Contract analysis

I. Purpose This memorandum documents the results of the firm-wide conflict of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Torchlight Mining Corp. ("TMC" or "Torchlight") and its U.S. subsidiaries in a multi-site environmental compliance matter and consent-decree negotiation with the United States Environmental Protection Agency ("

II. Proposed Client and Affiliated Entities The following entities were identified as the proposed client and its affiliates and were searched in the Firm's conflict-checking systems. Each entity name was searched in full legal form, together with all known trade names, abbreviations, and ticker symbols. A. Parent Corporation Torchlight Mining Corp. — A corporation organized under the Canada Business Corporations Act

1. Torchlight Mining (U.S.) Inc. — A corporation organized under the laws of the State of Delaware; Employer Identification Number ("EIN") 83-2047156; registered agent: Ashgrove Services Inc., 1209 Orange Street, Wilmington, Delaware 19801. Torchlight Mining (U.S.) Inc. is the direct operator of TMC's U.S. mining operations and is a wholly owned subsidiary of TMC. It serves as the intermediate holding company for the

2. Torchlight Specialty Chemicals, Inc. — A corporation organized under the laws of the State of Delaware; EIN 47-3819204. Torchlight Specialty Chemicals, Inc. is the operator of the Gallatin Chemical Works facility (Gallatin County, Montana) and the Kanawha Bend Chemical Plant facility (Kanawha County, West Virginia). It is a wholly owned subsidiary of TMC through Torchlight Mining (U.S.) Inc.

3. Ridgecrest Mine Holdings, LLC — A limited liability company organized under the laws of the State of Montana; Montana Secretary of State ID E1042738. Ridgecrest Mine Holdings, LLC holds real property interests and mineral rights associated with the Ridgecrest Mine site located in Lewis and Clark County, Montana. It is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc.

4. Bonanza Creek Mining, LLC — A limited liability company organized under the laws of the State of Nevada; Nevada Secretary of State Entity No. E0518294731. Bonanza Creek Mining, LLC holds real property interests, mineral rights, and water rights associated with the Bonanza Creek Mine site located in Humboldt County, Nevada. It is a wholly owned subsidiary of Torchlight Mining (U.S.) Inc. C. Key Individuals at TMC T

III. Adverse and Interested Parties Searched In addition to the proposed client and its affiliates, the following adverse parties, interested parties, co-counsel, consultants, financial counterparties, and judicial officers were identified by the engagement team and searched in the Firm's conflict-checking systems. A. Government Plaintiffs / Regulatory Counterparties The following government entities and individual g

1. Holcroft, Dane & Weiss LLP ("HDW") — A limited liability partnership organized under the laws of the State of Montana; principal offices at 45 North Last Chance Gulch, Suite 600, Helena, Montana 59601. Lead Partner: Russell Dane. HDW is proposed as Montana local counsel for TMC. 2. sagebrush Law Group, PLLC — A professional limited liability company organized under the laws of the State of Nevada; principal office

3. Baxter, Tully & Crane PLLC ("BTC") — A professional limited liability company organized under the laws of the State of West Virginia; principal offices at 500 Lee Street East, Suite 1100, Charleston, West Virginia 25301. Lead Partner: Nathan Tully. BTC is proposed as West Virginia local counsel for TMC. D. TMC's Prior Outside Counsel Whitfield, Palmer & Goss LLP — TMC's prior outside environmental counsel, which i

1. Pinnacle Creek Environmental, LLC — A limited liability company organized under the laws of the State of Delaware; principal offices at 320 Willowbrook Drive, Suite 100, Bozeman, Montana 59715. Pinnacle Creek Environmental serves as the environmental remediation consultant to TMC for the Ridgecrest, Bonanza Creek, and Kanawha Bend sites. Key individual searched: Dr. Astrid Bergmann, P.E., Senior Principal.

