WITNESS INTERVIEW PROTOCOL AND UPJOHN WARNINGS SCRIPT
Torchlight Mining Corp. — FCPA Internal Investigation
Calderwood & Harkness LLP Matter No. 1039-00005
PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
Prepared by: Steven Hollander, Lead Associate, White Collar & Investigations Practice, Calderwood & Harkness LLP
Approved by: Conrad Ashby, Responsible Partner, White Collar & Investigations Practice, Calderwood & Harkness LLP
Date: March 31, 2025
Distribution: Internal Calderwood & Harkness LLP Investigation Team Only — Conrad Ashby, Victoria Chambers, Steven Hollander, Jasmine Thornton. No further distribution without prior written approval of Conrad Ashby.
Purpose Statement. This protocol governs all witness interviews conducted in connection with the internal investigation into potential violations of the Foreign Corrupt Practices Act ("FCPA"), 15 U.S.C. §§ 78dd-1 et seq., arising from the operations of Torchlight Mining Corp. ("Torchlight" or the "Company"), Torchlight Ganara Holdings Ltd. ("TGH"), and Torchlight Ganara Mining S.A. ("TGM") in the Republic of Ganara. All members of the Calderwood & Harkness LLP engagement team must follow this protocol without deviation. Any questions regarding the application or interpretation of this protocol should be directed to Steven Hollander or Conrad Ashby before the interview proceeds.
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I. PURPOSE AND SCOPE OF PROTOCOL
I.A. Background of the Investigation
Calderwood & Harkness LLP was retained by Torchlight Mining Corp. to conduct an internal investigation at the direction of the Audit Committee of the Board of Directors of Torchlight Mining Corp. The engagement was formalized on March 5, 2025, pursuant to a written engagement letter executed by Dr. Eleanor Fiske in her capacity as Chair of the Audit Committee. The Audit Committee is composed of Dr. Eleanor Fiske (Chair), Warren Ogilvy, and Marguerite Chen, each of whom is an independent director of Torchlight Mining Corp.
The investigation concerns approximately $4.73 million in suspected improper payments made between 2019 and 2024 through Torchlight's West African subsidiary structure — specifically, TGH (a British Virgin Islands holding company) and TGM (a Republic of Ganara operating company) — to government officials and intermediaries in the Republic of Ganara. These payments are believed to have been made in connection with the procurement of mining permits, exploration licenses, and environmental approvals for Torchlight's Kousseri and Dembélé mining projects. The suspected payments include (i) approximately $3,210,000 paid to Crestfield Advisory Partners Ltd. ("Crestfield"), a consulting firm controlled by Jean-Philippe Renard, (ii) approximately $890,000 in cash withdrawals from TGM bank accounts coded to "Community Relations Expenses" under general ledger account 7450, and (iii) approximately $630,000 in in-kind benefits, including vehicle purchases and travel expenditures, booked under general ledger accounts 7200 and 7310.
The investigation is being conducted in the context of active government scrutiny. The U.S. Department of Justice ("DOJ") has initiated a preliminary inquiry into the matter. In addition, the U.S. Securities and Exchange Commission ("SEC") has opened a formal investigation under File No. HO-14892, pursuant to a formal order of investigation dated January 22, 2025. Torchlight Mining Corp. is a reporting issuer under the Securities Exchange Act of 1934 and is listed on the New York Stock Exchange.
The client contact for purposes of this engagement is Patricia Sung, General Counsel and Corporate Secretary of Torchlight Mining Corp. All communications with the Company regarding the investigation, including interview scheduling, document production, and privilege matters, shall be directed through Ms. Sung unless otherwise instructed by the Audit Committee or Conrad Ashby.
I.B. Purpose of the Protocol
This protocol has been prepared to achieve the following objectives:
1. Consistency and Legal Defensibility. Ensure that all witness interviews are conducted in a consistent, fair, and legally defensible manner, such that the resulting interview memoranda and work product are reliable and can withstand scrutiny by government regulators, the DOJ, the SEC, and, if necessary, courts of competent jurisdiction.
2. Protection of Attorney-Client Privilege. Protect the attorney-client privilege belonging to Torchlight Mining Corp. by ensuring that all interviews are conducted under conditions consistent with the maintenance of the privilege and that the Upjohn warnings are properly administered, thereby establishing a clear record that the privilege attaches to the communications occurring during the interviews.
3. Compliance with Government Expectations. Comply with DOJ and SEC expectations regarding the conduct of internal investigations, including the proper administration of Upjohn warnings as contemplated by Upjohn Co. v. United States, 449 U.S. 383 (1981), and its progeny. The proper administration of these warnings is critical to the integrity of the investigation and to the Company's ability to demonstrate cooperation credit in any future resolution with government authorities.
4. Preservation of Voluntary Self-Disclosure Option. Preserve the ability of Torchlight Mining Corp. to make a voluntary self-disclosure ("VSD") to the DOJ under the FCPA Corporate Enforcement Policy (revised March 2023, updated September 2024). The Audit Committee has established a target decision date of June 30, 2025 for determining whether to make a VSD. The integrity of the witness interview process is a critical component of the factual record that will inform this decision.
5. Creation of a Reliable Record. Create a clear, comprehensive, and reliable record of witness testimony that can be used to prepare the interim investigation report to the Audit Committee (target date: May 15, 2025), to inform the voluntary self-disclosure analysis, and, if necessary, to support presentations to the DOJ and SEC in the event of a cooperative resolution.
I.C. Applicability
This protocol applies to all interviews of current and former employees of Torchlight Mining Corp., Torchlight Ganara Holdings Ltd. (TGH), and Torchlight Ganara Mining S.A. (TGM), regardless of the location of the witness or the format of the interview. This includes, without limitation, interviews conducted in-person at Calderwood & Harkness LLP offices, at Torchlight's headquarters, or at any other location, as well as interviews conducted via videoconference using secure, encrypted platforms.
