Contract analysis

I. Introduction and Purpose We write on behalf of our client, Torchlight Mining Corp. ("TMC" or the "Company"), 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, Ontario, M5J 2J2, Canada. TMC's principal U.S. operations are conducted through its wholly-owned subsidiary, Torchlight Mining

II. Background and Context of TMC's Cooperation Before turning to the substance of the counter-draft, we believe it is important to place TMC's proposed terms in the context of the Company's extensive, voluntary, and timely cooperation with the Division's investigation since its inception on February 10, 2022. TMC's cooperation has been comprehensive in scope and has materially advanced the Division's investigative o

III. Enclosures This letter is accompanied by the following enclosed documents:

1. Non-Prosecution Agreement — TMC Counter-Draft (Clean), dated February 5, 2024; and

2. Redline Comparison — DOJ Initial Draft (January 10, 2024) vs. TMC Counter-Draft (February 5, 2024). TMC's counter-draft also includes revised drafts of Appendix A (Enhanced Antitrust Compliance Program) and Appendix B (Agreed Statement of Facts), reflecting TMC's proposed revisions to each appendix. The redline comparison encompasses the revisions to both the body of the NPA and the appendices. We discuss the prin

IV. Summary of Key Points of Disagreement TMC's counter-draft addresses seven principal areas of disagreement with the Division's January 10, 2024 initial draft. We summarize TMC's positions on each of these issues in turn. A. Monetary Payment The Division's Proposal. The Division's initial draft proposes that TMC make a monetary payment of approximately sixty-five million U.S. dollars (USD $65,000,000) as a conditio

V. Proposed Next Steps TMC respectfully requests that the Division review the enclosed counter-draft and redline comparison and provide its comments at the Division's earliest convenience. We recognize that the Division has multiple matters competing for its attention and resources, and we are prepared to accommodate the Division's schedule. To facilitate resolution of the open issues, TMC proposes a meeting or telec

VI. Reservation of Rights TMC's submission of this counter-draft and this cover letter does not constitute an admission of any violation of federal or state antitrust law, any other criminal statute, or any civil obligation. TMC expressly reserves all rights, claims, and defenses available to it under applicable law. The NPA, if executed, will contain specific provisions regarding the scope of TMC's factual acknowled

1. Non-Prosecution Agreement — TMC Counter-Draft (Clean), dated February 5, 2024

2. Redline Comparison — DOJ Initial Draft (January 10, 2024) vs. TMC Counter-Draft (February 5, 2024)