Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to analyze candidates for the independent antitrust compliance monitor position that will be required under the anticipated Non-Prosecution Agreement (DOJ Reference No. ATR-SF-2024-00312) between Torchlight Mining Corp. ("TMC" or the "Company") and the United States Department of Justice, Antitrust Division (the "DOJ" or the "Division"). The terms of

1. Meridian Compliance Partners LLC (Washington, D.C.) — Engagement Lead: Claudia Ferraro

2. Whitmore Governance Consulting LLC (Boston, Massachusetts) — Engagement Lead: Dr. Catherine Haines

3. Pinnington & Cross Advisory Group LLC (Washington, D.C.) — Engagement Lead: Robert Stahl Based on the analysis set forth in detail below, this memorandum recommends Meridian Compliance Partners LLC, with Claudia Ferraro serving as the engagement lead, as the independent compliance monitor under the NPA. This recommendation is grounded in Meridian's superior qualifications, its deep familiarity with TMC's operation

II. Background A. NPA Compliance Monitor Requirement Under the terms of the Non-Prosecution Agreement agreed in principle between TMC and the DOJ Antitrust Division on April 8, 2024, TMC is required to retain an independent compliance monitor approved by the DOJ. This provision reflects the DOJ's determination that, notwithstanding TMC's significant remediation efforts to date, ongoing independent oversight is necess

III. Monitor Selection Criteria The selection of the independent compliance monitor must satisfy both the formal requirements imposed by the DOJ and the practical considerations relevant to TMC's business, financial position, and compliance objectives. This section sets forth the criteria applied in evaluating the three candidates. A. DOJ Requirements The DOJ Antitrust Division's requirements for compliance monitors

IV. Candidate Analysis A. Candidate 1: Meridian Compliance Partners LLC

1. Firm Profile Meridian Compliance Partners LLC ("Meridian") is a regulatory compliance consulting firm headquartered at 1100 Connecticut Avenue NW, Suite 730, Washington, D.C. 20036. The firm is organized as a limited liability company under the laws of the District of Columbia. Meridian's practice is focused on regulatory compliance consulting, with deep expertise in antitrust, the Foreign Corrupt Practices Act ("

2. Relevant Experience Meridian's relevant experience for this engagement is substantial and spans both its prior work for TMC and its broader portfolio of compliance monitoring engagements. TMC Engagement. Meridian was retained by C&H on behalf of TMC on August 1, 2023, to design and implement the Enhanced Antitrust Compliance Program required under the anticipated NPA. In this capacity, Meridian prepared the compre

3. Independence Assessment A thorough independence assessment of Meridian has been conducted, addressing both formal independence criteria and functional independence considerations. No Equity, Employment, or Directorship Relationship with TMC. Meridian has no equity interest in TMC or any TMC affiliate. No Meridian employee, principal, or consultant has ever served as an officer, director, or employee of TMC, Torchl

4. DOJ Pre-Approval Status During the course of NPA negotiations, the DOJ informally communicated that Meridian would be an acceptable monitor candidate, subject to the formal submission and review process required under the NPA. Meridian's name was referenced in NPA negotiation discussions as early as November 2023, when C&H first raised the question of monitor selection with the DOJ prosecution team. At no point du

5. Proposed Fee Structure Ms. Ferraro has indicated that Meridian is willing to serve as the independent compliance monitor at the following hourly rates: • Senior consultants (including Ms. Ferraro): USD 650 per hour • Staff consultants: USD 425 per hour Based on Meridian's preliminary assessment of the scope of the monitoring engagement, the estimated annual cost is approximately USD 800,000 to USD 1,000,000, resul

6. Strengths. The principal strengths of Meridian's candidacy are as follows: • Deep familiarity with TMC's business, the compliance program, and the underlying conduct. Meridian's eight-month engagement on the compliance program design provides it with an unmatched understanding of TMC's corporate structure, operational processes, industry dynamics, and the specific antitrust risks that the compliance program is des

7. Potential Weaknesses and Risks The principal weakness of Meridian's candidacy is the "self-monitoring" concern discussed above. The risk is that Meridian, having designed the compliance program, will be inclined — consciously or unconsciously — to find that the program is adequate, thereby failing to identify deficiencies or areas for improvement that an independent evaluator might detect. This risk, while real, c

1. Firm Profile Whitmore Governance Consulting LLC ("Whitmore") is a boutique governance and compliance consulting firm headquartered in Boston, Massachusetts. The firm employs approximately 20 professionals and focuses on corporate governance advisory and compliance monitoring services. The proposed engagement lead for the monitor role is Dr. Catherine Haines, a Senior Managing Director at Whitmore with a background

2. Relevant Experience Whitmore's compliance monitoring experience is primarily in the FCPA enforcement context. The firm has served as a compliance monitor in two prior DOJ FCPA resolutions, in which it was retained to oversee the implementation of anti-bribery compliance programs at multinational corporations. However, Whitmore has less direct experience in DOJ Antitrust Division monitorships specifically. While Dr

3. Independence Assessment Whitmore is fully independent of TMC and all parties to the investigation. The firm has no prior engagement with TMC, Torchlight Mining (U.S.) Inc., Ridgecrest Minerals Inc., Pinnacle Earth Resources Ltd., Cascade Chemical Supply Co., Marlowe Asset Management Peak Capital Partners LP, or any of the counsel representing these entities. No conflicts of interest have been identified. Whitmore'