Specifically, this protocol applies to:
• Interviews conducted during the first wave of witness interviews (April 7–11, 2025, Toronto, Ontario, in-person);
• Interviews conducted during the second wave of witness interviews (April 28 – May 2, 2025, Republic of Ganara, via secure videoconference);
• Any subsequent interview waves that may be scheduled as the investigation progresses; and
• Any follow-up or supplemental interviews of previously interviewed witnesses.
This protocol does not apply to interviews of third parties who are not current or former employees of Torchlight, TGH, or TGM. Interviews of third parties — including, for example, Jean-Philippe Renard of Crestfield Advisory Partners Ltd. — are governed by separate protocols and procedures. Similarly, this protocol does not govern communications with counsel for investigation subjects, including Helen Whitmore of Whitmore & Sharpe LLP (representing Marcus Delacroix) or Barrister Emeka Okoro of Okoro Law Chambers (representing Raymond Osei-Bonsu). Communications with such counsel are governed by separate protocols and are outside the scope of this document. Any questions regarding the appropriate protocol for a particular interaction should be directed to Conrad Ashby.
II. PRE-INTERVIEW PROCEDURES
II.A. Witness Identification and Categorization
Each witness identified for interview must be categorized prior to the scheduling of the interview. The categorization of a witness determines the level of detail and specificity in the Upjohn warning, the seniority of the interviewing attorneys assigned to the interview, the recommended interview duration, and whether individual counsel should be recommended or is required. The three categories are as follows:
Subject. A "Subject" is an individual whose conduct is a focus of the investigation. A Subject is a person who, based on the evidence gathered to date, may have engaged in conduct that violated the FCPA, Torchlight's internal policies, or other applicable law. The following individuals have been identified as Subjects as of the date of this protocol:
• Marcus Delacroix, Former Vice President, Africa Operations, Torchlight Mining Corp. Mr. Delacroix resigned from Torchlight effective November 15, 2024. He is currently residing in Lyon, France. He is represented by Helen Whitmore of Whitmore & Sharpe LLP, Washington, DC.
• Raymond Osei-Bonsu, Former Country Manager, Torchlight Ganara Mining S.A. Mr. Osei-Bonsu was terminated by Torchlight effective January 8, 2025. He is believed to be residing in Libreville, Republic of Ganara. He is represented by Barrister Emeka Okoro of Okoro Law Chambers, Libreville, Republic of Ganara.
Fact Witness. A "Fact Witness" is an individual who possesses knowledge relevant to the investigation but whose own conduct is not currently a focus of the investigation. A Fact Witness may have observed or been involved in transactions or events under review but is not believed, based on evidence currently available, to have been a principal actor in any suspected wrongdoing. The following individuals have been identified as Fact Witnesses as of the date of this protocol:
• Thomas Achebe, Finance Director, Torchlight Ganara Mining S.A.
• Kwame Mensah, Procurement Manager, Torchlight Ganara Mining S.A.
• Diane Fournier, Vice President, Finance, Torchlight Mining Corp.
• Nadia Berenson, Vice President, Compliance and Ethics, Torchlight Mining Corp.
Senior Management Witness. A "Senior Management Witness" is an individual who holds or held a senior leadership position within Torchlight or its subsidiaries and who may have had an oversight, approval, or governance role with respect to the matters under investigation. The following individuals have been identified as Senior Management Witnesses as of the date of this protocol:
• Patricia Sung, General Counsel and Corporate Secretary, Torchlight Mining Corp.
• Gerald R. Vandermeer, Chief Executive Officer, Torchlight Mining Corp.
The categorization of a witness may change as the investigation progresses and additional facts are developed. If the interviewing attorneys determine during the course of an interview that a Fact Witness or Senior Management Witness should be recategorized as a Subject, the interviewing attorneys should complete the interview to the extent appropriate and immediately consult with Conrad Ashby regarding the reclassification and any implications for the witness's rights, including the advisability of recommending that the witness retain individual counsel.
II.B. Scheduling and Logistics
All interview scheduling and logistics shall be coordinated as follows:
Current Employees. All interview requests for current employees of Torchlight, TGH, or TGM shall be coordinated through Patricia Sung, General Counsel and Corporate Secretary of Torchlight Mining Corp. Ms. Sung will be responsible for ensuring that the witness is available at the scheduled time and that the witness's direct supervisor is aware that the witness will be absent from regular duties during the interview, without disclosing the subject matter of the interview. The interview request shall be transmitted in writing (email) and shall state only that the employee is being asked to participate in an interview in connection with a confidential matter being conducted at the direction of the Audit Committee of the Board of Directors.
Former Employees with Counsel. For former employees who have retained individual counsel, all interview requests shall be directed to the individual's counsel. The interviewing team shall not communicate directly with a former employee who is represented by counsel without the consent of that counsel. Currently known individual counsel for former employees are:
• Marcus Delacroix — represented by Helen Whitmore, Whitmore & Sharpe LLP, 1401 K Street NW, Suite 700, Washington, DC 20005; tel.: (202) 555-3490; email: hwhitmore@wslawdc.com.
• Raymond Osei-Bonsu — represented by Barrister Emeka Okoro, Okoro Law Chambers, 9 Avenue Mobutu, Libreville, Republic of Ganara; tel.: +241-44-738-2201; email: eokoro@okorolawchambers.ga.
Former Employees without Counsel. For former employees who have not retained individual counsel, interview requests shall be sent directly to the individual by letter or email, with a copy to Patricia Sung. The request shall explain that Calderwood & Harkness LLP represents Torchlight Mining Corp. in connection with an internal investigation and that the firm is requesting the individual's voluntary cooperation in an interview. The request shall note that the individual has the right to consult with and retain personal legal counsel before or during the interview.
