Contract analysis

I. Introduction and Purpose of Notice Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") serves as outside counsel to Torchlight Mining Corp. ("TMC" or the "Company"), a corporation organized and existing under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada. TMC condu

II. Description of the Claim and Circumstances Giving Rise to Notice A. The DOJ Investigation On or about February 10, 2022, the Antitrust Division of the United States Department of Justice (the "DOJ") formally opened a federal grand jury investigation, designated Grand Jury No. GJ-22-0194, in the United States District Court for the Northern District of California, San Francisco Division. The investigation concerns

III. Coverage Sought and Basis for Notice Based on the foregoing facts and circumstances, TMC hereby tenders notice under all applicable insuring agreements, coverage parts, and endorsements of the Policy, including but not limited to the following: (a) Side A Coverage (Non-Indemnifiable Loss). TMC tenders notice on behalf of all individual directors and officers who may incur Loss (as defined in the Policy) for whic

IV. Notice to Excess-Layer Carriers TMC notes that this notice is being provided to Northland in its capacity as the lead (primary) carrier on TMC's directors and officers liability insurance tower. In accordance with the terms of the relevant excess policies and as a matter of prudent practice, contemporaneous notice of the matters described herein is being provided to the following excess-layer carriers: • Greyston

V. Cooperation and Further Information TMC and Calderwood & Harkness are committed to cooperating fully and in good faith with Northland in connection with Northland's investigation, evaluation, and administration of coverage for this matter. The Company will provide supplemental information regarding the DOJ investigation, any related claims or proceedings, and the status of the Company's defense as such information

VI. Reservation of Rights TMC expressly reserves all rights, remedies, and defenses available to the Company and to each individual insured director and officer under the Policy, under any applicable excess policy, and under all applicable laws and regulations, whether of the United States, Canada, or any other jurisdiction. Without limiting the generality of the foregoing: (a) This notice shall not be construed as a

VII. Request for Acknowledgment TMC respectfully requests that Northland acknowledge receipt of this notice in writing within ten (10) business days of receipt. In its acknowledgment, TMC requests that Northland: (i) Confirm the assignment of a dedicated claims adjuster or claims handler to this matter and provide that individual's name, telephone number, and email address; (ii) Confirm the assignment of a claim numb

1. Copy of Grand Jury Subpoena No. GJ-22-0194-SD-003 (redacted as necessary to preserve privilege and protect confidential grand jury material)

2. Copy of relevant Policy declarations page, Policy No. NMI-DO-2021-5547 (for reference) cc: (via email and/or hand delivery, as applicable) Priya Anand, General Counsel, Torchlight Mining Corp., 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada Søren Dalmqvist, Chief Executive Officer, Torchlight Mining Corp. Janet Moreau-Shaw, Chair, Audit Committee, Torchlight Mining Corp. Board of Directors Richard Fong, C