4. Proposed Fee Structure Whitmore has proposed the following hourly rates for the monitoring engagement: • Senior consultants (including Dr. Haines): USD 750 per hour • Staff consultants: USD 500 per hour Based on Whitmore's preliminary assessment of the engagement scope, the estimated annual cost is approximately USD 1.1 million to USD 1.3 million, for an estimated two-year total of approximately USD 2.2 million to

5. Evaluation. Strengths. Whitmore's principal strength is its pristine independence. The absence of any prior relationship with TMC or any party to the investigation eliminates the "self-monitoring" concern entirely and insulates the monitor selection from any criticism regarding the objectivity of the monitor's findings. In the event that the DOJ unexpectedly objects to Meridian on independence grounds, Whitmore wo

1. Firm Profile Pinnington & Cross Advisory Group LLC ("Pinnington & Cross") is a mid-sized regulatory consulting firm headquartered in Washington, D.C. The firm employs approximately 60 professionals and provides a range of regulatory compliance consulting services across multiple enforcement contexts, including antitrust, securities regulation, and healthcare compliance. The proposed engagement lead for the monitor

2. Relevant Experience Pinnington & Cross has experience in FTC consent-decree compliance monitoring, having served as a monitor in matters resolved through FTC consent orders. However, the firm's experience with DOJ Antitrust Division criminal enforcement proceedings is limited. Mr. Stahl's background is primarily in FTC competition matters — a related but distinct enforcement context from the DOJ Antitrust Division

3. Independence Assessment Pinnington & Cross is generally independent of TMC and the principal parties to the investigation. The firm has no prior engagement with TMC, Torchlight Mining (U.S.) Inc., Pinnacle Earth Resources Ltd., or Cascade Chemical Supply Co. However, the independence assessment revealed one complication: Pinnington & Cross has previously provided consulting services to Marlowe Asset Management Pea

4. Proposed Fee Structure Pinnington & Cross has proposed the following hourly rates: • Senior consultants (including Mr. Stahl): USD 700 per hour • Staff consultants: USD 475 per hour Based on Pinnington & Cross's preliminary assessment of the engagement scope, the estimated annual cost is approximately USD 950,000 to USD 1,150,000, for an estimated two-year total of approximately USD 1.9 million to USD 2.3 million.

5. Evaluation. Strengths. Pinnington & Cross is a well-regarded firm with a substantial professional staff and competitive pricing. Mr. Stahl is a respected figure in the competition policy community, and his FTC background provides a foundation of relevant knowledge. The firm's size (approximately 60 professionals) provides staffing depth. Weaknesses. Pinnington & Cross's candidacy is undermined by several significa

V. Comparative Analysis Summary Table The following table provides a comparative summary of the three candidates across the six principal selection criteria: Overall Assessment Evaluated across the full range of selection criteria, Meridian Compliance Partners LLC is the strongest candidate for the independent compliance monitor position under the NPA. Meridian's combination of relevant antitrust compliance monitorin

VI. Recommendation Based on the foregoing analysis, this memorandum makes the following recommendations:

1. Primary Recommendation. Calderwood & Harkness LLP should formally propose Meridian Compliance Partners LLC, with Claudia Ferraro as the engagement lead, as the independent compliance monitor under the NPA. Meridian is the most qualified candidate, is the most cost-effective option, and has been informally pre-approved by the DOJ Antitrust Division. The selection of Meridian will facilitate a smooth transition from

2. DOJ Proposal Letter. A formal proposal letter should be submitted to the DOJ Antitrust Division by approximately April 20, 2024. The letter should be addressed to Trial Attorney Denise Kowalski and Senior Trial Attorney Marcus Reeves at the DOJ Antitrust Division, San Francisco Field Office, 450 Golden Gate Avenue, Room 10-0101, San Francisco, California 94102. The letter should enclose the proposed scope of work

3. Independence Safeguards. The monitor engagement should be structured with the following independence safeguards to address the "self-monitoring" concern: (a) The monitor engagement shall be governed by a separate engagement letter, distinct from the prior design-consulting engagement letter dated August 1, 2023. The monitor engagement letter shall set forth a distinct scope of work, separate reporting obligations,

4. Backup Candidate. In the event that the DOJ declines to approve Meridian — an outcome considered unlikely based on the informal pre-approval discussions to date — Whitmore Governance Consulting LLC should be retained as a backup candidate and proposed to the DOJ as an alternative. Whitmore's pristine independence and credible, though less targeted, monitoring experience make it the most defensible alternative.

VII. Proposed Next Steps and Timeline The following timeline is proposed for the completion of the monitor selection and engagement process: Note on Timeline Item — First Periodic Report. The NPA schedule requires the monitor to submit its first written report within six months of the commencement of the monitor term. Assuming NPA execution on or about May 6, 2024, the first report would be due on or about November 6

VIII. Attachments and Referenced Documents The following documents are enclosed with or referenced in this memorandum: Attachment A: Meridian Compliance Partners LLC — Firm Overview and Claudia Ferraro Curriculum Vitae Attachment B: Whitmore Governance Consulting LLC — Firm Overview and Dr. Catherine Haines Curriculum Vitae Attachment C: Pinnington & Cross Advisory Group LLC — Firm Overview and Robert Stahl Curriculu