders and payment authorizations for at least some of these vehicle acquisitions in his capacity as Finance Director.

When informed that the total value of in-kind benefits provided to officials and community leaders — encompassing vehicles, travel, and related items — had been estimated at approximately $630,000 over the period from 2019 to 2024, Mr. Achebe stated that this figure was plausible given the number and nature of the transactions he recalled processing during that time frame.

B. Specific Transactions

Mr. Achebe recalled the purchase of two Northpoint Enterprises Land Cruisers in approximately 2020 and a third Northpoint Enterprises Land Cruiser in approximately 2022. He stated that these vehicles were, to his understanding, provided to officials in Kousseri Province. He did not identify the specific officials who received the vehicles but understood that they were directed to individuals with roles in provincial governance or regulatory oversight.

The procurement of the vehicles was handled by Kwame Mensah, TGM's Procurement Manager, and the purchases were approved by Mr. Osei-Bonsu. Mr. Achebe's role was limited to processing the financial aspects of the transactions — preparing payment authorizations and recording the expenditures in TGM's accounting system.

Mr. Achebe stated that the vehicles were described in TGM's internal records as "operational fleet" or "community liaison vehicles." However, Mr. Achebe did not believe that TGM retained possession of these vehicles after delivery. He understood that the vehicles were transferred to the recipients and were not used by TGM personnel or for TGM's mining operations.

VII. Interaction with External Auditors

Mr. Achebe confirmed that Clarendon Group LLP, with engagement partner Alain Beaumont, conducted annual audits of Torchlight Mining Corp.'s consolidated financial statements, which included the financial results of TGM. He stated that Clarendon's local audit staff visited TGM's offices in Libreville annually to conduct fieldwork in connection with the audit. During these visits, the Clarendon team reviewed TGM's financial records, tested internal controls, and made inquiries of TGM management, including Mr. Achebe.

Mr. Achebe stated that when Clarendon auditors inquired about GL 7450 entries, he provided the general description "community relations expenses" and made available whatever limited supporting documentation existed for those entries. He stated that he did not provide fabricated or misleading documentation to the auditors, but he acknowledged that the documentation he was able to provide was limited in scope and detail.

Mr. Achebe did not recall Clarendon raising specific concerns about, or issuing management letter comments regarding, the GL 7450 coding, the inadequacy of GL 7450 supporting documentation, or the Crestfield invoices. He stated that he could not recall any instance in which the Clarendon audit team escalated the GL 7450 entries as an area of significant risk or requested additional information beyond what Mr. Achebe initially provided.

Mr. Achebe stated that he did not affirmatively conceal information from the auditors. He provided the information that was available to him when asked. However, he acknowledged that the persistent inadequacy of the supporting documentation for GL 7450 entries would have limited the auditors' ability to scrutinize these entries effectively and to assess whether the underlying expenditures were legitimate.

VIII. Knowledge of the Whistleblower Complaint and Investigation

Mr. Achebe stated that he became aware that Torchlight Mining Corp. was conducting some form of internal review in approximately late September or October 2024. His awareness arose from receiving inquiries from Nadia Berenson, VP Compliance and Ethics at Torchlight Mining Corp., about Crestfield invoices and GL 7450 entries. Ms. Berenson's inquiries prompted Mr. Achebe to understand that an internal review of these matters was underway, although he did not know the full scope or origin of the review at that time.

Mr. Achebe stated that he was not aware of the anonymous whistleblower complaint — bearing Report ID SCH-2024-08-4417 — that was filed on August 19, 2024 via the Sentinel Compliance Solutions Inc. ethics hotline until he was informed of its existence during this interview. He stated that he had no prior knowledge that a whistleblower report had been filed or that such a report had triggered the investigation.

Mr. Achebe affirmatively stated that he was not the whistleblower. He stated that he did not file the complaint or provide information to any third party that led to the filing of the complaint.

Mr. Achebe confirmed that he received the litigation hold notice dated March 17, 2025, issued by Calderwood & Harkness LLP on behalf of Torchlight Mining Corp. He stated that he has preserved all documents in his possession, custody, or control that are responsive to the hold, including electronic files, emails, financial records, and any physical documents stored at TGM's offices in Libreville. He has not deleted, destroyed, or modified any documents since receiving the hold notice.

IX. Knowledge of Government Investigations

Mr. Achebe stated that he became aware of the U.S. Securities and Exchange Commission's formal order of investigation (File No. HO-14892) and the inquiry by the U.S. Department of Justice through internal communications issued from the office of Patricia Sung, General Counsel of Torchlight Mining Corp. These communications followed Torchlight's filing of a Form 8-K with the SEC on February 7, 2025, which publicly disclosed the government investigations.

Mr. Achebe stated that he has not been contacted directly by the SEC, the DOJ, or any Ganaran governmental authority in connection with the matters under investigation. He has not received a subpoena, document request, interview request, or any other form of inquiry from any government agency.

Mr. Achebe stated that he has not communicated with Raymond Osei-Bonsu since Mr. Osei-Bonsu's termination by the company on January 8, 2025. He has not received any communications from Mr. Osei-Bonsu — whether by phone, email, text message, or any other means — since that date, and he has not initiated any such communications.

Similarly, Mr. Achebe stated that he has not communicated with Marcus Delacroix since Mr. Delacroix's resignation from Torchlight Mining Corp. on November 15, 2024. He has had no contact with Mr. Delacroix in any form since that date.

X. Communications with Delacroix and Renard

Mr. Achebe stated that he had very limited direct communication with Marcus Delacroix throughout his tenure at TGM. The substantial majority of communications between TGM and Mr. Delacroix were routed through Mr. Osei-Bonsu in his capacity as Country Manager. Mr. Achebe described his interactions with Mr. Delacroix as infrequent and largely confined to occasional group calls or meetings at which both were present.

Mr. Achebe stated that he had no direct communication with Jean-Philippe Renard at any time. He never spoke with Mr. Renard, never corresponded with him by email or other written medium, and never met him in person. His only knowledge of Mr. Renard derived from seeing Mr. Renard's name on Crestfield's invoices and on the Crestfield Agreement.

