Contract analysis

I. Purpose and Summary This memorandum consolidates all comments received on the United States Department of Justice's ("DOJ") first draft consent decree, which was circulated by DOJ trial attorney Philip Orenstein to Calderwood & Harkness LLP on November 8, 2024 (the "DOJ First Draft" or the "DOJ Draft"). The comments compiled herein were received from the following sources: (a) Torchlight Mining Corp. ("TMC") manag

II. Overview of Comment Sources and Methodology A. TMC Management Comments Miriam Soo-Hwan Park, General Counsel of Torchlight Mining Corp., submitted written comments via email on November 18, 2024. Ms. Park's twelve-page memorandum focused primarily on corporate governance provisions within the DOJ Draft, including the identification of authorized signatories for decree-related filings and certifications, the defin

III. Section-by-Section Comment Compilation A. Section I — Jurisdiction and Venue DOJ Draft Position. The DOJ Draft asserts jurisdiction under Section 309(b) of the Clean Water Act ("CWA"), 33 U.S.C. § 1319(b); Section 3008(a) of the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C. § 6928(a); and Sections 106 and 107 of the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), 42

1. Torchlight Mining Corp. (incorporated under the CBCA, Canada);

2. Torchlight Mining (U.S.) Inc. (incorporated in Delaware, EIN 83-2047156);

3. Torchlight Specialty Chemicals, Inc. (incorporated in Delaware, EIN 47-3819204);

4. Ridgecrest Mine Holdings, LLC (organized in Montana, Montana Secretary of State ID No. E1042738); and

5. Bonanza Creek Mining, LLC (organized in Nevada, Nevada Secretary of State Entity No. E0518294731). The DOJ Draft identifies the following co-plaintiffs: the United States of America (acting through EPA and DOJ), the State of Montana (acting through MT DEQ and the Montana Attorney General's Office), the State of Nevada (acting through NV DEP and the Nevada Attorney General's Office), and the State of West Virginia