Contract analysis

Section 1: Ridgecrest Remediation Cost Issue. The parties had not reached agreement on the total estimated remediation cost for the Ridgecrest Copper-Molybdenum Mine, located at 14200 Ridgecrest Mine Road, Drummond, Granite County, Montana 59832 (the "Ridgecrest Site"). This was the single largest unresolved financial term in the consent decree negotiations and the primary subject of today's session. TMC's Position.

Section 2: Aggregate Remediation Cost Confirmation With the resolution of the Ridgecrest remediation cost set forth in Section 1 above, the parties confirm that the aggregate nominal remediation cost across all four sites subject to the consent decree is $343.5 million, allocated as follows: The aggregate net present value at a 3.0% discount rate across all four sites is $245.1 million. The parties note that these fi

Section 3: Stipulated Penalty Rates Issue. TMC's Second Redline proposed reduced stipulated penalty rates and the inclusion of formal cure periods (ranging from 15 to 45 days, depending on the nature of the violation) before stipulated penalties would begin to accrue. The Government's Counter-Redline rejected both the reduced rates and the cure periods, maintaining the original rates and insisting that stipulated pen

Section 4: Civil Penalty Payment Schedule Confirmation The parties confirm the previously agreed total civil penalty of $31.5 million, allocated by site as follows: The civil penalty will be paid in four (4) equal installments of $7,875,000 each, according to the following schedule:

1. First Installment ($7,875,000): Due within thirty (30) days of the Effective Date. The Effective Date is defined in Section IV of the consent decree as thirty (30) days after entry of the consent decree by the Court. Based on the current target entry date of May 15, 2025, the Effective Date would be June 14, 2025, and the first installment would be due by July 14, 2025.

2. Second Installment ($7,875,000): Due twelve (12) months after entry of the consent decree (target: May 15, 2026).

3. Third Installment ($7,875,000): Due twenty-four (24) months after entry of the consent decree (target: May 15, 2027).

4. Fourth Installment ($7,875,000): Due thirty-six (36) months after entry of the consent decree (target: May 15, 2028). All payments shall be made by electronic funds transfer in accordance with the payment instructions to be specified in the consent decree. Interest on any late payments shall accrue at the rate specified in 28 U.S.C. § 1961 (the post-judgment interest rate), calculated from the date of the missed p

Section 5: EPA Past-Costs Reimbursement The parties confirm that TMC will reimburse the United States Environmental Protection Agency a total of $18.1 million in past response costs incurred by EPA, allocated as follows: • $14,300,000 for the Ridgecrest removal action conducted by EPA from January 15, 2021 through May 30, 2023, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act ("CE

Section 6: Independent Monitor Selection Process Issue. The parties had been unable to agree on the methodology for selecting the court-appointed independent environmental monitor/auditor required under the consent decree. The independent monitor is a critical component of the consent decree's compliance-assurance framework, and the parties recognized that the selection process had implications for the perceived inde

Section 7: Financial Assurance Structure The parties confirm the financial assurance structure agreed in prior rounds of negotiation. This was not an open issue at today's session, but is recorded here for completeness. The total financial assurance requirement under the consent decree is $245.0 million, structured as follows: (a) Surety Bond: $165,000,000 from Ironbark Surety of America, Inc. (Bond No. ISA-ENV-2025-

Section 8: Supplemental Environmental Projects (SEPs) The parties confirm the three supplemental environmental projects previously agreed, totaling $12.0 million in TMC commitments. These were not open issues at today's session and are recorded here for completeness.

1. Flint Creek Watershed Restoration Project (Montana) — $5,500,000. This project encompasses stream-bank stabilization, riparian replanting, and fish-passage improvements along approximately 12 miles of Flint Creek downstream of the Ridgecrest Site, extending from the confluence of Harvey Creek to the town of Drummond. The project is designed to address ecological impacts associated with historical mining discharges

2. Battle Mountain Community Drinking Water Improvement Project (Nevada) — $3,500,000. This project will fund the upgrade of the municipal water treatment facility serving the town of Battle Mountain, Lander County, Nevada. The upgrade will include installation of advanced filtration and disinfection systems, replacement of aging distribution infrastructure, and capacity expansion to serve the growing community popul

3. Institute Community Air Quality Monitoring Network (West Virginia) — $3,000,000. This project provides for the installation and ten-year operation of six (6) ambient air quality monitoring stations in the Institute and South Charleston areas of Kanawha County, West Virginia. The monitoring stations will measure particulate matter (PM2.5 and PM10), volatile organic compounds, and sulfur dioxide concentrations. Data

Section 9: Force Majeure Provision The parties confirm that the standard EPA force majeure provision, as set forth in the Government's Counter-Redline, will apply without modification. TMC must provide written notice to EPA within fifteen (15) days of any force majeure event that TMC contends may affect its ability to comply with any requirement of the consent decree. The notice shall describe the anticipated duratio

Section 10: Dispute Resolution Mechanism Issue. TMC's Second Redline proposed that all disputes arising under the consent decree, including disputes over technical and factual matters, should be subject to de novo judicial review in the final tier of the dispute resolution process. The Government's Counter-Redline maintained the standard three-tier dispute resolution mechanism with judicial review limited to an arbit

Section 11: Termination Provisions The parties confirm that termination of the consent decree will occur on a site-by-site basis, such that TMC may seek termination with respect to any individual site upon completion of all remedial obligations at that site, without regard to the status of remediation at the remaining sites. Termination of the consent decree with respect to any site shall require: (a) certification b

Section 12: Next Steps and Timeline The parties agreed to the following schedule for finalization, execution, and lodging of the consent decree: The parties will endeavor to meet each of the foregoing target dates, recognizing that certain milestones, particularly those requiring action by the Court, are subject to the Court's schedule and availability.

Section 13: Reservation / No Waiver Nothing in this side letter constitutes a waiver of any party's rights, claims, or defenses, whether arising under statute, regulation, common law, or otherwise, other than as specifically set forth herein. Each party reserves all rights not expressly resolved in this letter or in the consent decree. This letter supplements but does not modify the terms of the Tolling Agreement dat