When informed that the investigation had identified thirty-seven (37) communications between Mr. Delacroix and Mr. Renard conducted through personal (non-company) email addresses, Mr. Achebe stated that he was not previously aware of this. He did not know that Mr. Delacroix used a personal email account for any business-related communications, and he had no knowledge of the substance of the communications between Mr. Delacroix and Mr. Renard.

Mr. Achebe communicated with Diane Fournier on a regular basis, primarily through monthly scheduled financial reporting calls and ad hoc emails regarding financial consolidation matters. These communications were conducted through Torchlight's corporate email system.

XI. Achebe's Assessment and Candor

Mr. Achebe appeared cooperative and forthcoming throughout the interview. He answered questions directly and did not appear evasive or reluctant to address sensitive topics. He provided detailed descriptions of the payment processes he administered and acknowledged deficiencies in those processes without prompting.

Specifically, Mr. Achebe acknowledged that certain aspects of the payment processes he administered were irregular. He identified three principal areas of concern:

(a) The lack of dual approval on Crestfield invoices exceeding the $50,000 threshold established by Torchlight's Delegation of Authority Policy;

(b) The vague GL coding of cash withdrawals under GL 7450, without specific descriptions of the expenditures or their business purposes; and

(c) The persistent absence of supporting documentation for GL 7450 entries, notwithstanding his repeated requests to Mr. Osei-Bonsu for such documentation.

Mr. Achebe stated that he felt "uncomfortable" about several of the transactions he processed, particularly the larger Crestfield invoices and the cash withdrawals booked under GL 7450. He stated, however, that he believed the payments were being sanctioned at a higher level — specifically, by Mr. Delacroix in Toronto — based on Mr. Osei-Bonsu's representations, and that pushing back more forcefully against Mr. Osei-Bonsu could have jeopardized his own position within the company. Mr. Achebe acknowledged that these considerations did not relieve him of his responsibilities as Finance Director but stated they were factors that influenced his decision-making at the time.

Mr. Achebe affirmatively stated that he did not personally benefit from any of the transactions under review. He did not receive any payments, bonuses, gifts, or other forms of compensation in connection with the Crestfield invoices, the GL 7450 cash withdrawals, or the in-kind benefits provided to officials. He stated that his compensation consisted solely of his salary and standard employment benefits as an employee of TGM.

XII. Documents Referenced or Produced

Mr. Achebe stated that he would make available to the investigation team, through the e-discovery process currently being managed by Marlowe Asset Management Digital Forensics Inc., the following categories of documents from his files:

1. Copies of all Crestfield Advisory Partners Ltd. invoices in his possession, including any accompanying cover emails or transmittal communications from Mr. Osei-Bonsu;

2. Wire transfer requests and bank confirmations related to Crestfield payments processed through Meridian Commercial Bank (Account No. 7740-2281-0056);

3. GL 7450 journal entries and any available supporting documentation, including handwritten notes from Mr. Osei-Bonsu and any other records maintained in connection with the "Community Relations Expenses" account;

4. Cash withdrawal slips from Regency International Bank (Account No. GAN-4419-8837), including both GL 7450 withdrawals and operational petty cash withdrawals, to the extent within his possession;

5. Monthly financial packages prepared by Mr. Achebe and transmitted to Diane Fournier for consolidation into Torchlight Mining Corp.'s financial statements;

6. Email correspondence with Raymond Osei-Bonsu, Diane Fournier, and Nadia Berenson relating to the matters discussed during the interview, including any communications concerning Crestfield invoices, GL 7450 documentation, and the internal review.

Mr. Achebe stated that he believed the majority of the foregoing documents exist in electronic form on TGM's internal systems and in his corporate email account. He committed to working cooperatively with Marlowe Asset Management Digital Forensics Inc. to facilitate the collection and production of responsive materials.

XIII. Follow-Up Items

Based on the information provided during the Achebe interview, the following items require follow-up action:

1. GL 7450 Journal Entries and Cross-Referencing. Request that Mr. Achebe provide a complete set of GL 7450 journal entries for the full period of 2019 through 2024, together with whatever supporting documentation exists in his files. These materials should be cross-referenced against the analysis prepared by Pinnacle Forensic Advisory LLC to identify any discrepancies between Mr. Achebe's records and the amounts identified by the forensic team.

2. Cash Withdrawal Procedures — Bank Records Comparison. Coordinate with Dr. Leonard Strauss at Pinnacle Forensic Advisory LLC to compare Mr. Achebe's description of cash withdrawal procedures against the bank records independently obtained from Regency International Bank (Account No. GAN-4419-8837). In particular, verify the dual-signature requirement described by Mr. Achebe and determine whether any withdrawals were authorized by only one signatory.

3. Mid-2022 Call with Diane Fournier. Follow up on Mr. Achebe's statement that he raised GL 7450 documentation concerns with Diane Fournier during a monthly financial reporting call in approximately mid-2022. Cross-reference this account against Ms. Fournier's interview memorandum dated April 8, 2025, to assess whether Ms. Fournier's recollection is consistent with Mr. Achebe's description. If there is a discrepancy, consider re-interviewing both witnesses on this specific point.

4. Clarendon Group LLP Audit Workpapers. Determine whether the audit workpapers of Clarendon Group LLP contain any notes, observations, or assessments regarding GL 7450 entries or Crestfield invoices from any audit period during the 2019–2024 timeframe. Coordinate with Torchlight's General Counsel, Patricia Sung, to obtain access to the relevant workpapers, subject to any applicable joint-defense or common-interest agreements.

5. Re-Interview Consideration Following Mensah Interview. Consider whether Mr. Achebe should be re-interviewed after the interview of Kwame Mensah (Procurement Manager), which is currently scheduled for April 29, 2025. Mr. Mensah's account of his involvement in cash handling procedures and vehicle procurement may provide additional context or raise questions that warrant follow-up with Mr. Achebe.

6. Separate Counsel Assessment. Assess whether Mr. Achebe should be notified of his right to retain separate counsel, or whether such notification has become advisable in light of his acknowledged involvement in processing the Crestfield payments and signing the GL 7450 cash withdrawal slips. While Mr. Achebe is currently categorized as a fact witness rather than a subject or target, his role in the payment processes under review creates potential exposure that warrants evaluation by the investigation team and discussion with the responsible partner.

