Contract analysis

I. COVER LETTER A. Introduction and Purpose On behalf of our client, Torchlight Mining Corp. ("TMC" or the "Company"), Calderwood & Harkness LLP respectfully submits this Enhanced Antitrust Compliance Program Proposal (the "Proposal") as evidence of TMC's steadfast commitment to remediation and comprehensive compliance culture reform. We understand that the Division places significant weight on whether a company has

II. ENHANCED ANTITRUST COMPLIANCE PROGRAM PROPOSAL TORCHLIGHT MINING CORP. ENHANCED ANTITRUST COMPLIANCE PROGRAM PROPOSAL Prepared by Meridian Compliance Partners LLC in conjunction with Calderwood & Harkness LLP September 15, 2023

Section 1: Executive Summary 1.1 Overview. Torchlight Mining Corp. ("TMC" or the "Company") is a corporation organized under the Canada Business Corporations Act (CBCA Corporation No. 7841526-1), with its registered office located at 200 Bay Street, Suite 3400, Toronto, Ontario M5J 2J2, Canada. TMC's principal U.S. operations are conducted through its wholly owned subsidiary, Torchlight Mining (U.S.) Inc., a Nevada c

Section 2: Governance and Leadership Commitment 2.1 Board-Level Oversight TMC's Board of Directors (currently chaired by Margaret Caldwell) shall establish a standing Compliance Committee of the Board (the "Board Compliance Committee"), which shall operate as a separate and distinct committee from the existing Audit Committee (currently chaired by Janet Moreau-Shaw). The creation of a dedicated Board Compliance Commi

Section 3: Antitrust Risk Assessment 3.1 Initial Risk Assessment Within sixty (60) days of the adoption of the Enhanced Antitrust Compliance Program, Meridian Compliance Partners LLC shall conduct a comprehensive antitrust risk assessment (the "Initial Risk Assessment") of TMC's global operations. The Initial Risk Assessment shall serve as the baseline against which the effectiveness of the Enhanced Program's control

Section 4: Policies and Procedures 4.1 Antitrust Compliance Policy — Comprehensive Revision TMC's existing antitrust compliance policy, which was originally adopted in approximately 2014 and has not been substantively updated since that time, shall be entirely replaced with a new, comprehensive Enhanced Antitrust Compliance Policy (the "Policy"). A summary of the draft Policy is enclosed as Attachment 4. The outdated

Section 5: Training and Education 5.1 Mandatory Annual Antitrust Training All TMC employees worldwide, regardless of position, function, or geographic location, shall receive mandatory annual antitrust compliance training. The training program shall be designed by Meridian Compliance Partners in consultation with the CCO and Calderwood & Harkness, and shall be updated annually to reflect changes in antitrust law, enf

Section 6: Reporting, Investigations, and Discipline 6.1 Confidential Reporting Mechanism (Hotline) TMC shall implement a confidential, anonymous reporting mechanism (the "Hotline") that is available to all employees worldwide, twenty-four hours per day, seven days per week, three hundred sixty-five days per year, in multiple languages (including, at a minimum, English, French, Portuguese, and Spanish). The Hotline s

Section 7: Monitoring, Auditing, and Continuous Improvement 7.1 Ongoing Monitoring The CCO shall implement a comprehensive suite of continuous monitoring mechanisms designed to detect potential antitrust violations at the earliest possible stage. These mechanisms shall include, at a minimum: (a) Communications Monitoring. Periodic review of communications with competitors, including both electronic communications (em