Videoconference Interviews. Videoconference interviews, which will be used for witnesses based in the Republic of Ganara during the second interview wave (April 28 – May 2, 2025), shall be conducted on a secure, encrypted platform that has been reviewed and approved by Marlowe Asset Management Digital Forensics Inc. ("Marlowe Asset Management"). The engagement lead at Marlowe Asset Management, Rachel Hartley, has approved the use of the firm's secure videoconference platform for this purpose. The platform must be configured to disable all recording, transcription, and cloud-storage features before the interview begins. The interviewing attorneys must confirm that these features are disabled at the outset of each videoconference interview.
Interview Duration. Interviews should be scheduled for the following durations:
• Fact Witnesses: approximately 90 to 120 minutes.
• Subject Witnesses: up to 180 minutes.
• Senior Management Witnesses: up to 180 minutes.
Interviews may be extended or shortened as circumstances warrant, at the discretion of the primary interviewing attorney. If an interview is expected to exceed the scheduled duration, the primary interviewing attorney should discuss with the witness (and individual counsel, if present) whether to continue or to schedule a follow-up session.
Interview Location. In-person interviews during the first wave shall be conducted at Calderwood & Harkness LLP's offices or, if more convenient for the witness and approved by Conrad Ashby, at Torchlight Mining Corp.'s Toronto headquarters located at Suite 3400, 200 King Street West, Toronto, Ontario, Canada M5H 3T4. A conference room with a lockable door and adequate privacy shall be reserved for each interview. Remote interviews shall be conducted via the approved secure videoconference platform as described above.
II.C. Pre-Interview Document Review
Prior to each interview, the interviewing attorneys must conduct a thorough review of all documents in the investigation file that are relevant to the particular witness. This review is essential to effective and efficient questioning and to the identification of areas where the witness's account may be tested against documentary evidence. The documents to be reviewed include, but are not limited to, the following:
• Crestfield Advisory Partners Invoices. All invoices submitted by Crestfield Advisory Partners Ltd. to Torchlight Mining Corp. or its subsidiaries during the period 2019–2024. A total of twenty-four (24) invoices have been identified, reflecting aggregate payments of $3,210,000. Each invoice should be reviewed for the stated scope of services, the amount billed, the approving signatories, and any inconsistencies or red flags identified by the investigation team or by Pinnacle Forensic Advisory LLC.
• Wire Transfer Records. Records of wire transfers from TGM's accounts at Meridian Commercial Bank (Account No. 7740-2281-0056) and Regency International Bank (Account No. GAN-4419-8837), reflecting payments to Crestfield, cash withdrawals, and other disbursements relevant to the investigation. The interviewing attorneys should be familiar with the dates, amounts, and stated purposes of each wire transfer relevant to the witness.
• TGM General Ledger Entries. Entries in TGM's general ledger that are relevant to the witness, with particular attention to:
• GL 7450 ("Community Relations Expenses"): reflecting approximately $890,000 in cash withdrawals from 2019 to 2024;
• GL 7200 and GL 7310: reflecting approximately $630,000 in in-kind benefits, including vehicle purchases and travel expenditures.
• Email Communications. Relevant email communications involving the witness, drawn from the 1.625 terabyte data set collected and processed by Marlowe Asset Management Digital Forensics Inc. The interviewing attorneys should review all communications flagged as potentially relevant to the witness during the document review phase, including both professional and personal email communications (to the extent collected pursuant to the litigation hold and custodian collection protocols).
• Crestfield Government Relations Advisory Agreement. The Government Relations Advisory Agreement between Torchlight Ganara Mining S.A. and Crestfield Advisory Partners Ltd., dated April 12, 2019, which sets forth the terms of Crestfield's engagement, including the scope of services, compensation structure, and representations regarding compliance with anti-corruption laws.
• Mining Permit Documentation. Documentation related to the five mining permits and approvals that are the subject of the investigation:
• Kousseri Mining License (License No. KCC-2019-0047)
• Kousseri Environmental Approval (Approval No. ENV-KCC-2020-113)
• Dembélé Exploration License (License No. DRE-2021-0092)
• Dembélé Mining License Upgrade (License No. DRE-M-2023-0018)
• Kousseri Expansion Permit (Permit No. KCC-2019-0047-A1)
• Whistleblower Complaint. The anonymous whistleblower complaint received on August 19, 2024, bearing Report ID SCH-2024-08-4417, which was submitted through the Sentinel Compliance Solutions Inc. ethics hotline. The interviewing attorneys should be familiar with the specific allegations contained in the complaint and should be prepared to explore the witness's awareness of and response to those allegations.
In addition to the above, the coordinating attorney (Steven Hollander) shall prepare a witness-specific outline of topics and documents to be addressed during each interview. This outline shall identify the specific questions to be asked, the documents to be shown, and the order in which topics should be addressed. The outline shall be shared with the primary interviewing attorney and the note-taking attorney no later than forty-eight (48) hours before the scheduled interview.
Any documents to be shown to the witness during the interview shall be pre-marked with exhibit stickers using sequential numbering (e.g., "Interview Exhibit 1," "Interview Exhibit 2," etc.). A master list of exhibits prepared for each interview shall be maintained in the interview file.
II.D. Coordination with Forensic Accountants
For interviews that are expected to touch on financial transactions, invoicing practices, payment flows, bank account activity, general ledger coding, or other financial matters, the interviewing team should consult with Dr. Leonard Strauss at Pinnacle Forensic Advisory LLC ("Pinnacle") in advance of the interview. Pinnacle was retained by Calderwood & Harkness LLP on March 12, 2025 to provide forensic accounting and financial advisory services in connection with this investigation. Pinnacle's engagement is structured so that all of its work is performed at the direction of and under the supervision of Calderwood & Harkness LLP, for the purpose of preserving the attorney-client privilege and work-product protection over Pinnacle's analyses and work product.