XIV. Certification

This memorandum was prepared based on contemporaneous notes taken during the interview of Thomas Achebe conducted on April 28, 2025, and reflects the interviewers' best recollection and understanding of Mr. Achebe's statements. This memorandum does not constitute a verbatim transcript. Where quotation marks are used, they reflect the interviewers' best recollection of the witness's specific words, though exact phrasing may vary. All other statements attributed to Mr. Achebe are paraphrases.

This memorandum is a privileged and confidential attorney work product, prepared at the direction of counsel in anticipation of litigation, and is subject to the protections of the attorney-client privilege and the work-product doctrine.

Prepared by:

CALDERWOOD & HARKNESS LLP

By: ________

Steven Hollander Lead Associate

By: ________

Jasmine Thornton Working Associate

Date: April 28, 2025

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT DO NOT DISTRIBUTE WITHOUT AUTHORIZATION OF COUNSEL C&H Matter No. 1039-00005

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
This memorandum was prepared at the direction of counsel in anticipation of litigation. It reflects attorney mental impressions, conclusions, opinions, and legal theories, and is protected from disclosure by the attorney-client privilege and the work-product doctrine. This document should not be disclosed to any person other than authorized representatives of the client without the express written authorization of Calderwood & Harkness LLP.
CALDERWOOD & HARKNESS LLP 825 Eighth Avenue, 42nd Floor New York, New York 10019
C&H Matter No. 1039-00005
MEMORANDUM
TO: Conrad Ashby, Responsible Partner
FROM: Steven Hollander, Lead Associate; Jasmine Thornton, Working Associate
DATE: April 28, 2025
RE: Witness Interview Memorandum — Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A.
SUBJECT MATTER: Internal Investigation — Torchlight Mining Corp. — Potential FCPA Violations
I. Interview Logistics
Witness. Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A. ("TGM"). Mr. Achebe is a Ganaran citizen, age 41. He has been employed by TGM continuously from approximately March 2019 to the present. His office is located at Boulevard du Commerce 14, Quartier Plateau, Libreville, Republic of Ganara.
Date and Time of Interview. The interview was conducted on April 28, 2025, as part of the second wave of witness interviews in the Ganara phase of the investigation.
Format. The interview was conducted by videoconference. Mr. Achebe joined the call from TGM's offices in Libreville. The interviewers participated from Calderwood & Harkness's New York office.
Duration. The interview lasted approximately three and one-half (3.5) hours, including one fifteen-minute break taken at approximately the midpoint of the session.
Interviewers. Steven Hollander (Lead Associate) and Jasmine Thornton (Working Associate), Calderwood & Harkness LLP.
Counsel Present for the Witness. None. At the outset of the interview, Mr. Achebe confirmed that he did not have personal counsel, that he had not retained personal counsel in connection with this matter, and that he did not request an adjournment to obtain personal counsel before proceeding with the interview.
Note-Taker. Jasmine Thornton.
Status of Witness. Mr. Achebe is a current employee of TGM. He is not a subject or target of the investigation at this time. He has been categorized as a fact witness for purposes of the Witness Interview Protocol.
II. Upjohn Warnings Administered
At the outset of the interview, before any substantive questions were posed, Steven Hollander administered the standard Upjohn/corporate Miranda warnings, consistent with the Witness Interview Protocol approved by the Audit Committee of Torchlight Mining Corp. for this investigation. Mr. Hollander explained the following points to Mr. Achebe:
(a) Calderwood & Harkness LLP represents Torchlight Mining Corp. and its subsidiaries, including TGM, in connection with this matter. Calderwood & Harkness LLP does not represent Mr. Achebe individually, and the firm's engagement does not create an attorney-client relationship between the firm and Mr. Achebe in his personal capacity.
(b) The interview is being conducted as part of an internal investigation undertaken at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. The purpose of the investigation is to examine certain payments and transactions involving TGM and related entities.
(c) The communications during the interview are protected by the attorney-client privilege. However, the privilege belongs to the company — specifically, to Torchlight Mining Corp. and its subsidiaries — and not to Mr. Achebe personally. Mr. Achebe cannot assert the privilege on his own behalf with respect to the substance of this interview.
(d) The company may elect, in its sole discretion, to waive the attorney-client privilege and disclose the substance of the interview, including Mr. Achebe's statements, to third parties. Such third parties may include, without limitation, the U.S. Securities and Exchange Commission, the U.S. Department of Justice, and other government regulators or enforcement authorities.
(e) Mr. Achebe should not disclose the substance of the interview, the questions asked, or the topics discussed to anyone other than his own personal counsel, if retained. He should not discuss the interview with other employees of TGM or Torchlight Mining Corp., including any other witnesses who may be interviewed in connection with this investigation.
(f) Mr. Achebe's participation in the interview was voluntary. However, as a current employee of TGM, his cooperation with the investigation is expected and consistent with his obligations under his employment agreement and applicable company policies.
After each of the foregoing points was explained, Mr. Achebe confirmed that he understood each point. He was given the opportunity to ask questions about the Upjohn warnings and did not have any. Mr. Achebe affirmatively stated that he was willing to proceed with the interview without personal counsel present.
III. Background and Role
A. Employment History
Mr. Achebe stated that he joined TGM in approximately March 2019, shortly after TGM became operationally active in the Republic of Ganara. He explained that he had previously worked as a senior accountant at a regional mining services company in West Africa and had been recruited to TGM based on his financial management experience in the extractive industries sector.
Mr. Achebe was hired by Raymond Osei-Bonsu, who served as the Country Manager for TGM throughout Mr. Achebe's tenure. Mr. Osei-Bonsu was Mr. Achebe's direct supervisor and the individual from whom Mr. Achebe received the substantial majority of his day-to-day operational instructions.
Mr. Achebe's title is Finance Director. In this capacity, he is responsible for all financial operations of TGM, including accounts payable, accounts receivable, payroll for approximately 2,400 local workers and 85 expatriate staff, local tax compliance in the Republic of Ganara, and the preparation of monthly financial packages for consolidation by Torchlight Mining Corp.'s VP Finance, Diane Fournier, based in Toronto.
B. Reporting Structure
