Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Torchlight Mining Corp. ("TMC," "Torchlight," or the "Company") to provide legal representation in connection with the above-referenced matter. We appreciate the confidence that Torchlight and its Board of Directors have placed in our Firm, and we are committed to providing the highest qual

2. Client Identification The client in this engagement is Torchlight Mining Corp., a corporation organized and existing under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office at 200 Bay Street, Suite 3400, Toronto, ON M5J 2J2, Canada. For the avoidance of doubt, all references to "TMC," "Torchlight," the "Company," or the "Client" in this letter refer to Torchlight Min

3. Scope of Representation The Firm's representation of TMC in this engagement encompasses the following matters, each of which is described in greater detail below. 3.1 Grand Jury Investigation Defense C&H will represent TMC in all aspects of the DOJ Antitrust Division grand jury investigation designated as Grand Jury No. GJ-22-0194, pending in the U.S. District Court for the Northern District of California, San Fra

4. Staffing 4.1 Responsible Partner Elaine Forsythe, Partner in the Firm's Antitrust & Competition Practice Group, based in the Firm's San Francisco office, will serve as the Responsible Partner and primary point of contact for this engagement. Ms. Forsythe will have overall responsibility for the strategic direction of the defense, will lead the internal investigation, and will serve as lead negotiator with the DOJ

5. Billing Arrangements 5.1 Hourly Rates The Firm's professional fees for this engagement will be calculated on the basis of hourly billing at the following standard rates, which are current as of January 1, 2022: The rates set forth above reflect the rates applicable to the currently assigned team members. Individual attorney rates may vary within each category based on the specific timekeeper's level of experience

6. Billing and Payment Procedures 6.1 Invoicing. The Firm will issue invoices on a monthly basis for professional fees and disbursements incurred during the preceding calendar month. Invoices will be prepared in accordance with the Firm's standard billing format and will include the following information: (i) a narrative description of the legal services rendered; (ii) the identity of the attorney or professional per

7. Confidentiality and Privilege 7.1 Attorney-Client Privilege All communications between the Firm and TMC (including its officers, directors, employees, and agents acting on behalf of the Company) in connection with this engagement are intended to be, and shall be treated as, confidential communications protected by the attorney-client privilege and/or the work-product doctrine. The protections of the attorney-clien

8. Conflicts of Interest The Firm has conducted a comprehensive conflicts check in accordance with its standard procedures and the applicable rules of professional conduct. Based on that review, the Firm has determined that it does not currently represent any party adverse to TMC in this matter or in any matter substantially related to this engagement. Specifically, the Firm confirms that it does not currently repres

9. Client Responsibilities The effectiveness of the Firm's representation depends in significant measure on the full and timely cooperation of the Company. TMC agrees to cooperate fully with the Firm throughout the course of this engagement, including by providing timely access to documents, data, information systems, personnel, and other information requested by the Firm in connection with the defense of the grand j

10. Engagement of Experts and Vendors Under the Firm's Direction Where third-party experts and consultants are retained through the Firm or at the Firm's direction for the purpose of providing litigation support or assisting with the Firm's legal analysis in connection with this engagement, such engagements may be structured under United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), or similar legal frameworks, in or

11. No Guarantee of Outcome TMC acknowledges that the Firm has not made, and does not make, any guarantee, warranty, or prediction regarding the outcome of the DOJ investigation, the grand jury proceedings, any potential criminal charges, or any other aspect of this matter. The law and the facts are subject to uncertainty, and the actions of the DOJ, the grand jury, and other parties are beyond the Firm's control. Th

12. Termination 12.1 Termination by the Company TMC may terminate this engagement at any time and for any reason upon written notice to the Firm. Upon receipt of such notice, the Firm will take reasonable steps to conclude its work in an orderly manner, including, where necessary, seeking leave to withdraw from any pending proceedings in which the Firm has entered an appearance on behalf of TMC. Termination of the en

13. Document Retention Upon the conclusion of this engagement, the Firm will retain the client files relating to this matter in accordance with the Firm's standard document-retention policies, a copy of which is available upon request. Under the Firm's current policy, closed matter files are retained for a minimum of ten (10) years following the conclusion of the engagement, after which they may be destroyed in accor

14. Governing Law and Dispute Resolution This engagement letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflicts of laws. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of TMC, or the Firm's fees and charges

15. Entire Agreement and Amendments This engagement letter, together with Attachment A (Standard Terms and Conditions of Engagement) and Attachment B (Firm's Privacy and Data Security Notice), constitutes the entire agreement between the Firm and TMC regarding the engagement described herein and supersedes all prior discussions, correspondence, proposals, and understandings, whether oral or written, relating to the s

16. Acceptance We are confident that Calderwood & Harkness LLP is well positioned to provide Torchlight Mining Corp. with the highest quality legal representation in this important matter. We look forward to working with you and your team throughout the engagement. If the foregoing terms are acceptable, please indicate TMC's acceptance of this engagement by executing this letter in the space provided below and return