The purpose of the pre-interview consultation with Pinnacle is to identify specific transactions, invoice anomalies, payment patterns, or accounting irregularities that require witness explanation. Dr. Strauss or his designee may provide the interviewing attorneys with written questions, transaction summaries, or analytical memoranda to assist in preparing for the interview. These materials are privileged attorney work product and shall be treated accordingly.
Pinnacle personnel shall not attend witness interviews. The presence of non-attorney advisors at witness interviews creates unnecessary risks to privilege and may affect witness candor. All Pinnacle input to the interview process shall be provided to the interviewing attorneys in advance, in written form, under the direction of counsel.
II.E. Two-Attorney Requirement
Every interview conducted pursuant to this protocol must be conducted by no fewer than two (2) Calderwood & Harkness LLP attorneys. This requirement is absolute and admits of no exceptions. The two-attorney requirement serves multiple critical purposes: it ensures that a detailed contemporaneous record of the interview is created by a dedicated note-taker; it provides corroboration of the Upjohn warning delivery and the witness's acknowledgment; it protects against disputes regarding what was said during the interview; and it allows one attorney to focus exclusively on questioning while the other focuses on documentation.
The roles shall be assigned as follows:
• Primary Questioner. One attorney shall serve as the primary questioner and shall be responsible for delivering the Upjohn warning, asking substantive questions, directing the flow of the interview, and managing the presentation of exhibits.
• Note-Taker and Observer. The second attorney shall serve as the note-taker and observer. This attorney is responsible for preparing detailed contemporaneous notes, recording the delivery and acknowledgment of the Upjohn warning, documenting exhibits shown and the witness's responses, and observing the witness's demeanor and credibility indicators. The note-taker may ask follow-up or clarifying questions with the consent of the primary questioner.
For interviews of Subjects or Senior Management Witnesses, Conrad Ashby (Responsible Partner) shall serve as the primary questioner, and Steven Hollander shall serve as the second attorney (note-taker and observer). For interviews of Fact Witnesses, Steven Hollander shall serve as the primary questioner, and Jasmine Thornton shall serve as the second attorney (note-taker and observer). Deviations from these assignments require the prior approval of Conrad Ashby.
Under no circumstances shall a single attorney conduct an interview alone. If the assigned second attorney is unavailable due to illness, emergency, or scheduling conflict, the interview must be rescheduled. No exceptions to this requirement are permitted.
II.F. Notification to Individual Counsel
If a witness has retained individual counsel — whether at the Company's expense pursuant to any indemnification or advancement obligations, or privately at the witness's own expense — that individual counsel must be notified of the scheduled interview and given a reasonable opportunity to attend. The notification shall be made in writing (email or letter) and shall provide the date, time, format (in-person or videoconference), and anticipated duration of the interview. Individual counsel is entitled to be present during the interview and to advise their client.
As of the date of this protocol, the following individual counsel representations are known:
• Marcus Delacroix — represented by Helen Whitmore, Whitmore & Sharpe LLP, 1401 K Street NW, Suite 700, Washington, DC 20005.
• Raymond Osei-Bonsu — represented by Barrister Emeka Okoro, Okoro Law Chambers, 9 Avenue Mobutu, Libreville, Republic of Ganara.
If, during the course of an interview, a witness who has not previously retained individual counsel requests the opportunity to consult with or retain personal legal counsel, the interview shall be paused immediately. The primary interviewing attorney should acknowledge the witness's right to counsel and offer to reschedule the interview to allow the witness sufficient time to retain and consult with counsel. The interviewing attorney should not discourage the witness from obtaining counsel, nor should the attorney express any opinion regarding the witness's need for counsel. If the witness requests a recommendation for counsel, the interviewing attorney should decline and suggest that the witness consult the applicable bar association referral service or speak with the Company's General Counsel regarding any indemnification or advancement rights. Following any such request, the primary interviewing attorney should promptly consult with Conrad Ashby regarding next steps.
III. UPJOHN WARNINGS — MANDATORY SCRIPT
III.A. Requirement
The Upjohn warning — sometimes referred to in practice as the "corporate Miranda" warning, derived from the principles articulated in Upjohn Co. v. United States, 449 U.S. 383 (1981) — must be administered verbally at the beginning of every witness interview conducted pursuant to this protocol, without exception. The warning is a prerequisite to substantive questioning. No substantive questions may be asked, and no documents may be shown to the witness, until the Upjohn warning has been delivered in full and the witness has acknowledged understanding.
The primary interviewing attorney shall deliver the Upjohn warning. The note-taking attorney shall contemporaneously record in the interview notes that the warning was delivered, the time of delivery, and the precise nature of the witness's acknowledgment. The importance of accurate and thorough documentation of the Upjohn warning delivery and acknowledgment cannot be overstated. If the Company later elects to disclose interview memoranda to government authorities, the record of the Upjohn warning will be subject to close scrutiny.
III.B. Full Upjohn Warning Script
The following script must be read to the witness verbatim or substantially verbatim at the commencement of each interview. The primary interviewing attorney should read the script from this protocol document or from a printed copy of the script to ensure completeness and accuracy. Minor, non-substantive variations in phrasing are acceptable, but the core content of each numbered element must be communicated clearly and completely.