Mr. Achebe described a dual reporting structure. On day-to-day operational matters, he reported directly to Raymond Osei-Bonsu, the Country Manager of TGM. Mr. Osei-Bonsu was physically present at TGM's offices in Libreville and was the senior-most Torchlight representative in the Republic of Ganara.
In addition, Mr. Achebe maintained a dotted-line reporting relationship to Diane Fournier, VP Finance of Torchlight Mining Corp., headquartered in Toronto. The dotted-line relationship pertained specifically to financial reporting and consolidation matters. Mr. Achebe participated in monthly scheduled calls with Ms. Fournier and submitted monthly financial packages for integration into Torchlight's consolidated financial statements.
Mr. Achebe stated that on matters involving consultant engagements and significant expenditures — particularly those relating to government relations and permitting — he understood that Marcus Delacroix, VP Africa Operations for Torchlight Mining Corp., exercised oversight authority above Mr. Osei-Bonsu. However, Mr. Achebe indicated that he had limited direct interaction with Mr. Delacroix. The substantial majority of instructions and communications regarding such matters were conveyed to Mr. Achebe through Mr. Osei-Bonsu, rather than directly from Mr. Delacroix.
C. Familiarity with Relevant Entities
Mr. Achebe confirmed that he was familiar with Torchlight Ganara Holdings Ltd. ("TGH"), the British Virgin Islands holding company that served as the direct parent entity of TGM. He understood that TGH was an intermediate holding vehicle in the Torchlight corporate structure and that it maintained its own bank accounts separate from those of TGM.
Specifically, Mr. Achebe confirmed that TGH maintained accounts at Meridian Commercial Bank in the British Virgin Islands, bearing Account No. 7740-2281-0056. He further confirmed that TGM maintained local currency operating accounts at Regency International Bank in Ganara, bearing Account No. GAN-4419-8837.
Mr. Achebe stated that he was the primary signatory on the Regency International Bank account. Mr. Osei-Bonsu served as co-signatory on that account. Both signatures were required for withdrawals, consistent with the bank's account terms and Torchlight's internal controls framework.
IV. Crestfield Advisory Partners Ltd. — Invoice Processing
A. Initial Awareness of Crestfield
Mr. Achebe stated that he first became aware of Crestfield Advisory Partners Ltd. ("Crestfield") in approximately mid-2019, several months after joining TGM. His awareness arose from receiving invoices issued by Crestfield that were directed to TGH. The invoices were forwarded to him by Mr. Osei-Bonsu for processing and payment.
Mr. Achebe understood Crestfield to be a "government relations consultant" that had been engaged by TGH to assist with permitting and regulatory matters in the Republic of Ganara. He did not have detailed knowledge of the scope of Crestfield's engagement beyond what appeared on the face of the invoices and the Government Relations Advisory Agreement, which he had seen.
Mr. Achebe stated that he had never met Jean-Philippe Renard, the sole owner and Managing Director of Crestfield, in person. He had never spoken with Mr. Renard by telephone or videoconference, and he had never communicated with Mr. Renard by email or any other written medium. Mr. Achebe's only familiarity with Mr. Renard's name came from seeing it on Crestfield invoices and on the Government Relations Advisory Agreement.
Mr. Achebe stated that he was not involved in the selection or engagement of Crestfield. He was not aware of any competitive bidding process, request for proposals, or other vendor selection procedure having been conducted in connection with Crestfield's retention. He did not know how or by whom Crestfield had been identified as a potential consultant for TGH.
B. Invoice Receipt and Processing Workflow
Mr. Achebe described the typical workflow for Crestfield invoices as follows:
1.  Crestfield invoices were sent from a Mauritius-registered address — specifically, 7th Floor, Nexus Tower, Ebène Cybercity, Port Louis, Mauritius — to Mr. Osei-Bonsu, typically by email. Mr. Achebe did not receive invoices directly from Crestfield; they were always routed through Mr. Osei-Bonsu.
2.  Mr. Osei-Bonsu would forward the invoice to Mr. Achebe by email, accompanied by instructions to process payment. These forwarding emails were generally brief and did not contain detailed explanations of the services to which the invoices related.
3.  Upon receipt from Mr. Osei-Bonsu, Mr. Achebe would code the invoice in TGM's accounting system. The coding typically assigned the expense to the appropriate general ledger account based on the invoice description.
4.  Payment of Crestfield invoices was initiated from TGH's Meridian Commercial Bank account (Account No. 7740-2281-0056), not from TGM's local Regency International Bank account. Mr. Achebe explained that this routing was consistent with the fact that the contractual relationship was between TGH and Crestfield, not between TGM and Crestfield.
5.  Mr. Achebe would prepare the wire transfer request, including the beneficiary details, payment amount, and reference information. Mr. Osei-Bonsu would review, approve, and sign the wire transfer request.
6.  Mr. Achebe would then transmit the signed wire instructions to Meridian Commercial Bank for execution. He would retain copies of the wire transfer requests and any confirmations received from the bank in TGM's financial records.
C. Invoice Volume and Amounts
Mr. Achebe confirmed that he processed invoices from Crestfield throughout the period from 2019 to 2024, spanning approximately five and one-half years. He estimated that he processed approximately twenty-four (24) invoices from Crestfield during this period, which is consistent with the invoice register independently compiled by the forensic accounting team.
Mr. Achebe recalled that individual invoice amounts varied considerably. Some invoices were relatively modest, falling in the range of approximately $35,000 to $55,000, which Mr. Achebe associated with recurring retainer payments or quarterly expense reimbursements. Other invoices were significantly larger, with the largest amounts reaching up to approximately $185,000, which Mr. Achebe understood to relate to success fees or other milestone-based payments.
When asked whether he was aware that fourteen (14) of the twenty-four (24) invoices exceeded $50,000 — the threshold above which Torchlight's Delegation of Authority Policy required dual approval — Mr. Achebe confirmed that the figure sounded correct based on his general recollection. He did not dispute the number.
D. Approval Process and Delegation of Authority Violations
Mr. Achebe stated that he was generally aware of Torchlight Mining Corp.'s Delegation of Authority Policy (the "DOA Policy"). He understood that the DOA Policy required dual approval — meaning the signatures of two authorized personnel — for any single expenditure exceeding $50,000. Mr. Achebe indicated that he had been provided with a copy of the DOA Policy at some point during his employment, though he could not recall the precise date.
