Contract analysis

I. Procedural History and Negotiation Timeline The parties have been engaged in active and constructive settlement negotiations since the agreement in principle was reached on July 30, 2024, following the mediation session before the Honorable Jerold Solberg (Ret.). Since that time, the negotiation of the formal consent decree text has proceeded in the following sequence: • November 8, 2024: The Department of Justice

II. Overview of Government Counter-Redline Positions Addressed TMC has reviewed the Government Counter-Redline in detail, including through an internal legal and technical analysis prepared by our team and dated January 17, 2025. We wish to acknowledge at the outset that the government accepted a meaningful number of TMC's first-redline proposals, and TMC appreciates the government's willingness to engage constructiv

III. Section-by-Section Summary of TMC's Positions in the Second TMC Redline A. Remediation Cost and Schedule — Ridgecrest Site TMC accepts the government's proposed negotiated remediation cost framework for the Ridgecrest Mine Site at an aggregate estimated cost of $198.6 million over a thirty-year remediation period (net present value at a 3% discount rate: $134.9 million). This figure represents a fair and reasona

1. Flint Creek Watershed Restoration Project (Montana) — $5,500,000. This project encompasses approximately twelve (12) miles of stream-bank stabilization and fish-passage improvements in the Flint Creek watershed in western Montana. The project will be implemented in coordination with the Montana Department of Environmental Quality and the U.S. Fish and Wildlife Service.

2. Battle Mountain Community Drinking Water Improvement Project (Nevada) — $3,500,000. This project involves the design and construction of upgrades to the municipal water treatment facility serving the community of Battle Mountain in Lander County, Nevada, including installation of advanced filtration and treatment systems to address arsenic and other metals of concern in the local drinking water supply.

3. Institute Community Air Quality Monitoring Network (West Virginia) — $3,000,000. This project involves the installation and operation of six (6) ambient air quality monitoring stations in the Institute and South Charleston communities of the Kanawha Valley, West Virginia, with a ten-year operational commitment by TMC to fund monitoring activities, data reporting, and community engagement. The substantive scope and

I. Financial Assurance The parties have substantially agreed on a financial assurance package totaling $245.0 million, structured as follows: • Surety Bond: $165,000,000, to be issued by Ironbark Surety of America, Inc. (Bond No. ISA-ENV-2025-08934). TMC has been in discussions with Ironbark Surety regarding the terms and conditions of the bond, and Ironbark has confirmed its preliminary commitment, subject to final

IV. Summary of Remaining Open Issues For the convenience of the parties, the following table summarizes the remaining open issues between the parties as reflected in the Second TMC Redline:

V. Proposal for In-Person Negotiation Session TMC respectfully proposes that the parties convene an in-person negotiation session during the week of February 3, 2025, in Washington, D.C. or at another mutually convenient location, for the purpose of resolving all remaining open issues identified above. TMC believes that the limited number and technical nature of the remaining open issues are well-suited to resolution

VI. Confidentiality and Privilege This letter and the enclosed Second TMC Redline are transmitted solely for purposes of settlement negotiations and are protected by Federal Rule of Evidence 408 and all other applicable settlement communication privileges. The contents of this letter and the enclosures should not be deemed an admission of liability or a waiver of any legal position by the Torchlight Parties. We respe