> "Thank you for meeting with us today. Before we begin, I need to explain a few important things about this interview. > > 1. Representation. We are attorneys with Calderwood & Harkness LLP. We represent Torchlight Mining Corp. in connection with an internal investigation. We do not represent you individually. Our client is the company, not you personally. > > 2. Purpose of the Interview. The purpose of this interview is to gather facts relevant to the company's internal investigation. The investigation concerns certain payments and transactions related to Torchlight's operations in the Republic of Ganara. > > 3. Attorney-Client Privilege. This interview is protected by the attorney-client privilege. However, the privilege belongs to the company — Torchlight Mining Corp. — and not to you. That means the company, and only the company, has the right to decide whether to waive the privilege and disclose the contents of this interview, including to government agencies such as the U.S. Department of Justice or the Securities and Exchange Commission. You do not have the right to prevent the company from disclosing what you tell us. > > 4. Confidentiality. We ask that you keep the fact and substance of this interview confidential and that you not discuss the questions we ask you or the answers you provide with any other employees, former employees, or third parties. This is important to protect the integrity of the investigation. > > 5. Cooperation. Your cooperation with this interview is expected as part of your obligations as [a current employee / a former employee] of Torchlight. We ask that you answer our questions fully and truthfully. > > 6. Right to Counsel. You have the right to consult with your own attorney. If you would like to retain your own attorney, you may do so, and we can reschedule this interview to allow you to do that. > > 7. Acknowledgment. Do you understand what I have just explained to you? Do you have any questions before we proceed? Are you willing to proceed with this interview?"
Following the delivery of the warning, the primary interviewing attorney shall pause and allow the witness to ask any questions. All questions from the witness and the responses provided by the interviewing attorney shall be documented in the interview notes. Only after the witness has confirmed understanding and willingness to proceed shall the interviewing attorneys move to substantive questioning.
III.C. Modifications for Specific Witness Categories
While the core Upjohn warning script set forth in Section III.B above shall be used for all witness interviews, certain modifications are required depending on the witness's category, employment status, and location. The following modifications shall be applied as indicated.
III.C.1. Former Employees
For former employees of Torchlight, TGH, or TGM — including, notably, Marcus Delacroix and Raymond Osei-Bonsu — element 5 of the Upjohn warning script ("Cooperation") must be modified to reflect the voluntary nature of the former employee's participation. A former employee is no longer subject to the Company's policies requiring cooperation with internal investigations, and therefore the interview is entirely voluntary. The modified language for element 5 shall read as follows:
> "5. Cooperation. Your cooperation with this interview is voluntary. We appreciate your willingness to speak with us."
No implication should be made, directly or indirectly, that the former employee is obligated to participate in the interview or to answer any particular question. The interviewing attorneys should be mindful that a former employee may have interests that diverge from those of the Company and may have already been contacted by government investigators or may be subject to separate legal proceedings.
The interview of a former employee who has retained individual counsel should proceed only if individual counsel has been properly notified and either (a) consents to the interview proceeding in counsel's absence or (b) is present at the interview. Under no circumstances should the interviewing team conduct a substantive interview of a represented former employee without notification to and consent from that individual's counsel.
III.C.2. Witnesses Located Outside the United States
For witnesses located in the Republic of Ganara or other non-U.S. jurisdictions at the time of the interview, the Upjohn warning should include an additional statement addressing the cross-border nature of the privilege. Specifically, the following language should be added after element 3 ("Attorney-Client Privilege"):
> "I should also note that this interview is being conducted at the direction of U.S. counsel — Calderwood & Harkness LLP — and is intended to be protected by the attorney-client privilege and the attorney work-product doctrine under United States law. We are not in a position to advise you regarding whether the privilege we are asserting would be recognized or enforceable under the laws of the Republic of Ganara or any other jurisdiction. If you have concerns about your legal rights under local law, we encourage you to consult with a local attorney."
The interviewing team should coordinate with Maître Salif Ndong at Ndong & Keïta Cabinet Juridique prior to each interview of a Ganara-based witness to ensure that the interview process complies with Ganaran labor law, data protection requirements, and any applicable local privilege considerations. Specific guidance from Ndong & Keïta on permissible questioning scope and local legal risks should be reviewed by the interviewing attorneys in advance.
III.C.3. Witnesses Who May Be Subjects
If the witness is a Subject of the investigation — that is, an individual whose conduct is a focus of the investigation — the primary interviewing attorney should add the following statement to the Upjohn warning, immediately following element 1 ("Representation"):
> "I want to be clear that you are a person whose conduct is being examined as part of this investigation. We strongly encourage you to consider retaining your own attorney, if you have not already done so."
This additional warning is critical for Subjects. It ensures that the Subject understands the nature of the investigation as it pertains to them and the importance of independent legal advice. The failure to provide this additional warning to a Subject creates a significant risk that the Subject could later claim reasonable reliance on Calderwood & Harkness as personal counsel — a claim that, if credited, could disqualify the firm, compromise the privilege, or create other ethical complications. The addition of this statement is mandatory for all Subject interviews and should be given even if the Subject has already retained individual counsel.
III.D. Documentation of Upjohn Warning Delivery
The note-taking attorney must record the following information in the interview memorandum with respect to the delivery of the Upjohn warning:
1. The exact time the Upjohn warning was delivered (e.g., "The Upjohn warning was delivered at 9:05 a.m. EST").
2. Whether the warning was delivered verbatim from the script set forth in Section III.B above or substantially verbatim (and, if the latter, any material variations from the script).
3. The witness's verbal acknowledgment, recorded as close to the witness's exact words as possible (e.g., "The witness stated, 'Yes, I understand all of that and I'm ready to proceed.'").
4. Whether the witness asked any questions about the warnings and, if so, the substance of those questions and the response provided by the interviewing attorney (e.g., "The witness asked whether the company was likely to share the interview with the government. The primary interviewing attorney responded that the decision to waive the privilege was the company's to make and that the attorney could not predict whether the company would do so.").