When asked who approved the Crestfield invoices, Mr. Achebe stated that, to his recollection, the invoices were approved solely by Mr. Osei-Bonsu in virtually all cases. Mr. Achebe could not recall a single instance in which a Crestfield invoice received a second written approval from any individual other than Mr. Osei-Bonsu, including for those invoices exceeding the $50,000 threshold.
Mr. Achebe stated that he raised the single-approval issue with Mr. Osei-Bonsu on at least two occasions. The first occasion was approximately in 2020, relatively early in the engagement with Crestfield, when Mr. Achebe noted that several invoices exceeded the DOA Policy threshold and appeared to lack a required second approval. The second occasion was approximately in 2022, when Mr. Achebe again raised the issue in connection with a particularly large Crestfield invoice.
According to Mr. Achebe, Mr. Osei-Bonsu's response on both occasions was substantively the same. Mr. Osei-Bonsu stated that Marcus Delacroix in Toronto had already "pre-approved" the Crestfield payments and that obtaining a separate written approval from Mr. Delacroix was unnecessary. Mr. Achebe recalled that Mr. Osei-Bonsu used words to the effect of "Marcus handles this from his end" and indicated that the Crestfield engagement had been set up and sanctioned at the corporate level.
Mr. Achebe stated that he did not independently verify with Mr. Delacroix whether this claimed pre-approval existed. He similarly did not raise the issue with Diane Fournier in Toronto to confirm that the Crestfield payments had been authorized through proper channels. Mr. Achebe acknowledged that he accepted Mr. Osei-Bonsu's representations at face value and continued to process the invoices accordingly.
Mr. Achebe further acknowledged that he did not see any written evidence of secondary approval from Mr. Delacroix or from any other individual at Torchlight Mining Corp. in Toronto for any of the fourteen (14) invoices exceeding the $50,000 threshold. No emails, memoranda, or other written communications reflecting such approval were in his files or known to him.
E. Contractual Terms and Overpayment Awareness
Mr. Achebe stated that he had seen the Government Relations Advisory Agreement dated April 12, 2019, between TGH and Crestfield (the "Crestfield Agreement"). He was generally familiar with the key financial terms of the agreement, which he described as follows:
•  A monthly retainer of $15,000;
•  Success fees of $100,000 per permit obtained; and
•  Quarterly expense reimbursements capped at $25,000.
When asked whether he tracked cumulative Crestfield payments against the contractual maximums set forth in the Crestfield Agreement, Mr. Achebe stated that he did not maintain a running reconciliation of total payments to Crestfield versus the contractual caps. He explained that he processed each invoice individually as it was presented to him by Mr. Osei-Bonsu and did not perform a cumulative analysis of aggregate payments over the life of the engagement.
Mr. Achebe acknowledged that, as a result of his failure to maintain such a reconciliation, he did not flag the cumulative excess of approximately $1,170,000 in payments over the contractual maximum of $2,040,000 implied by the terms of the Crestfield Agreement. He was not aware that payments had exceeded the contractual maximums by such a margin until this was brought to his attention during the interview.
Mr. Achebe noted that the descriptions on Crestfield invoices were consistently vague. Invoices typically referenced "permitting support services," "regulatory liaison," or "stakeholder engagement," without specifying the nature of the work performed, the identity of government counterparts engaged, or the deliverables produced. Mr. Achebe stated that he did not have insight into the specific services rendered by Crestfield and relied on Mr. Osei-Bonsu's representations that the invoiced services had been performed.
When asked whether he was aware of any contract amendment, addendum, or modification authorizing payments to Crestfield beyond the original contractual maximum, Mr. Achebe stated that he was not aware of any such amendment and had never seen one.
F. Timing of Invoices Relative to Permit Issuance
Mr. Achebe was asked whether he noticed any pattern in the timing of Crestfield invoices relative to the issuance of mining permits or environmental approvals by the Ganaran government.
Mr. Achebe stated that he could recall that there seemed to be larger invoices around the times that permits were being processed or were expected to be issued. He stated, however, that he did not consider this pattern unusual at the time, as he assumed that Crestfield's government relations work naturally intensified during active permitting periods and that the corresponding invoices would therefore be higher.
Specifically, Mr. Achebe recalled a cluster of invoices in the months immediately preceding the issuance of the Kousseri Mining License (License No. KCC-2019-0047), which was issued on September 14, 2019. He similarly recalled a concentration of invoicing activity around the time of the Dembélé Mining License Upgrade (License No. DRE-M-2023-0018), which was issued on February 14, 2023. Mr. Achebe could not recall the precise dates or amounts of the individual invoices within these clusters without reviewing his records, but his general recollection was that the invoicing around these permit milestones was noticeably elevated.
V. Cash Withdrawals — GL 7450 ("Community Relations Expenses")
A. Nature and Frequency of Cash Withdrawals
Mr. Achebe confirmed that TGM regularly made cash withdrawals from its account at Regency International Bank (Account No. GAN-4419-8837) throughout his tenure as Finance Director. He stated that some of these cash withdrawals were for legitimate operational purposes. He explained that TGM's mining operations were located in remote areas of the Republic of Ganara where banking infrastructure was limited or nonexistent, and that cash was necessary for certain site-level expenditures, including petty cash disbursements for supplies, local transportation, and casual labor at remote field locations.
However, Mr. Achebe acknowledged that a significant category of cash withdrawals was booked under General Ledger code 7450, which carried the account description "Community Relations Expenses." These withdrawals were separate from, and in addition to, the legitimate operational cash needs described above.
Mr. Achebe estimated that GL 7450 cash withdrawals totaled a substantial amount over the period from 2019 to 2024 but stated that he could not provide a precise figure from memory without reviewing his records. When informed that the forensic review conducted by Pinnacle Forensic Advisory LLC ("Pinnacle") had identified approximately $890,000 in GL 7450 cash withdrawals over that period, Mr. Achebe stated that the figure was "possible" but "higher than I would have guessed." He did not dispute the figure, noting that it was possible that the cumulative total was higher than he would have estimated because the withdrawals occurred incrementally over a period of approximately five years.
B. Instructions from Osei-Bonsu on GL Coding
