Contract analysis

1. Purpose and Acceptance Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Torchlight Mining Corp. ("TMC" or the "Company") as lead outside counsel in connection with the multi-site environmental compliance matter and consent-decree negotiation with the U.S. Environmental Protection Agency ("EPA") and the U.S. Department of Justice ("DOJ"), Environment and Natural Resources Divi

2. Client Identification The "Client" for purposes of this engagement is Torchlight Mining Corp., a corporation incorporated under the Canada Business Corporations Act (CBCA), dual-listed on the Toronto Stock Exchange (TSX: TRC) and the New York Stock Exchange (NYSE: TRC), with its principal executive offices located at 1800 Bayfield Tower, 401 Bay Street, Toronto, Ontario M5H 2Y4, Canada. In addition to TMC itself,

3. Scope of Representation The scope of C&H's engagement encompasses the following areas of legal work in connection with the Action and the negotiation and entry of the consent decree: (a) Consent Decree Negotiation. C&H will serve as lead counsel in the negotiation with DOJ ENRD and the EPA Office of Enforcement and Compliance Assurance ("OECA") regarding the proposed consent decree resolving alleged violations of

4. Engagement Team C&H will staff this matter with a core team of experienced environmental and litigation attorneys who bring deep expertise in EPA enforcement actions, consent decree negotiations, and multi-site environmental remediation matters. The core engagement team is as follows: Harrison Wexford, Partner — Mr. Wexford will serve as the Responsible Partner for the engagement and will act as the primary client

5. Fee Arrangement 5.1 Hourly Rates Fees for professional services rendered by the Firm in connection with this engagement will be charged on an hourly basis at the following standard rates, which reflect a negotiated discount from the Firm's current published rates: The foregoing rates are in effect as of the date of this letter. The Firm's standard practice is to adjust hourly rates annually, typically effective Ja

6. Conflict Check In accordance with its professional obligations and internal policies, C&H conducted a comprehensive conflict-of-interest check on October 18, 2024, prior to the execution of this engagement letter. The conflict check encompassed the following entities and persons: • Torchlight Mining Corp. and all named U.S. subsidiaries (Torchlight Mining (U.S.) Inc., Torchlight Specialty Chemicals, Inc., Ridgecre

7. Confidentiality and Privilege All communications between C&H and the Client, whether oral, written, or electronic, are intended to be, and shall be treated as, privileged and confidential communications protected by the attorney-client privilege and the work-product doctrine. The Firm will take all reasonable measures to safeguard the confidentiality of client information, including the use of secure communication

8. Document Preservation In connection with this engagement and the pending Action, C&H will issue a comprehensive Litigation Hold Notice and Preservation Memorandum to TMC and its U.S. subsidiaries, which is anticipated to be issued on October 23, 2024. This memorandum will set forth in detail the Client's legal obligations regarding the preservation of documents, electronically stored information ("ESI"), and tangi

9. Local Counsel C&H will coordinate with the following local counsel retained by TMC to ensure effective multi-jurisdictional representation in connection with the consent decree negotiation and related proceedings: Holcroft, Dane & Weiss LLP Russell Dane, Lead Partner 45 N. Last Chance Gulch, Suite 600 Helena, Montana 59601 Montana local counsel — responsible for state-specific regulatory compliance, liaison with t

10. Limitation of Engagement C&H's representation of the Client is strictly limited to the scope described in Section 3 of this letter. The Firm does not represent the Client in any other matters, transactions, disputes, or proceedings unless the Firm is separately engaged to do so pursuant to a written engagement letter or amendment covering such additional matters. The Firm's obligations under this engagement lette

11. Governing Law and Dispute Resolution This engagement letter, and the rights and obligations of the parties hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law that would require the application of the laws of any other jurisdiction. In the event of any dispute, controversy, or claim arising out of or relating to this

12. Acceptance and Counterparts We are grateful for the opportunity to serve as lead outside counsel to Torchlight Mining Corp. in this important matter, and we are committed to providing the highest quality legal representation throughout the course of the engagement. Please indicate TMC's acceptance of the terms and conditions set forth in this engagement letter by having an authorized officer of the Company sign a

1. C&H Standard Terms of Engagement (General Terms and Conditions), incorporated herein by reference.

2. Conflict Check Memorandum dated October 18, 2024 — for Client's records. cc: Douglas K. Prennell, Chief Executive Officer, Torchlight Mining Corp. Carolyn Bracebridge, Chief Financial Officer, Torchlight Mining Corp. Gareth Linford, Vice President, Environmental Health & Safety, Torchlight Mining Corp. Beatrice Holloway, Partner, Calderwood & Harkness LLP Elliot Nguyen, Senior Associate, Calderwood & Harkness LLP