5. Whether the witness requested individual counsel. If the witness requested counsel, the note-taking attorney should record the request, the interviewing attorneys' response, and any steps taken (e.g., pausing the interview, rescheduling, providing information about the right to counsel).
6. Whether individual counsel was present during the interview and, if so, the name, firm, and contact information of individual counsel.
This documentation is an essential component of the interview record and must be completed with care and precision. In the event of any future dispute regarding the adequacy or delivery of the Upjohn warning, the interview memorandum will serve as the primary evidence of compliance.
IV. INTERVIEW CONDUCT PROCEDURES
IV.A. General Interview Format
Each witness interview shall follow the general format described below. While the interviewing attorneys retain discretion to adapt the order and emphasis of questioning to the circumstances of each interview, the following framework should be followed in all cases:
1. Opening — Upjohn Warnings. The interview shall open with the delivery of the Upjohn warning in accordance with Section III above. No substantive discussion shall occur before the warning is administered and acknowledged.
2. Biographical and Background Questions. Following the Upjohn warning, the primary interviewing attorney shall begin with biographical and background questions designed to establish the witness's identity, job title, tenure with the Company, organizational reporting relationships, and general job responsibilities. These questions serve multiple purposes: they establish the witness's relevance to the investigation, they allow the witness to become comfortable with the interview setting, and they create a baseline record of the witness's role and position.
3. Substantive Questioning. The primary interviewing attorney shall proceed to substantive questioning organized by topic area (see Section IV.B below). Where possible, questioning should proceed in chronological order within each topic area, beginning with the earliest relevant events and moving forward in time. The interviewing attorney should use open-ended questions to elicit narrative responses and follow up with targeted questions to explore specific details, inconsistencies, or areas of concern.
4. Document Review. At appropriate points during the substantive questioning, the primary interviewing attorney shall show the witness pre-marked exhibits and ask the witness to identify, explain, or comment on the documents. The note-taking attorney shall record which exhibits were shown, the order in which they were presented, and the witness's response to each exhibit.
5. Summary and Wrap-Up. At the conclusion of substantive questioning, the primary interviewing attorney shall ask the witness whether there is anything else the witness wishes to add, correct, or clarify. This question is important and must not be omitted; it provides the witness with an opportunity to volunteer information that may not have been elicited by the interviewing attorney's questions and creates a record that the witness was given a full and fair opportunity to be heard.
6. Reminder of Confidentiality Obligation. Before concluding the interview, the primary interviewing attorney shall remind the witness of the confidentiality obligations described in the Upjohn warning — specifically, that the witness should not discuss the fact or substance of the interview with other employees, former employees, or third parties.
7. Document Preservation Reminder (Current Employees Only). For current employees, the interviewing attorney shall remind the witness of the litigation hold notice issued on March 17, 2025 and reiterate the witness's obligation to preserve all documents, communications, and electronic data related to the matters under investigation. See Section VIII.D below for further details.
IV.B. Substantive Topic Areas
The following substantive topic areas should be covered during witness interviews, as applicable to each witness. Not all topic areas will be relevant to every witness; the witness-specific outline prepared by the coordinating attorney (Steven Hollander) will identify which topic areas are applicable to each witness and the order in which they should be addressed. However, the interviewing attorneys should be prepared to explore any of the following topic areas if the witness's testimony leads in an unexpected direction:
1. Engagement of Crestfield Advisory Partners Ltd. The witness's role in and knowledge of the engagement of Crestfield Advisory Partners Ltd. and/or Jean-Philippe Renard as a government relations consultant for TGM. This includes the circumstances surrounding the execution of the Crestfield Government Relations Advisory Agreement dated April 12, 2019, the due diligence (if any) performed on Crestfield and Renard prior to the engagement, the business rationale for the engagement, and the ongoing management and oversight of the Crestfield relationship.
2. Payments to Crestfield. The witness's knowledge of payments made to Crestfield during the period 2019–2024, totaling $3,210,000 across twenty-four (24) invoices. The interviewing attorneys should explore the witness's familiarity with the invoice submission and approval process, the stated services rendered by Crestfield, the witness's involvement (if any) in reviewing, approving, or processing Crestfield invoices, and any concerns raised (by the witness or by others) about the legitimacy or accuracy of Crestfield's invoices.
3. Delegation of Authority Compliance. The witness's knowledge of Torchlight's Delegation of Authority Policy, particularly the requirement for dual approval of payments exceeding $50,000. Fourteen (14) of the twenty-four (24) Crestfield invoices exceeded the $50,000 single-approval threshold but were approved by a single signatory. The interviewing attorneys should explore who approved each such invoice, whether the witness was aware that dual approval was required, and whether any explanation was provided for the absence of dual approval.
4. Cash Withdrawals — GL 7450. The witness's knowledge of cash withdrawals from TGM's account at Regency International Bank (Account No. GAN-4419-8837) that were coded under general ledger account 7450 ("Community Relations Expenses"), totaling approximately $890,000 during the period 2019–2024. The interviewing attorneys should explore the purpose of these cash withdrawals, the individuals who authorized and executed the withdrawals, the recipients of the cash, and the documentation (if any) supporting the classification of these expenditures as "Community Relations Expenses."
5. In-Kind Benefits — GL 7200/7310. The witness's knowledge of in-kind benefits, including vehicle purchases and travel expenditures, totaling approximately $630,000, booked under general ledger accounts 7200 and 7310. The interviewing attorneys should explore the nature of these expenditures, the beneficiaries, the business justification provided, and the approval process.
6. Interactions with Ganaran Government Officials. The witness's interactions with Ganaran government officials relevant to the investigation, including but not limited to:
• Hon. Boubacar Diallo, former Minister of Mines, Republic of Ganara;
• Amadou Traoré, Director, Environmental Permitting, Republic of Ganara;
• Col. Ibrahim Konaté, former Regional Prefect, Kousseri Province.