Mr. Achebe stated that the GL 7450 coding for these cash withdrawals was directed by Raymond Osei-Bonsu. Mr. Osei-Bonsu instructed Mr. Achebe to categorize certain cash withdrawals as "Community Relations Expenses" rather than using more specific or descriptive account codes. Mr. Achebe followed these instructions and booked the withdrawals under GL 7450 accordingly.
When Mr. Achebe asked for supporting documentation to substantiate the GL 7450 entries — including receipts, beneficiary lists, project descriptions for community development activities, or other contemporaneous records — Mr. Osei-Bonsu sometimes provided brief handwritten notes listing amounts and general purposes. More often, however, Mr. Osei-Bonsu told Mr. Achebe that supporting documentation would "follow later." Mr. Achebe stated that in many cases, the promised supporting documentation was never received.
Mr. Achebe acknowledged that the persistent lack of supporting documentation was a departure from standard accounting practices and from what he understood to be Torchlight Mining Corp.'s internal policies regarding expense documentation. He recognized that journal entries of the magnitude booked under GL 7450 should have been supported by contemporaneous documentation establishing the business purpose of the expenditure and the identity of the recipients.
Mr. Achebe stated that he raised the documentation gap with Mr. Osei-Bonsu on multiple occasions throughout his tenure. Mr. Osei-Bonsu's responses were varied but generally dismissive; he either stated that the documentation was forthcoming, that the matters were being handled directly by him, or that the nature of community relations work in Ganara did not lend itself to the same level of documentation that might be expected in a more developed operating environment.
On one occasion, approximately in mid-2022, Mr. Achebe stated that he also raised the GL 7450 documentation deficiency in a monthly financial reporting call with Diane Fournier in Toronto. Mr. Achebe recalled telling Ms. Fournier that GL 7450 entries lacked adequate supporting documentation and that he had been unable to obtain satisfactory records from Mr. Osei-Bonsu despite repeated requests. Mr. Achebe stated that Ms. Fournier's response was to ask him to continue pressing Mr. Osei-Bonsu to produce the documentation, but no systematic follow-up process was established, and the documentation gap persisted.
C. Cash Withdrawal Process at Regency International Bank
Mr. Achebe described the process for making cash withdrawals from TGM's account at Regency International Bank as follows:
Cash withdrawals required dual signatures on the bank's standard withdrawal slips. Both Mr. Osei-Bonsu and Mr. Achebe were required to sign each withdrawal slip. This dual-signature requirement was imposed by the bank's account terms and was consistent with Torchlight's internal controls regarding bank account operations.
Withdrawals were typically denominated in local currency (Ganaran francs). On some occasions, withdrawals were made in U.S. dollars, although Mr. Achebe indicated that local currency withdrawals were more common.
Once the withdrawal was authorized and the cash was disbursed by the bank, the physical cash was collected by Mr. Osei-Bonsu or, in some cases, by Kwame Mensah, the Procurement Manager. Mr. Achebe stated that once the cash was handed over to Mr. Osei-Bonsu or Mr. Mensah, he did not have visibility into how the funds were ultimately disbursed. He did not accompany Mr. Osei-Bonsu or Mr. Mensah when they left the bank with the cash, and he did not receive reconciliation reports or disbursement records after the fact.
Mr. Achebe affirmatively stated that he did not personally deliver cash to any government official or intermediary. He was not present at any meeting or event at which cash was delivered to a government official or any person acting on behalf of a government official.
D. Specific Withdrawals and Recipients
Mr. Achebe stated that he did not have personal knowledge of the ultimate recipients of the GL 7450 cash disbursements. He did not know, from his own observation or direct involvement, to whom the cash withdrawn under GL 7450 was ultimately directed.
When asked whether he was aware that any of the cash was directed to government officials — including specifically Hon. Boubacar Diallo (Deputy Minister of Mines and Geological Resources), Amadou Traoré (Director of the Bureau of Mining Permits), or Col. Ibrahim Konaté (Regional Prefect of Kousseri Province) — Mr. Achebe stated that he had "suspicions" but no direct knowledge.
Mr. Achebe elaborated that Mr. Osei-Bonsu occasionally referenced the need to "take care of" or "show appreciation to" officials in the Kousseri Province and at the Ministry of Mines. Mr. Achebe understood these references to suggest that Mr. Osei-Bonsu was cultivating relationships with government officials, potentially through the provision of financial benefits. However, Mr. Achebe stated that Mr. Osei-Bonsu never explicitly stated that he was making bribe payments or that the cash withdrawals were intended for corrupt purposes.
Mr. Achebe recalled one specific instance, which he placed in approximately late 2021 or early 2022, in which Mr. Osei-Bonsu withdrew approximately $45,000 in cash (in the local currency equivalent) and stated that the funds were for a "community reception for the Prefect." Mr. Achebe understood the reference to "the Prefect" to mean Col. Ibrahim Konaté, who served as the Regional Prefect of Kousseri Province. Mr. Achebe did not attend this reception and did not have further information about how the funds were used.
VI. In-Kind Benefits — Vehicles and Travel
A. Awareness.  Mr. Achebe stated that he was aware that TGM had purchased vehicles that were provided to local officials and community leaders in the Republic of Ganara. He characterized this practice as one that he had observed throughout his tenure with TGM.
These vehicle purchases and related in-kind benefit transactions were booked across multiple general ledger codes, including GL 7200 (Equipment) and GL 7310 (Travel & Entertainment). Mr. Achebe confirmed that he processed the purchase orders and payment authorizations for at least some of these vehicle acquisitions in his capacity as Finance Director.
When informed that the total value of in-kind benefits provided to officials and community leaders — encompassing vehicles, travel, and related items — had been estimated at approximately $630,000 over the period from 2019 to 2024, Mr. Achebe stated that this figure was plausible given the number and nature of the transactions he recalled processing during that time frame.
B. Specific Transactions
Mr. Achebe recalled the purchase of two Northpoint Enterprises Land Cruisers in approximately 2020 and a third Northpoint Enterprises Land Cruiser in approximately 2022. He stated that these vehicles were, to his understanding, provided to officials in Kousseri Province. He did not identify the specific officials who received the vehicles but understood that they were directed to individuals with roles in provincial governance or regulatory oversight.
The procurement of the vehicles was handled by Kwame Mensah, TGM's Procurement Manager, and the purchases were approved by Mr. Osei-Bonsu. Mr. Achebe's role was limited to processing the financial aspects of the transactions — preparing payment authorizations and recording the expenditures in TGM's accounting system.
