Contract analysis

I. INTRODUCTION AND PURPOSE This Appendix A sets forth the Enhanced Antitrust Compliance Program (the "Program" or "EACP") that 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, ON M5J 2J2, Canada, and its principal U.S. operations conduct

II. DEFINITIONS For purposes of this Program, the following terms shall have the meanings set forth below. Unless the context clearly requires otherwise, terms defined in the NPA and used but not separately defined herein shall have the meanings ascribed to them in the NPA. "Antitrust Laws" means Section 1 of the Sherman Antitrust Act (15 U.S.C. § 1), Section 2 of the Sherman Antitrust Act (15 U.S.C. § 2), the Federa

III. GOVERNANCE AND ORGANIZATIONAL STRUCTURE A. Appointment of Independent Chief Compliance Officer TMC shall appoint a Chief Compliance Officer ("CCO") within sixty (60) days of the execution of the NPA. The CCO shall serve as the senior executive with primary responsibility for the design, implementation, day-to-day administration, and ongoing effectiveness of the Program. The appointment of the CCO shall be a dedi

IV. RISK ASSESSMENT A. Initial Comprehensive Risk Assessment Within ninety (90) days of the execution of the NPA, the CCO, in consultation with the Compliance Monitor (Meridian Compliance Partners LLC), shall conduct a comprehensive antitrust risk assessment (the "Initial Risk Assessment") covering all TMC business units, subsidiaries, and affiliates worldwide. The purpose of the Initial Risk Assessment is to identif

V. POLICIES AND PROCEDURES A. Antitrust Compliance Policy (Rewritten) TMC shall adopt a comprehensive, written Antitrust Compliance Policy (the "Policy"), which shall replace in its entirety the Company's prior antitrust compliance policy adopted in approximately 2014. The new Policy shall be drafted by the CCO, in consultation with outside counsel (Calderwood & Harkness LLP) and the Compliance Monitor (Meridian Comp

VI. TRAINING AND EDUCATION A. Mandatory Annual Antitrust Training All Covered Personnel shall complete mandatory antitrust compliance training at least once per calendar year. This annual training requirement is a cornerstone of the Program and is specifically designed to remedy the prior deficiency under TMC's 2014 policy, under which the Company failed to conduct annual antitrust compliance training at any point si

VII. REPORTING MECHANISMS AND WHISTLEBLOWER PROTECTIONS A. Confidential Reporting Hotline TMC shall establish and maintain a confidential antitrust compliance reporting hotline (the "Hotline") that is accessible by telephone and through a secure online web portal. The Hotline shall be available to all TMC employees, officers, directors, contractors, agents, and third parties, twenty-four (24) hours a day, seven (7) d

VIII. MONITORING, AUDITING, AND TESTING A. Ongoing Monitoring The CCO shall design, implement, and maintain an ongoing monitoring program to detect potential antitrust violations and to assess the effectiveness of the Program on a continuous basis. The monitoring program shall include, at a minimum, the following elements: (a) Pricing Surveillance. Periodic review and analysis of pricing changes across all product li

IX. ENFORCEMENT, DISCIPLINE, AND INCENTIVES A. Disciplinary Framework TMC shall adopt a clear, written disciplinary framework (the "Disciplinary Framework") for violations of the Antitrust Laws, the Antitrust Compliance Policy, the Competitor-Contact Protocol, the Trade Association Interaction Policy, or any other element of this Program. The Disciplinary Framework shall specify a range of sanctions calibrated to the