The interviewing attorneys should explore the nature, frequency, and context of any interactions between the witness and these officials, whether any payments, gifts, hospitality, or other benefits were provided to or requested by these officials, and whether the witness was aware of any payments or benefits provided by Crestfield or others to these officials on behalf of Torchlight.
7. Mining Permit Applications and Approvals. The witness's knowledge of the mining permit application and approval processes for the five permits at issue: the Kousseri Mining License (KCC-2019-0047), the Kousseri Environmental Approval (ENV-KCC-2020-113), the Dembélé Exploration License (DRE-2021-0092), the Dembélé Mining License Upgrade (DRE-M-2023-0018), and the Kousseri Expansion Permit (KCC-2019-0047-A1). The interviewing attorneys should explore timelines, the role of Crestfield in facilitating approvals, and any unusual or expedited aspects of the approval process.
8. Marcus Delacroix's Role and Communications. The witness's knowledge of Marcus Delacroix's role in and communications regarding the Crestfield engagement, Ganaran government relations, and mining permit approvals. The interviewing attorneys should explore the witness's awareness of Delacroix's use of personal email (Northgate Software) for thirty-seven (37) identified communications with Jean-Philippe Renard, the content of any such communications known to the witness, and any concerns raised about Delacroix's conduct.
9. Raymond Osei-Bonsu's Role. The witness's knowledge of Raymond Osei-Bonsu's role in approving Crestfield invoices, directing the general ledger coding of expenditures under GL 7450, GL 7200, and GL 7310, authorizing cash withdrawals, and managing day-to-day operations in the Republic of Ganara.
10. Whistleblower Complaint. The witness's awareness of the anonymous whistleblower complaint received on August 19, 2024 (Report ID: SCH-2024-08-4417) through the Sentinel Compliance Solutions Inc. ethics hotline. The interviewing attorneys should explore whether the witness was made aware of the complaint, when and how, the witness's response to the complaint (if any), and whether the witness has any information regarding the identity of the whistleblower.
11. Compliance Program. The witness's knowledge of Torchlight's anti-corruption compliance program, including anti-corruption training received by the witness, third-party due diligence procedures applicable to the engagement of consultants and intermediaries, gift and hospitality policies, and the witness's assessment of the effectiveness of the compliance program as applied to Ganaran operations.
12. Other Relevant Information. Any other information the witness believes may be relevant to the investigation, including information about individuals, transactions, or events not previously identified by the investigation team.
IV.C. Document Handling During Interviews
Proper document handling during interviews is critical to the integrity of the investigation and the preservation of the evidentiary record. The following procedures shall be followed:
All documents to be shown to a witness during an interview must be pre-marked with sequential exhibit numbers (e.g., "Interview Exhibit 1," "Interview Exhibit 2," etc.) before the interview begins. The exhibit numbers shall be applied using adhesive exhibit stickers affixed to the lower right corner of the first page of each document. A master exhibit list for each interview shall be prepared and maintained in the interview file.
The note-taking attorney must record in the interview notes each exhibit that is shown to the witness, including (a) the exhibit number, (b) a brief description of the document (e.g., "Crestfield invoice dated June 15, 2021, in the amount of $175,000"), (c) the time at which the exhibit was shown, and (d) a detailed account of the witness's response to the exhibit, including any identifications, explanations, denials, or questions posed by the witness.
Copies of documents shall not be left with the witness after the interview unless specifically approved by Conrad Ashby. The purpose of this restriction is to protect the confidentiality of the investigation, to prevent the witness from sharing documents with other witnesses or third parties, and to maintain control over the evidentiary record.
If a witness identifies or references a document not previously in the investigation team's possession, the interviewing attorneys should ask the witness to describe the document with sufficient specificity — including the type of document, approximate date, author, recipients, and subject matter — to enable subsequent collection. The interviewing attorneys should not accept original documents from the witness during the interview. Instead, the collection of any newly identified documents should be coordinated through Marlowe Asset Management Digital Forensics Inc. and Patricia Sung to ensure proper chain of custody and forensic preservation.
IV.D. Prohibited Conduct
The following conduct is strictly prohibited during witness interviews. All members of the interview team must familiarize themselves with these prohibitions and adhere to them at all times:
• No Coaching or Suggesting Answers. Attorneys must not suggest, hint at, or coach the witness's answers in any way. Questions should be framed neutrally and should not contain embedded conclusions or signal the desired response.
• No Misleading the Witness. Attorneys must not mislead the witness about the scope, nature, or focus of the investigation, or about the witness's own status or exposure. While the interviewing attorneys are not required to disclose every aspect of the investigation to the witness, they must not make affirmatively misleading statements.
• No Unauthorized Promises of Confidentiality. Attorneys must not promise the witness confidentiality beyond what is stated in the Upjohn warning. Specifically, the witness must understand that the attorney-client privilege belongs to the Company and that the Company retains the sole right to decide whether to waive the privilege and disclose the contents of the interview to government authorities or others.
• No Promises of Immunity or Protection. Attorneys must not promise the witness immunity from disciplinary action, termination, civil liability, or criminal prosecution. Such promises are beyond the authority of the interviewing attorneys and could create significant legal and ethical complications.
• No Threats or Coercion. Attorneys must not threaten the witness with adverse consequences — including termination, demotion, or referral to government authorities — for declining to answer specific questions. For current employees, the interviewing attorney may remind the witness of the employee's general obligation to cooperate with the Company's internal investigation as a condition of employment, but this reminder should be delivered in a neutral and non-threatening manner. Threats or coercion could render the witness's statements involuntary and could expose the Company and the firm to claims of improper conduct.
