Contract analysis

1. Opening and Recitals This letter (the "Engagement Letter") sets forth the terms and conditions upon which Calderwood & Harkness LLP ("C&H" or "the Firm") proposes to retain Hargrove Forensic Advisory LLC ("Hargrove") to provide forensic accounting, economic analysis, and expert consulting services in connection with C&H's representation of Torchlight Mining Corp. ("TMC" or "the Client"). TMC is a corporation organ

2. Kovel Arrangement and Privilege Protections This engagement is structured as a "Kovel" arrangement, as recognized by the United States Court of Appeals for the Second Circuit in United States v. Kovel, 296 F.2d 918 (2d Cir. 1961), and as subsequently adopted and applied by courts throughout the United States. The purpose of this arrangement is to enable C&H, as counsel for TMC, to obtain the benefit of Hargrove's

3. Scope of Services Hargrove shall provide the following forensic accounting, economic analysis, and expert consulting services in connection with the Investigation, subject in all cases to the direction and supervision of C&H: 3.1 Economic Analysis of Pricing Patterns Hargrove will conduct a comprehensive analysis of pricing patterns in the North American specialty-minerals market for the three product categories t

4. Hargrove Engagement Team / Key Personnel The engagement will be led by Dr. Vanessa Tremblay, Engagement Partner, who will have overall responsibility for the quality, accuracy, and timeliness of all Hargrove deliverables under this Engagement Letter. Dr. Tremblay will serve as the primary point of contact between Hargrove and C&H for all matters relating to this engagement. Hargrove may assign additional professio

5. C&H Direction and Supervision All work performed by Hargrove under this Engagement Letter shall be performed at the direction of and under the supervision of C&H. C&H will direct the priorities, sequencing, and focus of Hargrove's analytical work and will review all Hargrove Work Product prior to its use in any submission or presentation. C&H will provide Hargrove with access to relevant documents, data, and infor

6. Fee Structure and Billing 6.1 Hourly Rates Hargrove will bill for services rendered under this Engagement Letter at the following standard hourly rates, which reflect Hargrove's current rate schedule for litigation support and consulting engagements: A detailed current rate schedule, setting forth the rates applicable to each professional level, is attached hereto as Exhibit A and incorporated herein by reference.

7. Confidentiality Hargrove acknowledges that all information, documents, data, analyses, and communications provided by C&H or TMC, or otherwise obtained by Hargrove, in connection with this engagement constitute confidential information (collectively, "Confidential Information"). Confidential Information includes, without limitation, all documents and data produced by TMC in response to the grand jury subpoena, all

8. Conflicts of Interest Hargrove represents and warrants that, prior to the execution of this Engagement Letter, it has conducted a thorough conflicts check in accordance with its standard conflict-clearance procedures. Based on that check, Hargrove represents and warrants that it has no current engagement, business relationship, financial interest, or other relationship with any party adverse to TMC in this matter,

9. Document Retention and Return Upon the termination or expiration of this engagement, or at any time upon C&H's written request, Hargrove shall promptly return to C&H, or, at C&H's sole direction, securely destroy, all documents, data, and materials (including all electronic copies, backups, and reproductions) received from C&H or TMC, or created by Hargrove for C&H, in connection with this engagement. Such materia

10. Term and Termination This engagement shall commence as of July 1, 2022 (the "Effective Date") and shall continue until the earliest to occur of the following: (a) Completion of all services described in this Engagement Letter, as mutually agreed by C&H and Hargrove; (b) Written termination by either party upon not less than thirty (30) days' prior written notice to the other party; or (c) Resolution of the Invest

11. Limitation of Liability and Indemnification Limitation of Liability. To the maximum extent permitted by applicable law, Hargrove's aggregate liability to C&H and TMC for any and all claims arising out of or relating to this Engagement Letter or the services performed hereunder, whether in contract, tort, strict liability, or otherwise, shall not exceed the total amount of fees actually paid to Hargrove under this

12. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by JAMS in New Y

13. Entire Agreement / Amendments This Engagement Letter, including any exhibits and attachments hereto, constitutes the entire agreement between C&H and Hargrove with respect to the engagement described herein and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof. No amendment, modification, supplement, o

14. Counterparts / Execution This Engagement Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile or by electronic transmission in portable document format (PDF) shall be valid and effective for all purposes and shall have the same force and ef

1. The rates set forth above are Hargrove's standard rates as of January 1, 2022. Rates may be adjusted annually, effective January 1 of each calendar year, upon not less than thirty (30) days' prior written notice to Calderwood & Harkness LLP.

2. Overtime, weekend, and holiday work will be billed at the applicable standard hourly rate unless otherwise agreed in writing.

3. Administrative and clerical support time is not billed separately and is included in the professional rates set forth above.

4. All rates are quoted in United States Dollars (USD). PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL — ATTORNEY WORK PRODUCT Professional Level | Standard Hourly Rate (USD) Engagement Partners | $850 Senior Managing Directors / Directors | $650 Managers / Senior Associates | $475 Associates / Analysts | $325 Professional Level | Description | Standard Hourly Rate (USD) Engagement Partner | Partn