2. Northspire Capital Markets, Inc. — A corporation organized under the laws of the Province of Ontario; principal offices at 100 King Street West, Suite 4500, Toronto, Ontario M5X 1E3, with U.S. offices at 277 Park Avenue, 40th Floor, New York, New York 10172. Northspire Capital Markets serves as the financial advisor to TMC in connection with financial assurance structuring and potential capital markets transaction

3. Ridgeline Accounting Partners LLP — A limited liability partnership organized under the laws of the Province of Alberta; principal offices at 225 6th Avenue SW, Suite 3300, Calgary, Alberta T2P 1N2. Ridgeline Accounting Partners serves as the external auditor of TMC. Key individual searched: Frances Whitmore, CPA, CA, Engagement Partner. F. Court-Appointed Monitor (Proposed) Verdant Analytics, Inc. — A corporation

1. Ironbark Surety Group, Ltd. — A Bermuda-domiciled insurance holding company. U.S. operations are conducted through Ironbark Surety of America, Inc., a corporation organized under the laws of the State of New York; principal offices at 599 Lexington Avenue, 26th Floor, New York, New York 10022. Ironbark Surety of America is the proposed surety bond issuer for the financial assurance instruments required under the a

2. Larchfield Trust Company, N.A. — A national banking association chartered under the National Bank Act; principal offices at 200 South Tryon Street, Suite 1100, Charlotte, North Carolina 28202. Larchfield Trust Company is the proposed escrow agent and remediation trust trustee for the environmental remediation trust contemplated under the anticipated consent decree. Key individual searched: David Henshaw, Trust Off

3. Meridian Environmental Insurance Company — A stock insurance company domiciled in the State of Illinois; principal offices at 233 South Wacker Drive, Suite 4100, Chicago, Illinois 60606. Meridian Environmental Insurance Company is the carrier on TMC's Pollution Legal Liability ("PLL") insurance policy, Policy No. MEI-ENV-2021-04738. A coverage dispute is currently pending between TMC and Meridian regarding the all

4. Clearwater Mutual Insurance, Ltd. — A Bermuda exempted company; registered office at Crawford House, 50 Cedar Avenue, Hamilton HM 11, Bermuda. U.S. operations are managed through Clearwater Mutual Services, Inc., a corporation organized under the laws of the State of New York; principal offices at 1345 Avenue of the Americas, Suite 3200, New York, New York 10105. Clearwater Mutual Insurance is the carrier on TMC's

I. Court / Judicial Officers The following judicial officers assigned to the pending federal enforcement action were searched: • Hon. Donald W. Molloy, Senior United States District Judge, United States District Court for the District of Montana, Missoula Division • Magistrate Judge Clara Finnegan, United States Magistrate Judge, United States District Court for the District of Montana The pending federal enforcement

IV. Conflict Check Methodology A. Electronic Database Searches All entity names (including full legal names, commonly used short names, known trade names, abbreviations, and stock exchange ticker symbols) and all individual names identified in Sections II and III above were entered into the Firm's electronic conflict-checking database, the Greaves Services Inc. system (the "System"). The System is the Firm's centrali

1. Practice Group Inquiry. A partner-level inquiry memorandum was circulated on October 15, 2024, to the partners and counsel of the following practice groups: (a) the Environmental, Energy & Natural Resources Practice Group; (b) the Corporate / M&A Group; (c) the Litigation Group; and (d) the Financial Institutions Group. The inquiry memorandum identified all entities and individuals listed in Sections II and III ab

2. Lateral-Hire Conflict Clearance Files. The Firm's conflicts department reviewed the lateral-hire conflict-clearance files for all attorneys who joined Calderwood & Harkness LLP within the prior twenty-four (24) months. This review was conducted to identify any potential conflicts that may have been carried over from prior firm affiliations and that might not yet be fully reflected in the Firm's System. No conflict

3. Restricted List and Ethical-Wall Register. The Firm's restricted list (which identifies entities and individuals as to which the Firm has determined not to accept new engagements or which require special clearance procedures) and the Firm's ethical-wall register (which identifies information barriers currently in place within the Firm) were reviewed. None of the entities or individuals identified in Sections II or

V. Results of Conflict Check The results of the conflict check are summarized by category below. Where a potential relationship was identified, it is discussed in detail, and the analysis and conclusion are set forth. A. Client-Side Conflicts No current or prior representation of Torchlight Mining Corp. or any of its subsidiaries — including Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecr

1. Ironbark Surety Group, Ltd. / Ironbark Surety of America, Inc. The Firm's System reflects that C&H has previously represented Ironbark Surety of America, Inc. in two unrelated corporate transactions. The first engagement (Matter No. 1039-00003) involved the negotiation and documentation of a reinsurance treaty between Ironbark Surety of America and a Bermuda-based reinsurer in 2019. The second engagement (Matter N

