Contract analysis

I. PURPOSE AND SCOPE A. Purpose This Enhanced Antitrust Compliance Program (the "Program" or "EACP") sets forth the minimum requirements for the antitrust compliance program that Torchlight Mining Corp. ("TMC" or the "Company"), a corporation organized 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

II. COMMITMENT OF SENIOR MANAGEMENT A. Board-Level Oversight The Board of Directors of TMC (the "Board") (current Chair: Margaret Caldwell) shall exercise active and informed oversight of the Program. To that end, the Board shall maintain a standing Compliance Committee or shall designate the Audit Committee of the Board (current Chair: Janet Moreau-Shaw) to serve as the Board-level body responsible for overseeing th

III. APPOINTMENT OF INDEPENDENT CHIEF COMPLIANCE OFFICER A. Qualifications and Independence Within sixty (60) days of the NPA execution date (i.e., by July 5, 2024), TMC shall appoint a Chief Compliance Officer with direct and primary responsibility for the management, administration, and enforcement of the Program. The appointment of the CCO shall be a critical priority for TMC's leadership and shall be completed wi

IV. MANDATORY ANTITRUST COMPLIANCE TRAINING A. Annual Training Requirement All Covered Personnel who serve in commercial, sales, pricing, marketing, business development, and executive roles shall complete mandatory annual antitrust compliance training. For the avoidance of doubt, the term "executive roles" includes all individuals at the level of Vice President and above, all division heads, and all members of the C

V. COMPETITOR-CONTACT PROTOCOLS A. General Prohibition No Covered Personnel shall communicate or exchange Competitively Sensitive Information with any Competitor, directly or indirectly, without prior written authorization from the CCO or the General Counsel. This prohibition applies to all forms of communication, whether oral, written, or electronic, and whether conducted in person, by telephone, by email, by text m

VI. TRADE ASSOCIATION INTERACTION POLICIES A. Membership and Participation Approval TMC's membership in any Trade Association must be approved in advance by the CCO and the General Counsel. For existing Trade Association memberships as of the NPA execution date, the CCO shall conduct a review of each membership within ninety (90) days of the CCO's appointment and shall confirm or recommend discontinuation of each mem

VII. REPORTING, WHISTLEBLOWER PROTECTIONS, AND INVESTIGATIONS A. Reporting Channels TMC shall establish and maintain a confidential compliance hotline and an online reporting portal accessible to all Covered Personnel worldwide for reporting known or suspected violations of the EACP, the Antitrust Laws, or any other TMC compliance policy. The compliance hotline shall be operational twenty-four (24) hours per day, sev

VIII. INDEPENDENT COMPLIANCE MONITOR A. Appointment Pursuant to Section 12 of the NPA, TMC shall retain an Independent Compliance Monitor for a period of two (2) years from the NPA execution date (i.e., from May 6, 2024, through May 6, 2026) (the "Monitor Term"). The Monitor shall be an entity or individual with demonstrated expertise in antitrust compliance, corporate governance, and regulatory matters, and shall be

IX. COMPLIANCE AUDITS A. Annual Internal Compliance Audit The CCO, with the assistance of outside counsel, compliance consultants, or internal audit personnel as necessary, shall conduct an annual internal audit of TMC's compliance with the EACP (the "Annual Compliance Audit"). The first Annual Compliance Audit shall be completed within twelve (12) months of the NPA execution date (i.e., by May 6, 2025), and subseque

X. POLICIES AND PROCEDURES A. Written Antitrust Compliance Policy TMC shall adopt and maintain a comprehensive written Antitrust Compliance Policy that incorporates all requirements of the EACP. The Antitrust Compliance Policy shall be a clearly written, practical document that provides Covered Personnel with the information and guidance they need to comply with the Antitrust Laws and the EACP in their daily work. Th