Mr. Achebe stated that the vehicles were described in TGM's internal records as "operational fleet" or "community liaison vehicles." However, Mr. Achebe did not believe that TGM retained possession of these vehicles after delivery. He understood that the vehicles were transferred to the recipients and were not used by TGM personnel or for TGM's mining operations.
VII. Interaction with External Auditors
Mr. Achebe confirmed that Clarendon Group LLP, with engagement partner Alain Beaumont, conducted annual audits of Torchlight Mining Corp.'s consolidated financial statements, which included the financial results of TGM. He stated that Clarendon's local audit staff visited TGM's offices in Libreville annually to conduct fieldwork in connection with the audit. During these visits, the Clarendon team reviewed TGM's financial records, tested internal controls, and made inquiries of TGM management, including Mr. Achebe.
Mr. Achebe stated that when Clarendon auditors inquired about GL 7450 entries, he provided the general description "community relations expenses" and made available whatever limited supporting documentation existed for those entries. He stated that he did not provide fabricated or misleading documentation to the auditors, but he acknowledged that the documentation he was able to provide was limited in scope and detail.
Mr. Achebe did not recall Clarendon raising specific concerns about, or issuing management letter comments regarding, the GL 7450 coding, the inadequacy of GL 7450 supporting documentation, or the Crestfield invoices. He stated that he could not recall any instance in which the Clarendon audit team escalated the GL 7450 entries as an area of significant risk or requested additional information beyond what Mr. Achebe initially provided.
Mr. Achebe stated that he did not affirmatively conceal information from the auditors. He provided the information that was available to him when asked. However, he acknowledged that the persistent inadequacy of the supporting documentation for GL 7450 entries would have limited the auditors' ability to scrutinize these entries effectively and to assess whether the underlying expenditures were legitimate.
VIII. Knowledge of the Whistleblower Complaint and Investigation
Mr. Achebe stated that he became aware that Torchlight Mining Corp. was conducting some form of internal review in approximately late September or October 2024. His awareness arose from receiving inquiries from Nadia Berenson, VP Compliance and Ethics at Torchlight Mining Corp., about Crestfield invoices and GL 7450 entries. Ms. Berenson's inquiries prompted Mr. Achebe to understand that an internal review of these matters was underway, although he did not know the full scope or origin of the review at that time.
Mr. Achebe stated that he was not aware of the anonymous whistleblower complaint — bearing Report ID SCH-2024-08-4417 — that was filed on August 19, 2024 via the Sentinel Compliance Solutions Inc. ethics hotline until he was informed of its existence during this interview. He stated that he had no prior knowledge that a whistleblower report had been filed or that such a report had triggered the investigation.
Mr. Achebe affirmatively stated that he was not the whistleblower. He stated that he did not file the complaint or provide information to any third party that led to the filing of the complaint.
Mr. Achebe confirmed that he received the litigation hold notice dated March 17, 2025, issued by Calderwood & Harkness LLP on behalf of Torchlight Mining Corp. He stated that he has preserved all documents in his possession, custody, or control that are responsive to the hold, including electronic files, emails, financial records, and any physical documents stored at TGM's offices in Libreville. He has not deleted, destroyed, or modified any documents since receiving the hold notice.
IX. Knowledge of Government Investigations
Mr. Achebe stated that he became aware of the U.S. Securities and Exchange Commission's formal order of investigation (File No. HO-14892) and the inquiry by the U.S. Department of Justice through internal communications issued from the office of Patricia Sung, General Counsel of Torchlight Mining Corp. These communications followed Torchlight's filing of a Form 8-K with the SEC on February 7, 2025, which publicly disclosed the government investigations.
Mr. Achebe stated that he has not been contacted directly by the SEC, the DOJ, or any Ganaran governmental authority in connection with the matters under investigation. He has not received a subpoena, document request, interview request, or any other form of inquiry from any government agency.
Mr. Achebe stated that he has not communicated with Raymond Osei-Bonsu since Mr. Osei-Bonsu's termination by the company on January 8, 2025. He has not received any communications from Mr. Osei-Bonsu — whether by phone, email, text message, or any other means — since that date, and he has not initiated any such communications.
Similarly, Mr. Achebe stated that he has not communicated with Marcus Delacroix since Mr. Delacroix's resignation from Torchlight Mining Corp. on November 15, 2024. He has had no contact with Mr. Delacroix in any form since that date.
X. Communications with Delacroix and Renard
Mr. Achebe stated that he had very limited direct communication with Marcus Delacroix throughout his tenure at TGM. The substantial majority of communications between TGM and Mr. Delacroix were routed through Mr. Osei-Bonsu in his capacity as Country Manager. Mr. Achebe described his interactions with Mr. Delacroix as infrequent and largely confined to occasional group calls or meetings at which both were present.
Mr. Achebe stated that he had no direct communication with Jean-Philippe Renard at any time. He never spoke with Mr. Renard, never corresponded with him by email or other written medium, and never met him in person. His only knowledge of Mr. Renard derived from seeing Mr. Renard's name on Crestfield's invoices and on the Crestfield Agreement.
When informed that the investigation had identified thirty-seven (37) communications between Mr. Delacroix and Mr. Renard conducted through personal (non-company) email addresses, Mr. Achebe stated that he was not previously aware of this. He did not know that Mr. Delacroix used a personal email account for any business-related communications, and he had no knowledge of the substance of the communications between Mr. Delacroix and Mr. Renard.
Mr. Achebe communicated with Diane Fournier on a regular basis, primarily through monthly scheduled financial reporting calls and ad hoc emails regarding financial consolidation matters. These communications were conducted through Torchlight's corporate email system.
XI. Achebe's Assessment and Candor
Mr. Achebe appeared cooperative and forthcoming throughout the interview. He answered questions directly and did not appear evasive or reluctant to address sensitive topics. He provided detailed descriptions of the payment processes he administered and acknowledged deficiencies in those processes without prompting.
Specifically, Mr. Achebe acknowledged that certain aspects of the payment processes he administered were irregular. He identified three principal areas of concern:
(a) The lack of dual approval on Crestfield invoices exceeding the $50,000 threshold established by Torchlight's Delegation of Authority Policy;
(b) The vague GL coding of cash withdrawals under GL 7450, without specific descriptions of the expenditures or their business purposes; and
(c) The persistent absence of supporting documentation for GL 7450 entries, notwithstanding his repeated requests to Mr. Osei-Bonsu for such documentation.
Mr. Achebe stated that he felt "uncomfortable" about several of the transactions he processed, particularly the larger Crestfield invoices and the cash withdrawals booked under GL 7450. He stated, however, that he believed the payments were being sanctioned at a higher level — specifically, by Mr. Delacroix in Toronto — based on Mr. Osei-Bonsu's representations, and that pushing back more forcefully against Mr. Osei-Bonsu could have jeopardized his own position within the company. Mr. Achebe acknowledged that these considerations did not relieve him of his responsibilities as Finance Director but stated they were factors that influenced his decision-making at the time.
Mr. Achebe affirmatively stated that he did not personally benefit from any of the transactions under review. He did not receive any payments, bonuses, gifts, or other forms of compensation in connection with the Crestfield invoices, the GL 7450 cash withdrawals, or the in-kind benefits provided to officials. He stated that his compensation consisted solely of his salary and standard employment benefits as an employee of TGM.
XII. Documents Referenced or Produced
Mr. Achebe stated that he would make available to the investigation team, through the e-discovery process currently being managed by Marlowe Asset Management Digital Forensics Inc., the following categories of documents from his files:
1.  Copies of all Crestfield Advisory Partners Ltd. invoices in his possession, including any accompanying cover emails or transmittal communications from Mr. Osei-Bonsu;
2.  Wire transfer requests and bank confirmations related to Crestfield payments processed through Meridian Commercial Bank (Account No. 7740-2281-0056);
3.  GL 7450 journal entries and any available supporting documentation, including handwritten notes from Mr. Osei-Bonsu and any other records maintained in connection with the "Community Relations Expenses" account;
4.  Cash withdrawal slips from Regency International Bank (Account No. GAN-4419-8837), including both GL 7450 withdrawals and operational petty cash withdrawals, to the extent within his possession;
5.  Monthly financial packages prepared by Mr. Achebe and transmitted to Diane Fournier for consolidation into Torchlight Mining Corp.'s financial statements;
6.  Email correspondence with Raymond Osei-Bonsu, Diane Fournier, and Nadia Berenson relating to the matters discussed during the interview, including any communications concerning Crestfield invoices, GL 7450 documentation, and the internal review.
Mr. Achebe stated that he believed the majority of the foregoing documents exist in electronic form on TGM's internal systems and in his corporate email account. He committed to working cooperatively with Marlowe Asset Management Digital Forensics Inc. to facilitate the collection and production of responsive materials.
XIII. Follow-Up Items
Based on the information provided during the Achebe interview, the following items require follow-up action:
1.  GL 7450 Journal Entries and Cross-Referencing. Request that Mr. Achebe provide a complete set of GL 7450 journal entries for the full period of 2019 through 2024, together with whatever supporting documentation exists in his files. These materials should be cross-referenced against the analysis prepared by Pinnacle Forensic Advisory LLC to identify any discrepancies between Mr. Achebe's records and the amounts identified by the forensic team.
2.  Cash Withdrawal Procedures — Bank Records Comparison. Coordinate with Dr. Leonard Strauss at Pinnacle Forensic Advisory LLC to compare Mr. Achebe's description of cash withdrawal procedures against the bank records independently obtained from Regency International Bank (Account No. GAN-4419-8837). In particular, verify the dual-signature requirement described by Mr. Achebe and determine whether any withdrawals were authorized by only one signatory.
3.  Mid-2022 Call with Diane Fournier. Follow up on Mr. Achebe's statement that he raised GL 7450 documentation concerns with Diane Fournier during a monthly financial reporting call in approximately mid-2022. Cross-reference this account against Ms. Fournier's interview memorandum dated April 8, 2025, to assess whether Ms. Fournier's recollection is consistent with Mr. Achebe's description. If there is a discrepancy, consider re-interviewing both witnesses on this specific point.
4.  Clarendon Group LLP Audit Workpapers. Determine whether the audit workpapers of Clarendon Group LLP contain any notes, observations, or assessments regarding GL 7450 entries or Crestfield invoices from any audit period during the 2019–2024 timeframe. Coordinate with Torchlight's General Counsel, Patricia Sung, to obtain access to the relevant workpapers, subject to any applicable joint-defense or common-interest agreements.
5.  Re-Interview Consideration Following Mensah Interview. Consider whether Mr. Achebe should be re-interviewed after the interview of Kwame Mensah (Procurement Manager), which is currently scheduled for April 29, 2025. Mr. Mensah's account of his involvement in cash handling procedures and vehicle procurement may provide additional context or raise questions that warrant follow-up with Mr. Achebe.
6.  Separate Counsel Assessment. Assess whether Mr. Achebe should be notified of his right to retain separate counsel, or whether such notification has become advisable in light of his acknowledged involvement in processing the Crestfield payments and signing the GL 7450 cash withdrawal slips. While Mr. Achebe is currently categorized as a fact witness rather than a subject or target, his role in the payment processes under review creates potential exposure that warrants evaluation by the investigation team and discussion with the responsible partner.
XIV. Certification
This memorandum was prepared based on contemporaneous notes taken during the interview of Thomas Achebe conducted on April 28, 2025, and reflects the interviewers' best recollection and understanding of Mr. Achebe's statements. This memorandum does not constitute a verbatim transcript. Where quotation marks are used, they reflect the interviewers' best recollection of the witness's specific words, though exact phrasing may vary. All other statements attributed to Mr. Achebe are paraphrases.
This memorandum is a privileged and confidential attorney work product, prepared at the direction of counsel in anticipation of litigation, and is subject to the protections of the attorney-client privilege and the work-product doctrine.
Prepared by:
CALDERWOOD & HARKNESS LLP
By: ________
Steven Hollander Lead Associate
By: ________
Jasmine Thornton Working Associate
Date: April 28, 2025
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT DO NOT DISTRIBUTE WITHOUT AUTHORIZATION OF COUNSEL C&H Matter No. 1039-00005

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