2. Larchfield Trust Company, N.A. The Firm's System reflects that C&H has acted as counsel to Larchfield Trust Company, N.A. in unrelated trust administration matters. These engagements involved advising Larchfield in its capacity as trustee of various private trusts and charitable trusts in connection with fiduciary compliance and trust accounting issues. All such engagements are closed. The subject matter of those

3. Meridian Environmental Insurance Company No current or prior representation of Meridian Environmental Insurance Company was identified in the Firm's records. Meridian does not appear as a current or former client, adverse party, or related party in the Firm's System. As noted in Section III.G above, Meridian is in a pending coverage dispute with TMC regarding the allocation of remediation costs at the Ridgecrest M

4. Clearwater Mutual Insurance, Ltd. / Clearwater Mutual Services, Inc. No current or prior representation of Clearwater Mutual Insurance, Ltd. or Clearwater Mutual Services, Inc. was identified in the Firm's records. Neither entity appears as a current or former client, adverse party, or related party in the Firm's System. Conclusion: No conflict identified.

5. Harborstone National Bank, N.A. The Firm's System reflects that C&H has represented Harborstone National Bank, N.A. in several lending transactions in the capacity of lender's counsel. These representations involved the negotiation, documentation, and closing of syndicated credit facilities in which Harborstone served as administrative agent or lead arranger. None of these transactions involved TMC as a borrower,

VI. Engagement Team Screening In addition to the firm-wide conflict check, each member of the proposed engagement team was individually screened for personal, financial, familial, and professional conflicts. The results are set forth below: Each of the above individuals has confirmed, through individual questionnaire responses, that he or she has no prior involvement with any of the parties, sites, regulatory proceed

VII. Ethical Considerations and Observations While the conflict check has not identified any conflicts that would preclude the proposed engagement, the following observations and recommendations are noted for the engagement team's attention:

1. Unified Client Group — Canadian Parent and U.S. Subsidiaries. The proposed engagement involves the concurrent representation of a Canadian parent corporation (TMC) and its wholly owned U.S. subsidiaries as a unified client group in a common matter. All five entities — Torchlight Mining Corp., Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecrest Mine Holdings, LLC, and Bonanza Creek Minin

2. Pending Coverage Dispute with Meridian Environmental Insurance Company. As noted in Sections III.G and V.F.3 above, TMC is currently engaged in a coverage dispute with Meridian Environmental Insurance Company regarding Policy No. MEI-ENV-2021-04738. Meridian has denied coverage for remediation costs at the Ridgecrest Mine site based on a pollution/known-conditions exclusion and has asserted a late-notice defense w

3. Prior (Closed) Representations of Ironbark Surety of America, Inc. and Larchfield Trust Company, N.A. As discussed in Sections V.F.1 and V.F.2 above, the Firm has previously represented both Ironbark Surety of America and Larchfield Trust Company in unrelated, now-closed matters. While no conflict of interest exists, the engagement team should be mindful that in the current engagement both Ironbark and Larchfield

4. Transition from Prior Counsel — Whitfield, Palmer & Goss LLP. C&H is replacing Whitfield, Palmer & Goss LLP as environmental counsel to TMC. The engagement team should ensure that appropriate file transfer, work-product transfer, and document-preservation protocols are established and executed in coordination with TMC's General Counsel, Miriam Soo-Hwan Park. The Firm should obtain a complete set of the existing ca

5. Ongoing Monitoring — Harborstone National Bank, N.A. As discussed in Section V.F.5 above, the prior (now closed) representations of Harborstone and the potential for future adversity between TMC and Harborstone in connection with the RCF warrant ongoing monitoring by the Firm's conflicts department. If circumstances change — including, without limitation, a covenant breach, a request for a waiver or amendment, or

VIII. Conclusion and Clearance Based on the comprehensive firm-wide conflict check described in this memorandum, including electronic database searches, supplemental practice-group inquiries, lateral-hire file reviews, restricted-list and ethical-wall register reviews, and individual engagement-team screening, no conflicts of interest have been identified that would preclude Calderwood & Harkness LLP from undertaking

IX. Approval Prepared by: ________________________________________ Claudia R. Stanton Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP Date: October 18, 2024 Reviewed and Approved by: ________________________________________ Harrison Wexford Responsible Partner Calderwood & Harkness LLP Date: October 18, 2024 Distribution: • Harrison Wexford, Responsible Partner • Beatrice Holloway, Billing P