• No Disclosure of Other Witness Testimony. Attorneys must not discuss the substantive content of other witness interviews with the current witness. Sharing information from other interviews could contaminate the current witness's testimony and undermine the independence and reliability of the interview process.
• No Audio or Video Recording. Interviews shall not be recorded by any means other than the written notes described in Section V below. No audio or video recording of any interview is permitted. This prohibition applies equally to in-person and videoconference interviews. For videoconference interviews, the recording and transcription functions of the videoconference platform must be disabled prior to the commencement of the interview.
IV.E. Handling Difficult Situations
IV.E.1. Witness Requests to Stop the Interview
If a witness requests to stop the interview at any time, for any reason, the interview must be paused immediately. The primary interviewing attorney should calmly acknowledge the request and inquire as to the reason. If the witness is fatigued, unwell, or needs a brief break, the interviewing attorney should offer a reasonable break and, if the witness agrees, resume the interview after the break.
If the witness expresses a desire to terminate the interview entirely, the primary interviewing attorney should confirm the request, note the time, and conclude the interview. The witness should not be pressured to continue. The interviewing attorneys should document the witness's request, the reason given (if any), and the time of termination in the interview notes and subsequent interview memorandum.
If the witness invokes a desire to consult with individual counsel before continuing, the interview should be suspended until counsel has been retained and is available. The interviewing attorneys should not attempt to dissuade the witness from seeking counsel or suggest that the request is unnecessary.
IV.E.2. Witness Invocation of Fifth Amendment or Refusal to Answer
If a witness — particularly a former employee — invokes the Fifth Amendment privilege against self-incrimination or otherwise declines to answer a specific question, the interviewing attorneys should take the following steps:
• Note the invocation. The note-taking attorney should record the question that prompted the invocation and the exact words used by the witness (e.g., "On the advice of my attorney, I decline to answer that question on Fifth Amendment grounds").
• Do not press the point. The primary interviewing attorney should not argue with the witness, challenge the invocation, or attempt to persuade the witness to reconsider. The attorney should simply acknowledge the invocation and move to other topic areas.
• Document the invocation precisely. The interview memorandum should include a precise record of each question to which the witness invoked the Fifth Amendment or otherwise refused to answer, the exact words of the invocation, and any explanation provided by the witness or individual counsel.
• Consult with Conrad Ashby. If the witness is a current employee and invokes the Fifth Amendment or refuses to answer questions, the interviewing attorneys should consult with Conrad Ashby regarding whether the Company may draw an adverse employment inference from the refusal. This question involves a complex intersection of employment law, constitutional law, and corporate governance and should not be addressed during the interview itself.
IV.E.3. Witness Identifies Potential New Subjects or Schemes
If, during the course of an interview, the witness provides information suggesting the involvement of individuals not previously identified as subjects, or the existence of payment schemes, transactions, or corrupt activity not previously known to the investigation team, the interviewing attorneys should take the following steps:
• Explore the topic thoroughly. The primary interviewing attorney should ask follow-up questions to understand the nature, scope, and basis for the witness's statements. The attorney should determine what the witness knows firsthand versus what the witness has heard from others, and should identify any documents or other evidence that may corroborate the witness's account.
• Report immediately to Conrad Ashby. Following the interview, the interviewing attorneys should immediately report the new information to Conrad Ashby. The report should be made verbally in the first instance, followed by a written summary. Conrad Ashby will determine the appropriate next steps, including whether additional custodians should be added to the preservation and collection scope, whether additional interviews should be scheduled, and whether the new information affects the scope of the investigation or the voluntary self-disclosure analysis.
IV.E.4. Presence of Individual Counsel
Individual counsel for a witness is permitted to attend the interview and may advise their client during the interview. However, the following ground rules apply to the participation of individual counsel:
• Individual counsel may confer privately with their client at reasonable intervals during the interview, including by requesting brief breaks for the purpose of private consultation.
• Individual counsel may not direct the interview, control the order of questioning, or dictate which questions the witness will or will not answer.
• Individual counsel may not object to questions in a manner that prevents the witness from responding. This is not a deposition or court proceeding, and formal evidentiary objections are not appropriate. If individual counsel has a concern about a particular question, counsel may state the concern on the record for the note-taking attorney to document, and the primary interviewing attorney will consider the concern and determine how to proceed.
• Individual counsel may not make a separate record of the interview (e.g., by audio recording or by having their own note-taker). The sole record of the interview is the one maintained by the Calderwood & Harkness interviewing team.
• If disagreements arise with individual counsel during the interview, the primary interviewing attorney should note the disagreement in the interview record, maintain a professional and courteous demeanor, and, if the disagreement cannot be resolved during the interview, consult with Conrad Ashby regarding next steps.
V. NOTE-TAKING AND INTERVIEW MEMORANDUM PROCEDURES
V.A. Real-Time Notes
The note-taking attorney (typically the second attorney assigned to the interview) shall take detailed contemporaneous notes during the interview. Notes may be taken in handwritten form or typed on a laptop computer, at the preference of the note-taker. Typed notes are generally preferred for legibility and ease of subsequent preparation of the interview memorandum, but handwritten notes are acceptable where circumstances warrant (e.g., where the use of a laptop may be distracting to the witness).
The contemporaneous notes should capture the following information:
• The date, time, and location of the interview (or, for videoconference interviews, the platform used).
• The names and titles of all persons present, including the interviewing attorneys, the witness, individual counsel (if any), and any other persons present.
• The time of Upjohn warning delivery and the witness's acknowledgment, as described in Section III.D above.
• Substantive questions asked and the witness's responses, captured as close to verbatim as practicable for key statements. The note-taker should not attempt to record every word spoken during the interview, which is impractical, but should capture the substance of each question and answer, with particular attention to key admissions, denials, explanations, and statements that are inconsistent with other evidence in the investigation file.